10-K/A 1 v74212a2e10-ka.txt AMENDMENT NO.2 TO FORM 10-K DECEMBER 31, 2000 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- FORM 10-K/A AMENDMENT NO. 2 [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 COMMISSION FILE NUMBER: 0-22649 ---------------- ARIS CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) WASHINGTON 91-1497147 (STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 2229 112TH AVENUE NE BELLEVUE, WASHINGTON 98004 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) (425) 372-2747 (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) ---------------- SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE. SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: Name of each exchange Class on which registered ------------ ---------------------- Common Stock NASDAQ National Market ---------------- 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 [ ] 2 SIGNATURES Pursuant to the requirements of Section 13 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. ARIS CORPORATION By: /s/ KENDALL W. KUNZ ------------------------------------ Kendall W. Kunz Chief Executive Officer and President POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints Kendall W. Kunz and Fred Schapelhouman, or either of them, such person's true and lawful attorneys-in-fact and agents, with full power of substitution, and resubstitution, for such person and in such person's name, place and stead, in any and all capacities, to sign any and 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 full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as such person might or could do in person, hereby ratify and confirming all that said attorneys-in-fact and agents, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof. 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 indicated below on the 19th day of March 2000.
SIGNATURE TITLE --------- ----- /s/ KENDALL W. KUNZ Chief Executive Officer, President, ----------------------------------------------------- Secretary and Director Kendall W. Kunz (Principal Executive Officer) /s/ FRED SCHAPELHOUMAN Chief Financial Officer ----------------------------------------------------- (Principal Financial and Accounting Officer) Fred Schapelhouman /s/ PAUL Y. SONG Director ----------------------------------------------------- Paul Y. Song /s/ BRUCE R. KENNEDY Director ----------------------------------------------------- Bruce R. Kennedy /s/ KENNETH A. WILLIAMS Director ----------------------------------------------------- Kenneth A. Williams /s/ BARRY L. ROWAN Director ----------------------------------------------------- Barry L. Rowan
3 ================================================================================ TABLE OF CONTENTS Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K Exhibit 10.21 -------------------------------------------------------------------------------- This Amendment No. 2 is being filed solely to disclose information in Exhibit 10.21 that was previously treated as confidential in nature. Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K (c) Exhibits - INDEX TO EXHIBITS
Exhibit No. Description ------ ----------- 2.1 Amended and Restated Agreement and Plan of Merger dated August 5, 1999 (A) among the Company, fine.com International Corp., Aris Interactive, Inc., Daniel M. Fine, Frank Hadam and Herbert L. Fine (Exhibit 2.1) 2.2 Asset Purchase Agreement entered into on May 1, 2000, by and between (G) SQLSoft, Inc. and Aris Corporation 2.3 Asset Purchase Agreement dated August 10, 2000 by and among, Aris UK (H) Limited, a Company incorporated in England and Wales, Gilat Communications Ltd., an Israeli corporation, Winford Management Limited, a Company incorporated in England and Wales and John Bryce Training (Europe) B.V., a Dutch company (Exhibit 99.1) 2.4 Stock Purchase Agreement by and between Paul Y. Song, Aris Corporation (I) and Noetix Corporation (Exhibit 99.1) 3.1 Amended and Restated Articles of Incorporation. (Exhibit 3.1) (B) 3.2 Amended and Restated Bylaws. (Exhibit 3.2) (B) 4.1 Articles IV and V of the Amended and Restated Articles. (Exhibit 4.1) (B) 4.2 Articles II, IV, VI, VII, IX, X and XI of the Amended and Restated (B) Bylaws. (Exhibit 4.2) 10.1 Applied Relational Information Systems, Inc. 1995 Stock Option Plan. (B) (Exhibit 10.1) + 10.2 Aris Corporation 1997 Stock Option Plan. (Exhibit 10.2) + (B) 10.3 Amendment dated March 24, 1998 to Aris Corporation 1997 Stock Option (J) Plan (Exhibit 99.1) 10.4 Amendment dated April 15, 1999 to the Aris Corporation 1997 Stock Option (K) Plan (Exhibit 4.1)
