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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended
September 30, 1998 Commission File No. 0-11336
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CIPRICO INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 41-1749708
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
2800 CAMPUS DRIVE
PLYMOUTH, MINNESOTA 55441
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number,
Including Area Code: (612) 551-4000
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Securities registered pursuant to Section 12(b) of the Exchange Act:
None
Securities registered pursuant to Section 12(g) of the Exchange Act:
Common Stock
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Indicate by checkmark 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
requirement for the past 90 days. Yes X No
--- ---
Indicate by checkmark 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 [ ]
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The aggregate market value of the Common Stock held by nonaffiliates of the
Registrant as of December 11, 1998 was approximately $25,434,000 (based upon the
last sale price of the Registrant's Common Stock on such date).
Shares of Common Stock outstanding at December 11, 1998: 4,874,191 share
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DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Annual Report to Shareholders for the fiscal
year ended September 30, 1998 are incorporated by reference in Part II and
portions of the Registrant's Proxy Statement for the 1999 Annual Meeting of
Shareholders are incorporated herein by reference in Part III, as indicated.
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PART I
ITEM 1. DESCRIPTION OF BUSINESS
GENERAL DEVELOPMENT OF BUSINESS
Ciprico Inc. and its subsidiaries (Ciprico, Company, Registrant) design,
manufacture, market and service RAID disk arrays for the domestic and
international visual computing markets. The Company's products are compatible
with industry standard architectures enabling users to interface with the
primary open architecture computing platforms found in the visual computing
market designed by Silicon Graphics, Inc. ("Silicon Graphics"), Sun
Microsystems, Inc., Hewlett-Packard Company, IBM Corporation and Apple Computer,
Inc. The Company is ISO 9001 certified, an international quality standard.
The Company was incorporated under the name Computer Products Corporation
in February 1978 and changed its name to Ciprico Inc. in May 1983. Until
September 1980, substantially all of the Company's revenues were generated from
engineering consulting services provided to manufacturers and end users of
computer systems. The Company began development of its controller based products
in January 1980 and shipped its first controller product in September of the
same year. The controller board products are becoming a smaller portion of the
Company's business as it focuses on its disk array markets.
In late 1990 the Company introduced for sale its first RAID (redundant
array of independent disks). This first RAID-3 disk array subsystem allowed five
disk drives to function as one large disk drive to the computer. Since then, the
Company has continued to advance the technology with new product introductions.
The Company's disk arrays are designed to meet the demanding data transfer rate,
storage capacity and data redundancy needs of the visual computing market.
Visual computing refers to the digital representation and complex image
processing of film, video, graphics, photographs, animation, special effects,
three dimensional images and other images. Like many other computer
applications, the trend in visual computing is toward random access, digital
data storage and away from traditional analog tape storage or film methods. The
Company's targeted market segments are entertainment, remote sensing and defense
imaging, geosciences, medical imaging and digital prepress. The Company now
offers several series of RAID-3 disk arrays. Since 1990, Ciprico has focused on
designing leading edge, high performance disk arrays specifically for use in the
Company's targeted market segments, delivering high quality service through
extensive customer training and support programs, and building a sales
organization capable of supporting increased demand for the Company's products.
Statements in this Form 10-K that are forward-looking involve risks and
uncertainties. The Company's actual results could differ materially from those
expressed in any forward-looking statements. For a discussion of these risks and
uncertainties, see "Management's Discussion and Analysis--Forward-Looking
Information."
-1-
NARRATIVE DESCRIPTION OF BUSINESS
(1) PRODUCTS AND SERVICES.
PRODUCTS.
The Company's product line consists mainly of disk arrays, with a smaller
segment of sales from controllers. Both product lines carry the common theme of
providing the highest levels of performance while maintaining connectivity by
adopting industry standards.
The Company introduced its first generation RAID-3 disk array product in
1990. Since then, Ciprico has introduced several new disk array products to meet
the changing needs of its customers. Ciprico now offers customers a choice of
several different series of disk arrays depending on their needs. Prices for the
Company's disk arrays generally range from a list price of $13,000 to $65,300
per disk array depending on the features selected by the customer. Applications
may require one or several disk arrays.
The Company designs, develops and manufactures all of its disk array
products to operate within industry standards and at peak performance levels.
The controller board, internal packaging, component integration and cabinet
design are all results of Ciprico's engineering expertise. Disk drives and power
supplies are mounted on easily removable shuttles which make replacements
simple.
6700 SERIES. The Company's 6700 Series disk array was introduced in 1994
and phased out during 1998 as the demand for Fast Wide SCSI-2 products
diminished with the introduction of faster interfaces.
