SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ___________ Form 10-K/A /X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997, 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: -------------------- SYNC RESEARCH, INC. (Exact name of Registrant as specified in its charter) DELAWARE 33-0676350 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 40 PARKER IRVINE, CA 92618 (Address of principal executive offices) Registrant's telephone number, including area code: (714) 588-2070 ------------------- 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 per share (Title of Class) ------------------- 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 the voting stock held by non-affiliates of the Registrant based upon the closing sale price of the Registrant's Common Stock on the Nasdaq National Market on March 13, 1998 was approximately $57,544,019 as of such date. Shares of Common Stock held by each executive officer and director and by each person who owns 10% or more of the outstanding Common Stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes. There were 17,367,197 shares of Registrant's Common Stock issued and outstanding as of March 13, 1998. DOCUMENTS INCORPORATED BY REFERENCE Part III incorporates information by reference from the definitive Proxy Statement for the Registrant's 1998 Annual Meeting of Stockholders scheduled to be held on June 12, 1998 (the "Proxy Statement"). - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- The Registrant hereby amends the following item of its Form 10-K for the fiscal year ended December 31, 1997 filed with the Securities and Exchange Commission on March 31, 1998. PART II ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS The Company's Common Stock is listed on the Nasdaq Stock Market and trades under the symbol SYNX. The following table presents the high and low closing sale prices for the Company's Common Stock as reported in the Nasdaq National Market for the periods indicated. HIGH LOW ---- ----- 1997 Q1 . . . . . . . . . . . . . . $15.75 $3.03 Q2 . . . . . . . . . . . . . . $5.06 $2.25 Q3 . . . . . . . . . . . . . . $5.81 $3.00 Q4 . . . . . . . . . . . . . . $4.75 $3.00 1996 Q1 . . . . . . . . . . . . . . $44.38 $13.00 Q2 . . . . . . . . . . . . . . $22.25 $13.25 Q3 . . . . . . . . . . . . . . $17.13 $8.69 Q4 . . . . . . . . . . . . . . $19.63 $11.75 The Company had approximately 283 stockholders of record and 4,000 beneficial shareholders as of March 13, 1998. The Company has never paid cash dividends on its capital stock and does not intend to pay cash dividends on its capital stock in the foreseeable future. The Company's bank line of credit prohibits the Company from paying cash dividends without the bank's prior written consent. Any future determination to pay cash dividends will be at the discretion of the Board of Directors and will be dependent upon the Company's financial condition, results of operations, capital requirements and such other factors as the Board of Directors deems relevant. USE OF PROCEEDS In connection with its initial public offering in 1995, the Company filed a Registration Statement on Form S-1, SEC File No. 33-96910 (the "Registration Statement"), which was declared effective by the Commission on November 8, 1995. Pursuant to the Registration Statement, the Company registered and sold 2,585,000 shares of its Common Stock, $0.001 par value per share, for its own account. The offering was completed on November 9, 1995. The aggregate offering price of the registered shares was $51,700,000. The managing underwriters of the offering were BancAmerica Robertson, Stephens (formerly Robertson, Stephens & Company), BT Alex. Brown (formerly Alex. Brown & Sons Incorporated) and Dian Rauscher Wessels (formerly Wessels, Arnold & Henderson). The Company incurred the following expenses in connection with the offering: Underwriting discounts and commissions . . . . . . $ 3,619,000 Other expenses . . . . . . . . . . . . . . . . . . 912,471 -------------- Total Expenses . . . . . . . . . . . . . . . . . $ 4,531,471 -------------- -------------- All of such expenses were direct or indirect payments to others. The net offering proceeds to the Company after deducting the total expenses above were $47,168,529. From November 9, 1995 to December 31, 1997, the Company used such net offering proceeds, in direct or indirect payments to others, as follows: Construction of plant, building and facilities . . . $ 829,178 Purchase and installment of machinery and equipment. . . . . . . . . . . . . . . . . . . . . 3,206,900 Acquisition of other business(es). . . . . . . . . . 5,338,000 Working capital. . . . . . . . . . . . . . . . . . . 4,328,453 Operating losses . . . . . . . . . . . . . . . . . . 22,698,047 ------------- Total. . . . . . . . . . . . . . . . . . . . . . . $36,400,578 (1) ------------- ------------- (1) Excludes operating losses, capital expenditures and working capital changes of TyLink Corporation ("TyLink") prior to the Company's acquisition of TyLink in August 1996. In addition, the Company used aggregate proceeds of $316,292 to make payments to departing officers. This use of proceeds does not represent a material change in the use of proceeds described in the Registration Statement. 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, in the City of Irvine, State of California, on May 1, 1998. SYNC RESEARCH, INC. By: /s/ WILLIAM K. GUERRY ------------------------------------------------- William K. Guerry VICE PRESIDENT OF FINANCE AND ADMINISTRATION AND CHIEF FINANCIAL OFFICER Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant in the capacities and on the dates indicated: SIGNATURE TITLE DATE --------- ----- ---- /s/ JOHN H. RADEMAKER* Co-Chief Executive Officer, Vice May 1, 1998 - ------------------------ Chairman of the Board John H. Rademaker /s/ GREGORIO REYES* Co-Chief Executive Officer, May 1, 1998 - ------------------------ Chairman of the Board Gregorio Reyes /s/ WILLIAM K. GUERRY Vice President of Finance and May 1, 1998 - ------------------------ Administration, Secretary and William K. Guerry Chief Financial Officer /s/ CHARLES A. HAGGERTY* Director May 1, 1998 - ------------------------ Charles A. Haggerty Director - ------------------------ William J. Schroeder *By: /s/ WILLIAM K. GUERRY - --------------------------- William K. Guerry (Attorney-in-Fact)