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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended November 30, 2001
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: 000-29597
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Palm, Inc.
(Exact name of registrant as specified in its charter)
Delaware 94-3150688
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5470 Great America Parkway 95052
Santa Clara, California -----
-------------------------- (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (408) 878-9000
Former name, former address and former fiscal year, if changed since last
report: N/A
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
--- ---
As of December 28, 2001, 577,508,708 shares of the Registrant's Common Stock
were outstanding.
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Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
Exhibit
Number Description
------- -----------
2.1(1) Master Separation and Distribution Agreement between 3Com and
the registrant effective as of December 13, 1999, as amended.
2.2(2) General Assignment and Assumption Agreement between 3Com and
the registrant, as amended.
2.3(2) Master Technology Ownership and License Agreement between
3Com and the registrant.
2.4(2) Master Patent Ownership and License Agreement between 3Com
and the registrant.
2.5(2) Master Trademark Ownership and License Agreement between 3Com
and the registrant.
2.6(2) Employee Matters Agreement between 3Com and the registrant.
2.7(2) Tax Sharing Agreement between 3Com and the registrant.
2.8(2) Master Transitional Services Agreement between 3Com and the
registrant.
2.9(2) Real Estate Matters Agreement between 3Com and the registrant.
2.10(2) Master Confidential Disclosure Agreement between 3Com and the
registrant.
2.11(2) Indemnification and Insurance Matters Agreement between 3Com
and the registrant.
2.12(1) Form of Non-U.S. Plan.
3.1(1) Amended and Restated Certificate of Incorporation.
3.2(9) Amended and Restated Bylaws.
3.3(5) Certificate of Designation of Rights, Preferences and
Privileges of Series A Participating Preferred Stock.
4.1 Reference is made to Exhibits 3.1, 3.2 and 3.3 hereof.
4.2 * Specimen Stock Certificate.
4.3(5) Preferred Stock Rights Agreement between the Registrant and
Fleet National Bank.
4.4 5% Convertible Subordinated Note Due 2006, dated as of
December 6, 2001.
10.1(9) 1999 Stock Plan, as amended.
10.2(1) Form of 1999 Stock Plan Agreements.
10.3(1) 1999 Employee Stock Purchase Plan.
10.4(1) Form of 1999 Employee Stock Purchase Plan Agreements.
10.5(3) Amended and Restated 1999 Director Option Plan.
10.6(1) Form of 1999 Director Option Plan Agreements.
10.7(1) Management Retention Agreement dated as of December 1, 1999 by
and between Carl J. Yankowski and the registrant.
10.8(1) Form of Indemnification Agreement entered into by the
registrant with each of its directors and executive officers.
10.9(1)** RAM Mobile Data USA Limited Partnership Value Added Reseller
Agreement between RAM Mobile Data USA Limited Partnership (now
Cingular Wireless) and the registrant.
2
10.10(1)** Supply Agreement between Manufacturers' Services Salt Lake
City Operations, Inc. and the registrant.
10.11(1) Common Stock Purchase Agreement between America Online (now
AOL Time Warner) and the registrant.
10.12(1) Common Stock Purchase Agreement between Motorola and the
registrant.
10.13(1) Common Stock Purchase Agreement Between Nokia and the
registrant.
10.14(1) Form of Management Retention Agreement.
10.15(4) Agreement for Purchase and Sale of Land between 3Com
Corporation and the registrant.
10.16(6) Master Lease dated as of November 16, 2000 by and between the
registrant and Societe Generale Financial Corporation, as
supplemented.
10.17(6) Participation Agreement dated as of November 16, 2000 by and
among the registrant, Societe Generale Financial Corporation,
Societe Generale and certain other parties.
10.18(6) Guaranty dated as of November 16, 2000 by and between the
registrant and Societe Generale, New York Branch.
10.19(7)** First Amendment to Supply Agreement between Manufacturers'
Services Salt Lake City Operations, Inc. and the registrant.
10.20(8) Amended and Restated Lease, dated as of May 31, 2001, between
the registrant and Societe Generale Financial Corporation, as
supplemented.