6900 SERIES. Introduced in 1996, Ciprico's 6900 Series disk arrays use a
new version of the SCSI peripheral interface standard, known as UltraSCSI. While
maintaining compatibility with SCSI-2, the UltraSCSI interface offers a transfer
rate of 40 MBs per second, twice the speed of Fast Wide SCSI-2. Before the
introduction of UltraSCSI, multiple disk arrays had to be striped together to
increase transfer rates. With one 6900 Series UltraSCSI disk array, a user can
retrieve 24-bit color, uncompressed video images at a real-time speed of 30
frames per second. The Company's 6900 Series offers customers eight data drives
plus one redundant drive, which together provide a storage capacity of 72
gigabytes (GB) to 144 GB. The 6900 Series also includes several redundancy
features, including hot swap drives and power supplies.
6500 SERIES. The 6500 Series of disk arrays, targeted at entry-level or
low-cost application environments, began shipping in the fall of 1996. The 6500
Series utilizes the Ultra SCSI interface, offers 40 MB per second transfer rate
and allows users to swap disk drives without losing data or performance. Unlike
Ciprico's 6900 and 7000 products, the 6500 product uses ATA-2 disk drives (also
known as IDE disk drives) internally. ATA disk drives are most commonly found in
personal computers. Use of these drives enables the Company to offer a low-cost
solution to customers while meeting their performance, data redundancy and cost
requirements. The disk arrays are available in an 8 + 1 configuration and have
storage capacities ranging from 50 to 100 GB. The 6500 Series can be striped or
daisy-chained together for additional capacity.
-2-
7000 FIBRE CHANNEL SERIES. In fiscal 1997, Ciprico began shipping its
newest RAID disk array, the 7000 Series, the industry's first disk array to
offer a host interface compatible with full speed Fibre Channel, the fastest
interface currently available. The 7000 Series offers a transfer rate of 100 MB
per second. This disk array is capable of transferring uncompressed video images
in real-time to preserve quality, or simultaneously transferring several dozen
streams of compressed video images.
Ciprico qualifies its 7000 Series disk arrays with popular host adapters
for standard platforms to optimize compatibility with its customer's systems. As
new computer platforms are introduced specifically for Fibre Channel, the
Company intends to integrate the 7000 Series with platforms that deliver the
highest performance possible to take advantage of full speed Fibre Channel which
can offer maximum interface transfer rates of up to 100 MB per second. The 7000
Series is based on SCSI drive technology and consists of nine Fast/Wide SCSI
drives, each connected to a dedicated channel. The storage capacities supported
by the 7000 Series disk arrays range from 72 GB to 144 GB. The total system
storage capacity can grow to a terabyte with only seven arrays using 18 GB
drives and a single host connection. The 7000 Series has hot swap disk drives,
power supplies and fans.
SPECTRA SERIES. Ciprico has developed, in cooperation with Silicon
Graphics, the Spectra Series to work with Silicon Graphics platforms. The 6500,
6900 and 7000 Series of disk arrays may all be ordered as a Spectra package.
Included in the Spectra package is a Ciprico disk array, an adapter for certain
models, and a set of software utilities. These graphical user interface-based
utilities were written by Ciprico to facilitate and simplify the installation
and use of a Ciprico disk array with a Silicon Graphics platform.
HALO SERIES. Ciprico has developed the Halo Series to work with Sun
Microsystems UltraSPARC product line. Currently, only the 7000 Series disk array
may be ordered as a Halo package, with other disk arrays to be offered as market
needs arise. Included in the Halo package is a Ciprico 7000 disk array, the
Fibre Channel adapter card, inter-connect cables, and an extensive GUI-based set
of software utilities for easy configuration and monitoring of disk array
performance.
RADIANT SERIES. RadiaNT is a packaged, fully-integrated hardware/software
RAID disk array storage solution for the NT environment. Based on Ciprico's 7000
Series of Fibre Channel RAID disk arrays, the package includes all components
necessary to take advantage of the performance of full-speed Fibre Channel,
including a PCI to Fibre Channel adapter and a graphical user interface (GUI)
utility package. The 7000 product has been certified as Windows NT compatible by
Microsoft Corporation.
NEW PRODUCTS. Ciprico began shipping a new product called FibreSTORE in the
fall of 1998. FibreSTORE is commonly referred to as a JBOD (just a bunch of
drives) product. The FibreSTORE product offers the performance features expected
in many applications but will not have RAID type redundancy. Upgradeable to our
7000 Fibre Channel disk array, this will be part of a family of products that
will also include a new FibreSTORE RAID product. The FibreSTORE RAID product is
expected to be released in the second half of 1999.