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Exhibit No. Description ------ ----------- 10.5 Aris Corporation 2000 Stock Option Plan (Exhibit 99.1) (L) 10.6 Aris Corporation 1998 Employee Stock Purchase Plan. (Exhibit 99.1) + (B) 10.7 Amendment dated March 24, 1998 to Aris Corporation 1998 Employee Stock (F) Purchase Plan. (Exhibit 99.1) + 10.8 Amendment dated April 15, 1999 to Aris Corporation 1998 Employee Stock (M) Purchase Plan (Exhibit 4.1) 10.9 Employment Agreement dated July 22, 1992 between the Company and Kendall (B) W. Kunz. (Exhibit 10.4) + #10.10 Amendment to Employment Agreement between the Company and William E. Berry, effective January 20, 2000. + 10.11 Employment Agreement between the Company and Daniel M. Fine, effective (N) August 31, 1999. + (Exhibit 10.14) 10.12 Form of Indemnification Agreement for Directors and Officers (Exhibit (E) 10.7) 10.13 Summary of Insurance held by the Company prepared by Acordia Northwest, (B) Inc. on March 10, 1997. (Exhibit 10.8) 10.14 Credit Agreement between the Company and U.S. Bank of Washington, (B) National Association, dated March 14, 1997. (Exhibit 10.9) 10.15 Registration Rights Agreement dated as of February 28, 1997 by and (B) between the Company and certain holders of Common Stock. (Exhibit 10.10) 10.16 Registration Rights Agreement dated as of February 28, 1997 by and (B) between the Company and Charles Henderson Cunningham. (Exhibit 10.11) 10.17 Sun Microsystems Educational Services U.S. Strategic Alliance Agreement (B) by and between SunService, a division of Sun Microsystems Inc. and the Company. (Exhibit 10.36) 10.18 Microsoft vendor contracts (Exhibit 10.37) (B) 10.19 Oracle vendor contracts (Exhibit 10.38) (B) #10.20 Lease between CIN Eagle Rock, L.L.C. and the Company dated June 16, 2000, pertaining to the Company's office in New Jersey *10.21 Master Services Agreement between General Electric Company and the Company dated April 1, 2000 #10.22 Consulting Services Agreement between ATMI and the Company dated October 6, 1999 #10.23 Information Technology Professional Services Agreement between General Services Administration Federal Supply Service and the Company dated October 7, 1997 to October 6, 2002 #10.24 Contract between State of Colorado Department of Human Services and the Company dated October 2, 1998 #10.25 Agreement for Temporary Services In Support of Information Technology Solutions between AT&T Broadband and the Company dated May 22, 2000 #10.26 Professional Services Agreement between Aspect Telecommunications, Inc. and the Company dated January 5, 1998. This agreement terminated effective March 30, 2001. #10.27 Professional Services Agreement between California State Automobile Association Inter-Insurance Bureau and the Company dated January 1, 1999 #10.28 Registration Rights Agreement between Noetix Corporation and the Company dated January 30, 2001 **21.1 List of the Company's Subsidiaries. **23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants. **23.2 Consent of Shaw and Company, Chartered Certified Accountants. **24.1 Power of Attorney (Included in the signature page to Form 10-K).
+ Management contract or compensatory plan * Included herewith, with certain information disclosed that was previously treated as confidential in nature pursuant to a request for confidential treatment filed on April 10, 2001, and amended on July 19, 2001. # Previously included with the Company's Form 10-K/A Amendment No. 1, as filed on April 10, 2001, with certain information omitted pursuant to a request for confidential treatment filed on April 10, 2001, and amended on July 19, 2001 5 ** Previously filed with the Company's Annual Report on Form 10-K filed on April 2, 2001. (A) Incorporated by reference to designated exhibit included with the Company's Registration Statement on Form S-4 dated August 5, 1999 (SEC File number 333-84595) (B) Incorporated by reference to designated exhibit included with the Company's Registration Statement on Form S-1, SEC file number 333-25409. (C) Incorporated by reference to designated exhibit included with the Company's Registration Statement on Form S-8, SEC file number 333-40923. (D) Incorporated by reference to designated exhibit included with the Company's Registration Statement on Form S-4 filed with the Securities and Exchange Commission on May 5, 1998, SEC file number 333-51859. (E) Incorporated by reference to designated exhibit included with the Company's Annual Report on Form 10-K for the fiscal year ending December 31, 1997. (F) Incorporated by reference to designated exhibit included with the Company's Registration Statement on Form S-8 filed with the SEC on December 1, 1998, SEC file number 333-68199. (G) Incorporated by reference to designated exhibit included with the Company's Current Report on Form 8-K filed on May 16, 2000. (H) Incorporated by reference to designated exhibit included with the Company's Current Report on Form 8-K filed on August 31, 2000. (I) Incorporated by reference to designated exhibit included with the Company's Current Report on Form 8-K filed on September 21, 2000. (J) Incorporated by reference to designated exhibit included with the Company's Registration Statement on Form S-8 filed with the SEC on December 30, 1999, SEC file number 333-93829. (K) Incorporated by reference to designated exhibit included with the Company's Registration Statement on Form S-8 filed with the SEC on December 30, 1999, SEC file number 333-52524. (L) Incorporated by reference to designated exhibit included with the Company's Registration Statement on Form S-8 filed with the SEC on December 6, 2000, SEC file number 333-51298. (M) Incorporated by reference to designated exhibit included with the Company's Registration Statement on Form S-8 filed with the SEC on December 22, 2000, SEC file number 333-52524. (N) Incorporated by reference to designated exhibit included with the Company's Registration Statement on Form S-4 filed with the SEC on August 30, 1999, SEC file number 333-86123.