10.21(8) Termination Agreement, dated as of May 31, 2001, between the
registrant, Societe Generale Financial Corporation, Societe
Generale and certain other parties.
10.22(9)+ Loan and Security Agreement by and among the registrant,
Foothill Capital Corporation, Heller Financial, Inc. and
The CIT Group/Business Credit, Inc. dated as of June 25, 2001.
10.23(9)+ Amendment Number One to Loan Agreement by and among the
registrant, Foothill Capital Corporation, Heller Financial,
Inc. and The CIT Group/Business Credit, Inc. dated as of
August 6, 2001.
10.24(9) Employment Offer Letter for David C. Nagel dated September 13,
2001.
10.25 + Agreement and General Release of All Claims between the
registrant and Carl J. Yanowski dated as of November 8, 2001.
10.26 + Convertible Note Purchase Agreement dated December 6, 2001.
10.27 Registration Rights Agreement dated as of December 6, 2001.
10.28 + Amendment Number Two to Loan Agreement by and among the
registrant, Foothill Capital Corporation, Heller Financial,
Inc. and The CIT Group/Business Credit, Inc. dated as of
November 30, 2001.
10.29 + Loan Agreement by and among Palm Europe Limited, Foothill
Capital Corporation, Heller Financial, Inc. and The CIT
Group/Business Credit, Inc. dated as of November 30, 2001.
10.30* + Guarantee and Debenture by and between Palm Europe Limited and
Foothill Capital Corporation dated as of November 30, 2001.
10.31* General Continuing Guaranty by the registrant in favor of
Foothill Capital Corporation, Heller Financial, Inc. and
The CIT Group/Business Credit, Inc. dated as of November 30,
2001.
10.32* Share Charge by and between Palm Ireland Investment and
Foothill Capital Corporation dated as of November 30, 2001.
10.33 + Loan Agreement by and among Palm Global Operations Ltd.,
Foothill Capital Corporation, Heller Financial, Inc., and
The CIT Group/Business Credit, Inc. dated as of November 30,
2001.
10.34* Guarantee and Debenture by and between Palm Global Operations
Limited and Foothill Capital Corporation dated as of January
7, 2002.
3
10.35* General Continuing Guaranty by the registrant in favor of
Foothill Capital Corporation, Heller Financial, Inc. and
The CIT Group/Business Credit, Inc. dated as of November 30,
2001.
10.36* Share Charge by and between Palm Ireland Investment and
Foothill Capital Corporation dated as of November 30, 2001.
10.37*+ Amendment Number One to Value Added Reseller Agreement between
Cingular Interactive, L.P. (formerly known as BellSouth
Wireless Data, L.P., which was formerly known as RAM Mobile
Data USA Limited Partnership) and the registrant.
(1)- Incorporated by reference from the Registrant's Registration Statement on
Form S-1 (No. 333-92657) filed with the Commission on December 13, 1999, as
amended.
(2)- Incorporated by reference from the Registrant's Report on Form 10-Q filed
with the Commission on April 10, 2000.
(3)- Incorporated by reference from the Registration Statement on Form S-8 filed
with the Commission on October 2, 2000.
(4)- Incorporated by reference from the Registrant's Report on Form 10-Q filed
with the Commission on October 12, 2000.
(5)- Incorporated by reference from the Registrant's Report on Form 8-K filed
with the Commission on November 22, 2000.
(6)- Incorporated by reference from the Registrant's Report on Form 8-K filed
with the Commission on December 1, 2000.
(7)- Incorporated by reference from the Registrant's Report on Form 10-Q filed
with the Commission on April 11, 2001.
(8)- Incorporated by reference from the Registrant's Report on Form 8-K filed
with the Commission on June 15, 2001.
(9)- Incorporated by reference from the Registrant's Report on Form 10-Q filed
with the Commission on October 15, 2001, as amended.
*- Previously filed.
**- Confidential treatment granted on portions of this exhibit.
+- Confidential treatment requested on portions of this exhibit. Unredacted
versions of this exhibit have been filed separately with the Commission.