-3-
CONTROLLERS. Prior to 1994, the Company's sales were largely attributed to
controller boards, peripheral input/output connectors for tape and disk drives.
In the early 1990s, as the controller market weakened, the Company transitioned
its focus to the RAID-3 disk array markets. While the Company continues to sell
controller boards, it expects such sales to represent a decreasing percentage of
net sales.
PRODUCT DEVELOPMENT STRATEGY. The Company responds to changing market needs
with development concepts that are continuously re-evaluated against customers'
requirements. As a result, some product development concepts are terminated
before release based on customer feedback. In 1998, the Company abandoned its
development of the RAID Recorder and reassigned resources to accelerate other
high-demand products such as FibreSTORE.
SERVICES.
Ciprico offers several training and service programs including the
Advantage Support Program and the Safety Net Spares Program. The Advantage
Support Program allows the customer to choose which spares it will rent for its
disk array support. This program also offers training for service technicians,
priority telephone support and parts repair and updates at no additional charge.
With the Safety Net Spares Program, critical spare parts are located at the
customer's site on a consignment basis, while other spare parts are available
upon request with next-day delivery. Under this program, the customer's
technicians are provided with training, a training manual, service guide and a
software diagnostic application. Telephone support specialists are also
available through the Company's toll-free help line, which has a 99% attainment
record of customers reaching a technical support specialist on the first call.
International customers have critical and non-critical spare parts on location
and in remote depots.
The Company also provides a return-to-factory parts and labor warranty
against defects in materials and workmanship covering a period of one year from
the date of shipment to customers. Extended warranty and maintenance services
are also offered to customers as the primary warranty expires. All repair work
for the Company's products is presently done at the Company's Plymouth,
Minnesota, manufacturing facility.
(2) MARKETING AND DISTRIBUTION.
MARKETS.
The Company's market focus is visual computing applications. Within the
visual computing market, the Company focuses on entertainment, remote sensing
and defense imaging, geosciences and other emerging markets such as medical
imaging and digital prepress market segments. Each of these market segments
requires the high data transfer rate performance, large storage capacity and
redundancy provided by the Company's RAID-3 disk arrays.
-4-
ENTERTAINMENT. The entertainment market segment includes companies that
create, edit, manipulate and broadcast images, in real-time playback, using
digital technology instead of linear film and video tape. This industry includes
movie studios, post-production houses and video production facilities.
Applications within this market have traditionally included applications such as
3D animation, special effects, film restoration and editing. Film/video
production requires extremely high image resolution because the final image will
be enlarged many times when it is displayed on a movie screen.
An emerging segment of the entertainment market is the digital broadcast
market, with the new high definition television (HDTV) standards mandated in the
U.S. Broadcast and video services applications require very high bandwidth to
supply many simultaneous video streams to multiple users and there can be no
interruptions in service, which cause dead air time. With images stored as data,
new applications for storage devices within the television broadcast segment
will include electronic news gathering, commercial and promotional insertion and
TV broadcast. Digital broadcast markets will also include such applications as
campus and distance learning, movies on demand and in-flight entertainment
systems.
REMOTE SENSING AND DEFENSE IMAGING. The remote sensing and defense imaging
market segment consists of companies and government organizations that capture
and extract images from satellites and transfer them to groundstations for
processing. This market segment has three primary applications where Ciprico
disk arrays are best suited: data capture, image processing and extraction, and
mission planning. Data capture is the process of collecting the images that are
transmitted from a satellite passing overhead to a groundstation located on
earth. The groundstation must be capable of reading these transmitted images
very fast and be ready to receive them during the small window of opportunity
when the satellite is in position to transmit. In the image processing and
extraction application, the images that are gathered at the groundstation are
bundled into data sets. The data sets, which can be hundreds of GBs and require
massive storage, are then sold or supplied to the end users for analyzing the
data. More images are stored in very high resolution formats and, as more and
more images are stored digitally, they can be accessed using logical data base
management, rather than through linear tape. In the mission planning
application, imagery data is used to select strategic targets and rehearse a
mission by viewing a 3D battlefield map and monitor enemy troop and equipment
movements.
Ciprico's disk arrays deliver high performance transfer rates, typically
real-time, that are required by users in the remote sensing and defense imaging
market segment.
