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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
(AMENDMENT NO. 1)
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED JUNE 30, 2003
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
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Commission File Number 000-23597
EXTENDED SYSTEMS INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE 82-0399670
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5777 NORTH MEEKER AVENUE, BOISE, ID 83713
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (208) 322-7575
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
(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 the 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. |_|
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes |_| No |X|
The aggregate market value of the voting stock held by non-affiliates of the
Registrant, based upon the closing price of such stock on December 31, 2002 as
reported on the Nasdaq National Market, was approximately $19 million. Shares of
common stock held by each officer and director and by each person who own 5% or
more of the outstanding shares of 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.
As of September 19, 2003, there were 14,037,622 shares outstanding of the
Registrant's common stock.
EXPLANATORY NOTE
This Form 10-K/A (Amendment No. 1) amends the Registrant's Annual Report on Form
10-K for the fiscal year ended June 30, 2003, which was originally filed on
September 29, 2003, to restate and amend the information required by Part IV,
Item 16(a)3, of this Annual Report on Form 10-K.
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PART IV
ITEM 16. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) 3. EXHIBITS
Exhibit Number Description
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2.4 Agreement and Plan of Merger and Reorganization by and among
Extended Systems Incorporated, Venus Acquisition
Corporation, ViaFone, Inc., U.S. Bank N.A. as the Escrow
Agent and Josh Stein as the Company Representative dated May
28, 2002. (5)
3.1 Restated Certificate of Incorporation. (1)
3.2 Restated Bylaws. (2)
4.1 Preferred Stock Rights Agreement, dated June 5, 2003,
between the Registrant and Equiserve Trust Company, N.A.,
including the Certificate of Designation, the form of Rights
Certificate and the Summary of Rights attached thereto as
Exhibits A, B, and C, respectively. (7)
10.1 Form of Indemnification Agreement for directors and
officers. (1)
10.2.1 1998 Stock Plan and form of agreement thereunder. (1)
10.2.2 Amendment 1 to the 1998 Stock Plan. (4)
10.3.1 1998 Employee Stock Purchase Plan and forms of participation
agreements thereunder. (1)
10.3.2 Amendment 1 to the Employee Stock Purchase Plan. (4)
10.4.1 1998 Directors Stock Option Plan and form of agreement
thereunder. (1)
10.4.2 Amendment 1 to the 1998 Directors Stock Option Plan. (4)
10.5 1994 Incentive Stock Option Plan. (1)
10.6 1987 Restricted Stock Option Plan, as amended. (1)
10.7 1984 Incentive Stock Option Plan, as amended. (1)
10.8 Extended Systems Incorporated 2001 Approved Share Option
Scheme. (4)
10.9 Extended Systems Incorporated 401(k) Plan. (1)
10.10.1 Commercial/Investment Real Estate Purchase and Sale
Agreement dated September 3, 2003 between Extended Systems
of Idaho, Incorporated and Hopkins Real Estate Investment
#I, LLC. (8)
10.10.2 Commercial Lease Agreement dated September 26, 3003 between
Extended Systems of Idaho, Incorporated and Hopkins Real
Estate Investments, LLC. (8)
10.10.3 Option Agreement dated September 26, 2003 between Extended
Systems of Idaho, Incorporated and Hopkins Real Estate
Investments, LLC. (8)
10.21 Employment Agreement between the Company and Steven D.
Simpson. (1)
10.22 Employment Agreement between the Company and Raymond A.
Smelek. (8)
10.26 Employment Agreement between the Company and Bradley J.
Surkamer. (3)
10.27.1 Employment Agreement between the Company and Karla K. Rosa.
(3)
10.27.2 Amendment to Employment Agreement between the Company and
Karla K. Rosa. (8)
10.28 Employment Agreement between the Company and Raphael Auphan.
(6)
10.29 Employment Agreement between the Company and Fernando
Ruarte. (6)
10.30.1 Employment Agreement between the Company and Kerrin Pease.
(8)
10.30.2 Amendment to Employment Agreement between the Company and
Kerrin Pease. (8)
10.31.1 Employment Agreement between the Company and Mark A.
Willnerd. (8)
10.31.2 Amendment to Employment Agreement between the Company and
Mark A. Willnerd. (8)
10.32.1 Employment Agreement between the Company and Nigel Doust.
(8)
10.32.2 Amendment to Employment Agreement between the Company and
Nigel Doust. (8)
10.33 Employment Agreement between the Company and Charles W.
Jepson. (8)
10.50 Separation Agreement between the Company and Donald J.
Baumgartner. (8)
10.51 Separation Agreement between the Company and Bradley J.
Surkamer. (8)
10.52 Separation Agreement between the Company and Fernando
Ruarte. (8)
10.53 Separation Agreement between the Company and Raphael Auphan.
(8)
10.54 Separation Agreement between the Company and Steven D.
Simpson. (8)
13.1 President's Letter to Stockholders included in 2003 Annual
Report.*
21.1 List of Subsidiaries. (8)
23.1 Consent of Independent Accountants.*
31 Certification of Executive Officers pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.*
32 Certification of Executive Officers pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.*
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(1) Incorporated by reference from the Registrant's Registration Statement
on Form S-1 (File No. 333-42709) filed with the Securities and Exchange
Commission on March 4, 1998.
(2) Incorporated by reference from our Quarterly Report on Form 10-Q filed
with the Securities and Exchange Commission on May 14, 1998.
(3) Incorporated by reference from our Annual Report on Form 10-K filed with
the Securities and Exchange Commission on September 28, 1999.
(4) Incorporated by reference from our Annual Report on Form 10-K filed with
the Securities and Exchange Commission on September 17, 2001.
(5) Incorporated by reference from Registrant's Registration Statement on
Form S-4, as amended (File No. 333-91202), filed initially with the
Securities and Exchange Commission on July 19, 2002.
(6) Incorporated by reference from our Annual Report on Form 10-K filed with
the Securities and Exchange Commission on September 20, 2002.
(7) Incorporated by reference from our Current Report on Form 8-K filed with
the Securities and Exchange Commission on June 9, 2003.
(8) Incorporated by reference from our Annual Report on Form 10-K filed with
the Securities and Exchange Commission on September 29, 2003.
* Filed herewith.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Amendment to its Annual Report
on Form 10-K to be signed on its behalf by the undersigned, thereunto duly
authorized, in Boise, Idaho, on November 5, 2003.
EXTENDED SYSTEMS INCORPORATED
By: /s/ CHARLES W. JEPSON
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CHARLES W. JEPSON
PRESIDENT AND 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 Registrant and in
the capacities indicated on November 5, 2003.
SIGNATURE TITLE
/s/ CHARLES W. JEPSON President and Chief Executive Officer
- ------------------------------- (Principal Executive Officer)
CHARLES W. JEPSON
* Vice President of Finance, Chief Financial
- ------------------------------- Officer and Corporate Secretary (Principal
KARLA K. ROSA Financial and Accounting Officer)
* Director
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RAYMOND A. SMELEK
* Director
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JOHN M. RUSSELL
* Director
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RUSSEL H. MCMEEKIN
* Director
- -------------------------------
JAMES R. BEAN
* Director
- -------------------------------
JODY B. OLSON
By: /s/ CHARLES W. JEPSON
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CHARLES W. JEPSON
ATTORNEY-IN-FACT
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