4
Signatures
Pursuant to the requirements 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.
Palm, Inc.
(Registrant)
Dated: April 17, 2002 By: /s/ Judy Bruner
-------------------------- ----------------------------------------
Judy Bruner
Senior Vice President, Finance and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
5
INDEX OF EXHIBITS
Exhibit
Number Description
------- -----------
2.1(1) Master Separation and Distribution Agreement between 3Com and
the registrant effective as of December 13, 1999, as amended.
2.2(2) General Assignment and Assumption Agreement between 3Com and
the registrant, as amended.
2.3(2) Master Technology Ownership and License Agreement between 3Com
and the registrant.
2.4(2) Master Patent Ownership and License Agreement between 3Com
and the registrant.
2.5(2) Master Trademark Ownership and License Agreement between 3Com
and the registrant.
2.6(2) Employee Matters Agreement between 3Com and the registrant.
2.7(2) Tax Sharing Agreement between 3Com and the registrant.
2.8(2) Master Transitional Services Agreement between 3Com and the
registrant.
2.9(2) Real Estate Matters Agreement between 3Com and the registrant.
2.10(2) Master Confidential Disclosure Agreement between 3Com and the
registrant.
2.11(2) Indemnification and Insurance Matters Agreement between 3Com
and the registrant.
2.12(1) Form of Non-U.S. Plan.
3.1(1) Amended and Restated Certificate of Incorporation.
3.2(9) Amended and Restated Bylaws.
3.3(5) Certificate of Designation of Rights, Preferences and
Privileges of Series A Participating Preferred Stock.
4.1 Reference is made to Exhibits 3.1, 3.2 and 3.3 hereof.
4.2* Specimen Stock Certificate.
4.3(5) Preferred Stock Rights Agreement between the Registrant and
Fleet National Bank.
4.4 5% Convertible Subordinated Note Due 2006, dated as of
December 6, 2001.
10.1(9) 1999 Stock Plan, as amended.
10.2(1) Form of 1999 Stock Plan Agreements.
10.3(1) 1999 Employee Stock Purchase Plan.
10.4(1) Form of 1999 Employee Stock Purchase Plan Agreements.
10.5(3) Amended and Restated 1999 Director Option Plan.
10.6(1) Form of 1999 Director Option Plan Agreements.
10.7(1) Management Retention Agreement dated as of December 1, 1999 by
and between Carl J. Yankowski and the registrant.
10.8(1) Form of Indemnification Agreement entered into by the
registrant with each of its directors and executive officers.
10.9(1)** RAM Mobile Data USA Limited Partnership Value Added Reseller
Agreement between RAM Mobile Data USA Limited Partnership (now
Cingular Wireless) and the registrant.
10.10(1)** Supply Agreement between Manufacturers' Services Salt Lake
City Operations, Inc. and the registrant.
10.11(1) Common Stock Purchase Agreement between America Online (now
AOL Time Warner) and the registrant.
10.12(1) Common Stock Purchase Agreement between Motorola and the
registrant.
6
10.13(1) Common Stock Purchase Agreement Between Nokia and the
registrant.
10.14(1) Form of Management Retention Agreement.
10.15(4) Agreement for Purchase and Sale of Land between 3Com
Corporation and the registrant.
10.16(6) Master Lease dated as of November 16, 2000 by and between the
registrant and Societe Generale Financial Corporation, as
supplemented.
10.17(6) Participation Agreement dated as of November 16, 2000 by and
among the registrant, Societe Generale Financial Corporation,
Societe Generale and certain other parties.
10.18(6) Guaranty dated as of November 16, 2000 by and between the
registrant and Societe Generale, New York Branch.
10.19(7)** First Amendment to Supply Agreement between Manufacturers'
Services Salt Lake City Operations, Inc. and the registrant.
10.20(8) Amended and Restated Lease, dated as of May 31, 2001, between
the registrant and Societe Generale Financial Corporation, as
supplemented.