GEOSCIENCES. The geosciences market segment is comprised mainly of the
major oil and gas exploration companies. This market segment has undergone
dramatic changes in recent years with the introduction of 3D and 4D (motion)
technology. Seismic data is typically generated by detonating an explosive
charge, sending shock vibrations beneath the earth's surface, which reflect off
underground geological formations. The seismic data, which can be measured in
terabytes (1,000 GB), is recorded, processed to about one-tenth of its original
data size and stored digitally. The processing and interpretation of the seismic
data may take days or even weeks, during which time a Ciprico disk array's
redundancy features are critical should a disk drive or power supply fail. By
using high performance workstations and disk arrays, the seismic information can
be displayed
-5-
through 3D images representing underground geological formations, enabling the
exploration company to locate oil fields and determine optimal drilling sites.
OTHER MARKETS. The Company's products are also used in applications in the
medical imaging market segment and digital prepress market segment. Within the
medical imaging market segment, applications for Ciprico disk arrays include
diagnostic imaging, picture archival communication systems and 3-D imaging
applications. When a patient is undergoing an image acquisition procedure,
imaging systems need to capture and display image data 100% of the time. Ciprico
disk arrays provide the performance and redundancy that is required for these
medical applicataions.
Within the digital prepress market segment, computer-to-plate or
direct-to-press manufacturers utilize disk arrays to optimize performance.
Digital technology eliminates the material costs of photographic film, increases
the quality and accuracy of image reproduction, and provides the printer with
tools for quick turnaround. As the printing industry endorses digital technology
to reduce cost, improve flexibility and shorten production schedules, new
opportunities are developing within the prepress market. RAID-based disk storage
provides many features and benefits for improving the capabilities of digital
prepress applications.
DISTRIBUTION.
The Company has identified segments of the visual computing market and
allocated marketing resources to support its principal market segments. Market
managers with an in-depth understanding of the market applications develop a
comprehensive marketing plan tailored to the needs of each market segment,
including market and promotional strategy. In addition, the Company relies on
its experienced application engineers to support the Company's marketing and
sales efforts.
The Company's products are sold through a combination of direct sales
people, value-added distribution and resellers. Ciprico's direct sales
organization is primarily responsible for "demand creation" activities and
distribution management. This enables the Company to establish strong direct
ties with its customers, resellers and end users. The Company has direct sales
representatives in the Boston, Washington D.C., Midwest, Texas, California, and
Pacific Northwest sections of North America. The Company has international sales
and service offices in Newbury, England, Singapore and Tokyo.
As part of the Company's marketing and sales strategy, the Company enters
into relationships with companies who could play an important role in the
successful marketing of the Company's products. The Company's disk arrays are
sold to OEMs for inclusion in their own computer systems, to systems
integrators, large end-users (including government departments and agencies) and
VARs who in turn sell the disk arrays to end users. The initial sales process is
complex, requiring interaction with several layers of the customer's
organization and extensive technical exchanges, product demonstrations and
commercial negotiations. As a result, the Company's typical sales cycle is three
to nine months.
-6-
The Company has developed a strong relationship with Silicon Graphics, Inc.
(SGI) a leading manufacturer of computer platforms in the visual computing
market. In February 1998, the Company announced that after completion of
extensive testing of Ciprico's products, SGI had agreed to become a reseller of
Ciprico's RAID 3 disk arrays. In 1998, sales through SGI totaled $11 million.
(3) STATUS OF NEW PRODUCTS.
See item (10) below.
(4) COMPETITION.
The market for all levels of RAID disk arrays is highly competitive. The
Company competes with other disk array manufacturers, with manufacturers of
proprietary integrated computer systems and with systems integrators that market
computer systems which contain general purpose RAID disk arrays. Such
competitors often offer systems at lower prices than those offered by the
Company and the Company must compete on the basis of product performance in
specific applications. Many of these competitors have greater financial,
manufacturing and marketing resources than those of the Company.
The Company's ability to compete successfully depends upon its ability to
continue to develop high performance products that obtain market acceptance and
can be sold at increasingly competitive prices. Although the Company believes
that its RAID-3 disk array products have certain competitive advantages, there
can be no assurance that the Company will be able to compete successfully in the
future or that other companies may not develop products with greater performance
and thus reduce the demand for the Company's products, or that the Company will
not encounter increased price competition for such products which could
materially and adversely affect the Company's operating results. Also, the
Company's OEM customers and other manufacturers could develop their own disk
arrays or could integrate competitive RAID disk arrays into their systems rather
than the Company's products, which could materially and adversely affect the
Company's operating results.
(5) SOURCES AND AVAILABILITY OF RAW MATERIALS.
The Company's controller products are comprised of a printed circuit board
made up of various integrated circuits and miscellaneous electronic components.
Many of the components are industry standard parts and readily available from
many suppliers at competitive prices. The board assemblies are purchased from an
ISO 9000, independent board assembly firm which manufactures the assemblies to
the Company's specifications. The completed board assembly is received at the
Company's plant where it is subject to test procedures to insure product
performance, reliability and quality.
The disk array is comprised mainly of a controller, metal cabinet, disk
drives, power supply and other miscellaneous parts. The metal enclosure and
power supply are specified to the Company's needs, but alternative sources for
the components are available. The Company has
-7-
strategic partners with which it works closely to fill these needs. The
principal suppliers are Arrow Electronics, Inc., MCMS, Inc. and Du Fresne
Manufacturing Co.
The Company depends heavily on its suppliers to provide high quality
materials on a timely basis and at reasonable prices. Although many of the
components for the Company's products are available from numerous sources at
competitive prices, certain of the disk drives used in its products are
presently purchased by the Company from a single source. Furthermore, because of
increased industry demand for many of those components, their manufacturers may,
from time to time, not be able to make delivery on orders on a timely basis. In
addition, manufacturers of components on which the Company relies may choose,
for numerous reasons, not to continue to make those components, or the next
generation of those components, available to the Company.
The Company has no long-term supply contracts. There can be no assurance
that the Company will be able to obtain, on a timely basis, all of the
components it requires. If the Company cannot obtain essential components as
required, the Company could be unable to meet demand for its products, thereby
materially adversely affecting its operating results and allowing competitors to
gain market share. In addition, scarcity of such components could result in cost
increases and adversely affect the Company's operating results.
Assembly operations for the Company are ISO 9001 certified, located in
Plymouth, Minnesota and are typical of the electronics industry with no unusual
methods or equipment required. The sophisticated nature of the Company's
products does, however, require extensive testing by skilled personnel. The
Company utilizes specialized testing equipment and maintains an internal test
engineering group to provide this product support.
(6) CUSTOMER DEPENDENCE.
The Company's products are sold to a broad base of customers. In 1998,
sales through Silicon Graphics, Inc. totaled $11.0 million. For the year ended
September 30, 1997, one customer in the remote sensing and defense imaging
market, a department of the U.S. Navy, represented 10% of net sales. For the
year ended September 30, 1996, sales to Sony Trading International and Sony
Pictures Imageworks combined, totaled 18% of net sales, while sales to Avid
Technology totaled 11% of net sales.
(7) PATENTS AND TRADEMARKS.
The Company has no patents, and does not consider ownership of patents to
be material to its business. The Company believes that the rapidly changing
technology in the computer industry makes the Company's future success dependent
more on the technical competence and creative skills of its personnel than on
any patents it may be able to obtain. However, protection of the Company's
proprietary hardware, firmware and software is very important to the Company. It
relies upon trade secrecy and confidentiality agreements with its employees and
customers, rather than on patent or copyright protection, to preserve its
intellectual property rights in this material. The Company has obtained federal
registrations for the trademarks Ciprico-Registered Trademark-, and Spectra
6000-Registered Trademark- and has registrations pending for trademarks for
HALO-TM-, FibreSTORE-TM-, and SANity-TM-.
-8-
(8) BACKLOG AND GOVERNMENT APPROVALS.
The Company historically has operated on low levels of backlog, and
therefore, does not consider the level of backlog to be indicative of future
operating results. As of September 30, 1998, the Company had $1.3 million in
backlog which is scheduled to ship in fiscal 1999. The Company is not required
to obtain government approval of its products.
(9) EFFECT OF GOVERNMENT REGULATIONS.
The Company does not believe that any existing or proposed governmental
regulations will have a material effect on its business.
(10) RESEARCH AND NEW PRODUCT DEVELOPMENT.
The Company operates in an industry which is subject to rapid technological
change. Its goals in research and development are to develop leading edge
products that adhere to industry standards. The Company's ability to achieve
this goal is largely dependent upon its ability to anticipate and respond to
change. The Company uses engineering design teams that work cross-functionally
with marketing managers, application engineers and customers to develop products
and product enhancements. Computer input/output interface standards are
maintained and an extensive disk drive qualification program is in place to
monitor off-the-shelf disk drives to ensure the quality and performance of the
disk drives integrated into the Company's disk arrays. As part of its
development strategy, the Company actively seeks available, cooperative and
co-development activities with industry leaders in the hardware, software and
systems businesses, such as Silicon Graphics.
Ciprico's research and development efforts have been successful as
demonstrated by such accomplishments as offering the first RAID-3 disk array to
achieve real-time playback of uncompressed video, and the first and only RAID-3
provider to be approved for resale by Silicon Graphics, Inc. In 1996, the
Company announced its first product utilizing the new Fibre Channel interface.