10.21(8) Termination Agreement, dated as of May 31, 2001, between the
registrant, Societe Generale Financial Corporation, Societe
Generale and certain other parties.
10.22(9)+ Loan and Security Agreement by and among the registrant,
Foothill Capital Corporation, Heller Financial, Inc. and The
CIT Group/Business Credit, Inc. dated as of June 25, 2001.
10.23(9)+ Amendment Number One to Loan Agreement by and among the
registrant, Foothill Capital Corporation, Heller Financial,
Inc. and The CIT Group/Business Credit, Inc. dated as of
August 6, 2001.
10.24(9) Employment Offer Letter for David C. Nagel dated September 13,
2001.
10.25 + Agreement and General Release of All Claims between the
registrant and Carl J. Yanowski dated as of November 8, 2001.
10.26 + Convertible Note Purchase Agreement dated December 6, 2001.
10.27 Registration Rights Agreement dated as of December 6, 2001.
10.28 + Amendment Number Two to Loan Agreement by and among the
registrant, Foothill Capital Corporation, Heller Financial,
Inc. and The CIT Group/Business Credit, Inc. dated as of
November 30, 2001.
10.29 + Loan Agreement by and among Palm Europe Limited, Foothill
Capital Corporation, Heller Financial, Inc. and The CIT
Group/Business Credit, Inc. dated as of November 30, 2001.
10.30* + Guarantee and Debenture by and between Palm Europe Limited and
Foothill Capital Corporation dated as of November 30, 2001.
10.31* General Continuing Guaranty by the registrant in favor of
Foothill Capital Corporation, Heller Financial, Inc. and The
CIT Group/Business Credit, Inc. dated as of November 30, 2001.
10.32* Share Charge by and between Palm Ireland Investment and
Foothill Capital Corporation dated as of November 30, 2001.
10.33 + Loan Agreement by and among Palm Global Operations Ltd.,
Foothill Capital Corporation, Heller Financial, Inc., and The
CIT Group/Business Credit, Inc. dated as of November 30, 2001.
10.34* Guarantee and Debenture by and between Palm Global Operations
Limited and Foothill Capital Corporation dated as of January
7, 2002.
10.35* General Continuing Guaranty by the registrant in favor of
Foothill Capital Corporation, Heller Financial, Inc. and The
CIT Group/Business Credit, Inc. dated as of November 30, 2001.
10.36* Share Charge by and between Palm Ireland Investment and
Foothill Capital Corporation dated as of November 30, 2001.
7
10.37*+ Amendment Number One to Value Added Reseller Agreement between
Cingular Interactive, L.P. (formerly known as BellSouth
Wireless Data, L.P., which was formerly known as RAM Mobile
Data USA Limited Partnership) and the registrant.
(1)- Incorporated by reference from the Registrant's Registration Statement on
Form S-1 (No. 333-92657) filed with the Commission on December 13, 1999, as
amended.
(2)- Incorporated by reference from the Registrant's Report on Form 10-Q filed
with the Commission on April 10, 2000.
(3)- Incorporated by reference from the Registration Statement on Form S-8 filed
with the Commission on October 2, 2000.
(4)- Incorporated by reference from the Registrant's Report on Form 10-Q filed
with the Commission on October 12, 2000.
(5)- Incorporated by reference from the Registrant's Report on Form 8-K filed
with the Commission on November 22, 2000.
(6)- Incorporated by reference from the Registrant's Report on Form 8-K filed
with the Commission on December 1, 2000.
(7)- Incorporated by reference from the Registrant's Report on Form 10-Q filed
with the Commission on April 11, 2001.
(8)- Incorporated by reference from the Registrant's Report on Form 8-K filed
with the Commission on June 15, 2001.
(9)- Incorporated by reference from the Registrant's Report on Form 10-Q filed
with the Commission on October 15, 2001, as amended.
*- Previously filed.
**- Confidential treatment granted on portions of this exhibit.
+- Confidential treatment requested on portions of this exhibit. Unredacted
versions of this exhibit have been filed separately with the Commission.
8