The Company invested significant resources in the development of its Fibre
Channel disk array and was the first manufacturer to introduce a disk array
integrating this new interface. Volume shipments of this product began in
November 1996 and continue to be strong. An entirely new Fibre Channel product,
the FibreSTORE, was recently introduced. This product incorporates Fibre Channel
disk drives into a high performance, dual loop architecture. The FibreSTORE is a
base component in the Company's next generation disk array family. Product
introductions of a new RAID controller product as well as higher capacity
configurations incorporating FibreSTORE are forthcoming.
Software development programs and product introductions are also within the
Company's research and development strategy. Platform specific software packages
for the SGI and SUN/Solarius platforms are being upgraded to enhance the new
FibreSTORE product family. RadiaNT, a software package for the Windows NT
operating system was recently completed and introduced. In 1999, the Company
expects to further explore the market for Storage Area Network (SAN) solutions.
-9-
The Company invested $4,527,000, $3,172,000 and $2,423,000 in research and
development expenses in fiscal 1998, 1997 and 1996, respectively. All of the
Company's research and development expenditures are expensed as incurred. At
November 30, 1998, the Company had 30 full-time employees engaged in research
and development activities.
The Company does not have significant firm orders for its development stage
products. There is no assurance that any of the Company's development programs
will be completed or that the resulting products, if any, will be marketed
successfully.
(11) ENVIRONMENTAL REGULATION.
Compliance by the Company with present federal, state and local provisions
regulating the discharge of material into the environment, or otherwise relating
to the protection of the environment, has not had and is not expected to have
any material effect upon the capital expenditures, earnings or competitive
position of the Company.
(12) EMPLOYEES.
At November 30, 1998, the Company had 114 full-time employees, of which 19
were engaged in manufacturing, 30 in engineering and research and development,
51 in sales, sales support and marketing and 14 in general management and
administration. None of the Company's employees are represented by a labor
union. The Company has experienced no work stoppages and believes that its
employee relations are good.
Management believes that the future success of the Company will depend in
part on its ability to attract and retain qualified technical, management and
marketing personnel. Such experienced personnel are in great demand, and the
Company must compete for their services with other firms which may be able to
offer more favorable benefits.
ITEM 2. DESCRIPTION OF PROPERTY
The Company's administrative headquarters, manufacturing and research and
development operations are located in one building in Plymouth, Minnesota,
totaling approximately 36,400 square feet. The lease for this space expires in
October 2002. The Company believes that its existing facilities and equipment
are well maintained and in good operating condition. The Company owns most of
the equipment used in its operations. Such equipment consists primarily of
manufacturing and test equipment, tools, fixtures and computer hardware and
software.
ITEM 3. LEGAL PROCEEDINGS
The Company is not a party to nor is any of its property subject to any
material pending legal proceedings, nor are any material legal proceedings known
to be contemplated by governmental authorities or others.
-10-
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of security holders through the
solicitation of proxies or otherwise during the fourth quarter of the Company's
fiscal year.
EXECUTIVE OFFICERS OF THE REGISTRANT
The names, ages and positions of the Company's executive officers are as
follows:
Name Age Position(s)
---- --- -----------
Robert H. Kill 51 Chairman of the Board, President
and Chief Executive Officer
Stephen R. Hansen 46 Vice President - Product Development
and Operations
Joan K. Berg 46 Vice President of Finance,
Chief Financial Officer and Secretary
Officers are elected annually by and serve at the discretion of the Board
of Directors. There is no family relationship between the executive officers of
the Company.
Robert H. Kill has been Chairman of the Board of Directors of the Company
since January 1996, President and Chief Executive Officer since March 1988 and a
director since September 1987. Mr. Kill was Executive Vice President of the
Company from September 1987 to March 1988, Secretary from September 1987 to July
1988 and from November 1989 to October 1993, and Vice President and General
Manager from August 1986 to September 1987. Mr. Kill held several marketing and
sales positions at Northern Telecom, Inc. from 1979 to 1986, his latest position
being Vice President, Terminals Distribution.
Stephen R. Hansen was elected Vice President - Product Development and
Operations in September 1998. Mr. Hansen has been with the Company since June
1989. From 1983 to 1989, he held Engineering and Management positions with Zycad
Corporation, a developer of high performance supercomputers used for simulation
of VLSI technology. From 1974 to 1983, he held various research and engineering
positions with Control Data Corporation.
Joan K. Berg joined the Company as Vice President of Finance, Chief
Financial Officer and Secretary in September 1998. From 1995 to 1998, Ms. Berg
was Chief Financial Officer of Coda Music Technology, Inc. From 1986 to 1994,
Ms. Berg was the Vice President and Controller of ADC Telecommunications, Inc.,
a manufacturer of telecommunications equipment. Prior to that time, Ms. Berg
practiced as a certified public accountant with Arthur Andersen LLP.
-11-
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The information required by Item 5 is incorporated herein by reference to
the section labeled "Stock Trading" which appears in the Registrant's Annual
Report to Shareholders for the fiscal year ended September 30, 1998.
ITEM 6. SELECTED FINANCIAL DATA
The information required by Item 6 is incorporated herein by reference to
the sections labeled "Selected Consolidated Statements of Operations Data" and
"Selected Consolidated Balance Sheet Data" which appears in the Registrant's
Annual Report to Shareholders for the fiscal year ended September 30, 1998.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The information required by Item 7 is incorporated herein by reference to
the section labeled "Management's Discussion and Analysis," including disclosure
respecting forward-looking information, which appears in the Registrant's Annual
Report to Shareholders for the fiscal year ended September 30, 1998.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company does not have any material, near-term, market rate risk.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by Item 8 is incorporated herein by reference to
the consolidated financial statements, notes thereto and Independent Auditors'
Report thereon which appear in the Registrant's Annual Report to Shareholders
for the fiscal year ended September 30, 1998.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Previously reported.
-12-
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Other than "Executive officers of the Registrant" which is set forth
at the end of Part I of this Form 10-K, the information required by Item 10
relating to directors and compliance with Section 16(a) is incorporated herein
by reference to the sections labeled "Election of Directors" and "Section 16(a)
Beneficial Ownership Reporting Compliance," respectively, which appear in the
Registrant's definitive Proxy Statement for its 1999 Annual Meeting of
Shareholders.
ITEM 11. EXECUTIVE COMPENSATION
The information required by Item 11 is incorporated herein by reference to
the section labeled "Executive Compensation" which appears in the Registrant's
definitive Proxy Statement for its 1999 Annual Meeting of Shareholders.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by Item 12 is incorporated herein by reference to
the sections labeled "Principal Shareholders" and "Management Shareholdings"
which appear in the Registrant's definitive Proxy Statement for its 1999 Annual
Meeting of Shareholders.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS AND REPORTS ON FORM 8-K
(a) EXHIBITS. See "Exhibit Index" on page following signatures.
(b) FINANCIAL STATEMENT SCHEDULES. None.
(c) REPORTS ON FORM 8-K.
No report on Form 8-K was filed by the Company during the fourth quarter of
fiscal 1998.
-13-
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.
CIPRICO INC.
(the "Registrant")
Date: December 18, 1998 By /s/ Robert H. Kill
---------------------------------------
Robert H. Kill, Chairman of the Board
and President
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.
(Power of Attorney)
Each person whose signature appears below constitutes and appoints ROBERT
H. KILL and JOAN K. BERG his true and lawful attorneys-in-fact and agents, each
acting alone, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign any or all
amendments to this Annual Report on Form 10-K and to file the same, with all
exhibits thereto, and other documents in connection therewith with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, each acting alone, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intent and purposes as he might or could do in
person, hereby ratifying and confirming all said attorneys-in-fact and agents,
each acting alone, or his substitute or substitutes, may lawfully do or cause to
be done by virtue thereof.
Signature Title Date
--------- ----- ----
/s/ Robert H. Kill Chairman, President and Director December 18, 1998
-----------------------
Robert H. Kill (Principal executive officer)
/s/ Joan K. Berg Vice President of Finance and Chief December 18, 1998
-----------------------
Joan K. Berg Financial Officer (Principal
financial and accounting officer)
Director December , 1998
-----------------------
William N. Wray
/s/ Donald H. Soukup Director December 18, 1998
-----------------------
Donald H. Soukup
/s/ Ronald B. Thomas Director December 18, 1998
-----------------------
Ronald B. Thomas
/s/ Gary L. Deaner Director December 18, 1998
-----------------------
Gary L. Deaner
Director December , 1998
-----------------------
Peyton Gannaway
-14-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBIT INDEX TO FORM 10-K
For the fiscal year ended Commission File No.: 0-11336
September 30, 1998
CIPRICO INC.
Exhibit Description
- ------- -----------
2 Agreement and Plan of Merger of Ciprico Inc. (a Minnesota corporation)
into Ciprico Inc. (a Delaware corporation)--incorporated by reference
to Exhibit 2 of the Registrant's Form 10-Q for the quarter ended March
31, 1988*
3.1 The Registrant's Certificate of Incorporation, as amended to
date--incorporated by reference to Exhibit 19.1 of the Registrant's
Form 10-Q for the quarter ended March 31, 1988*
3.2 The Registrant's Bylaws, as amended to date--incorporated by reference
to Exhibit 19.2 of the Registrant's Form 10-Q for the quarter ended
March 31, 1988*
10.1 Lease Agreement, dated December 3, 1991, relating to manufacturing
space located at 2800 Campus Drive, Plymouth, Minnesota and corporate
office space located at 2955 Xenium Lane, Plymouth Minnesota--
incorporated by reference to Exhibit 10.1 of the Registrant's Form
10-K for the fiscal year ended September 30, 1991*
10.2 First Amendment, dated July 1, 1996, to Lease Agreement dated December
3, 1991, relating to space at 2800 Campus Drive, Plymouth, Minnesota--
incorporated by reference to Exhibit 10.2 of the Registrant's Form
10-KSB for the fiscal year ended September 30, 1996.*
10.3 Second Amendment, dated September 2, 1997, to Lease Agreement dated
December 3, 1991 relating to space at 2800 Campus Drive, Plymouth,
Minnesota - - incorporated by reference to Exhibit 10.3 of the
Registrant's Form 10-KSB for the fiscal year ended September 30,
1997.*
* Incorporated by reference - Commission File No. 0-11336
** Indicates a management contract or compensatory plan or arrangement required
to be filed as an exhibit to this Form 10-K.
10.4 License Agreement between Cottrill, Inc. and TechSource Inc.,
Registrant's subsidiary, dated December 18, 1987--incorporated by
reference to Exhibit 10.18 of the Registrant's Form 10-K for the
fiscal year ended September 30, 1988*
10.5** Registrant's 1992 Nonqualified Stock Option Plan--incorporated by
reference to Exhibit 10.13 of the Registrant's Form 10-K for the
fiscal year ended September 30, 1992*
10.6** Specimens of Nonqualified Stock Option Agreements under 1992
Nonqualified Stock Option Plan--incorporated by reference to Exhibit
10.14 of the Registrant's Form 10-K for the fiscal year ended
September 30, 1992*
10.7** Amendment No. 1 to Registrant's 1992 Nonqualified Stock Option Plan--
incorporated by reference to Exhibit 10.11 of the Registrant's Form
10-KSB for the fiscal year ended September 30, 1995*
10.8** Amendment No. 2 to Registrant's 1992 Nonqualified Stock Option Plan--
incorporated by reference to Exhibit 10.12 of the Registrant's Form
10-KSB for the fiscal year ended September 30, 1995*
10.9** Registrant's 1994 Incentive Stock Option Plan--incorporated by
reference to Exhibit 10.13 of the Registrant's Form 10-KSB for the
fiscal year ended September 30, 1993*
10.10** Specimen of Incentive Stock Option Agreement under 1994 Incentive
Stock Option Plan--incorporated by reference to Exhibit 10.14 of the
Registrant's Form 10-KSB for the fiscal year ended September 30, 1993*
10.11** Registrant's 1996 Restricted Stock Plan--incorporated by reference to
Exhibit 10.15 of the Registrant's Form 10-KSB for the fiscal year
ended September 30, 1995*
10.12** Specimen of Restricted Stock Agreement under 1996 Restricted Stock
Plan--incorporated by reference to Exhibit 10.16 of the Registrant's
Form 10-KSB for the fiscal year ended September 30, 1995*
* Incorporated by reference - Commission File No. 0-11336
** Indicates a management contract or compensatory plan or arrangement required
to be filed as an exhibit to this Form 10-K.
10.13** Restricted Stock Agreement dated December 30, 1994 between Registrant
and Robert H. Kill--incorporated by reference to Exhibit 10.1 of the
Registrant's Form 10-QSB for the quarter ended June 30, 1995.*
10.14 Agreement dated January 29, 1998 between Silicon Graphics, Inc. and
Registrant.
13 Portions of September 30, 1998 Annual Report to Shareholders
incorporated by reference in this Form 10-K.
22 SUBSIDIARIES OF THE REGISTRANT
Jurisdiction
Name of Incorporation
---- ----------------
Ciprico FSC, Inc. Virgin Islands
Ciprico (Europe) Limited England
Ciprico Asia-Pacific, Inc. Delaware
23.1 Consent of Grant Thornton LLP
23.2 Consent of KPMG Peat Marwick LLP
24 Power of Attorney from Certain Directors--see Signature Page
27 Financial Data Schedule (filed in electronic format only)
* Incorporated by reference - Commission File No. 0-11336
** Indicates a management contract or compensatory plan or arrangement required
to be filed as an exhibit to this Form 10-K.