-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BpsVy5PTeh4XwCQ11NqTMPiOpZkDcptGLPiiofQ+uw0Os0RFcyYn1WRzTbfqShnh Jtr/JpGdhqNswpS0XhvxYw== 0000950135-00-002456.txt : 20000503 0000950135-00-002456.hdr.sgml : 20000503 ACCESSION NUMBER: 0000950135-00-002456 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000502 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEXTERA ENTERPRISES INC CENTRAL INDEX KEY: 0001070534 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 954700410 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 000-25995 FILM NUMBER: 616363 BUSINESS ADDRESS: STREET 1: ONE CRANBERRY HILL CITY: LEXINGTON STATE: MA ZIP: 02421 BUSINESS PHONE: 7817784400 10-K/A 1 NEXTERA ENTERPRISES, INC. 1 ========================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A AMENDMENT NO. 2 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999 COMMISSION FILE NUMBER 0-25995 NEXTERA ENTERPRISES, INC. (NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 95-4700410 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) ONE CRANBERRY HILL, LEXINGTON, MASSACHUSETTS 02421 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) (781) 778-4400 (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: CLASS A 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 filer 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. |_| As of March 28, 2000, the aggregate market value of the registrant's Class A voting stock held by non-affiliates of the registrant was approximately $174,092,000, based on the closing price of the Company's Class A Common Stock on the Nasdaq National Market on March 28, 2000 of $8.125 per share. As of March 28, 2000, there were 30,683,808 shares of $0.001 par value Class A Common Stock outstanding and 4,247,630 shares of $0.001 par value Class B Common Stock outstanding. ========================================================================== 2 The following item of Nextera Enterprises, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1999 is hereby amended and is set forth in its entirety as amended. The purpose of this Amendment No. 2 to Nextera's Annual Report on Form 10-K is to correct a typographical error and transposition in the Summary Compensation Table set forth in "Part III -- Item 11 -- Executive Compensation." PART III 3 ITEM 11. EXECUTIVE COMPENSATION EXECUTIVE COMPENSATION The following table sets forth all compensation paid or accrued for the period from February 26, 1997 through December 31, 1997, for the year ended December 31, 1998 and for the year ended December 31, 1999 for our Chief Executive Officer, our former Chief Executive Officer and our four other most highly compensated executive officers whose compensation exceeded $100,000 (collectively, the "Named Executive Officers"). SUMMARY COMPENSATION TABLE
LONG TERM COMPENSATION AWARDS SECURITIES ANNUAL UNDERLYING FISCAL COMPENSATION OPTIONS ALL OTHER NAME AND POSITION YEAR SALARY BONUS (# OF SHARES) COMPENSATION Steven B. Fink(1) 1999 $100,165 $ -- 1,515,000(2) -- Chief Executive Officer and Chairman of the Board of Directors Gresham T. Brebach, Jr.(3) 1999 $541,667(4) $ -- -- $ 3,150(5) Former Chief Executive Officer and Director 1998 $716,000(4) $112,500 -- $173,047(5) 1997 $530,588(4) $133,000 -- -- Roger Brossy 1999 $272,917 $ 76,500 -- 15,000(5) Managing Director, Sibson, and Director 1998(6) $ 83,333 $100,000 28,000 -- James K. Burns 1999(7) $275,000 $ 67,552 200,000(8) -- Managing Director, Nextera Interactive, and Director Michael P. Muldowney 1999 $191,000 $ 57,300 -- 135(5) Chief Financial Officer 1998 $181,417 $ 40,950 -- $ 30,547(5) 1997 $116,666 $ 24,000 -- -- Ronald K. Bohlin(9) 1999 $375,000(10) $ -- -- 480(5) Former Chief Operating Officer and Director 1998 $450,004(10) $101,250 -- $168,445(5) 1997 $337,509(10) $ 65,000 -- --
- -------------------------- (1) Mr. Fink was named Chief Executive Officer in October 1999. (2) Includes options to purchase 715,000 shares of our Class A Common Stock that were granted subject to stockholder approval of the Amended and Restated 1998 Equity Participation Plan at our 2000 Annual Meeting of Stockholders (the "Annual Meeting"). Also includes options that Nextera Enterprises Holdings granted to Mr. Fink to purchase 700,000 shares of our Class A Common Stock owned by it. See "Compensation Arrangements and Employment Agreements." (3) Mr. Brebach was our Chief Executive Officer from February 1997 through October 1999. (4) Includes guaranteed bonus amounts of $125,000, $150,000 and $125,000 earned in 1999, 1998 and 1997, respectively. 4 (5) Includes (i) for 1998, the dollar value of the difference between the price paid for shares of Common Stock purchased in August 1998 and the fair market value of such Common Stock on the date of purchase, (ii) the value of life insurance paid by the Company and (iii) miscellaneous other benefits. (6) Represents compensation and awards from August 31, 1998, the date Mr. Brossy joined Nextera, to December 31, 1998. (7) Represents compensation from February 1, 1999, the date Mr. Burns joined Nextera, to December 31, 1999. (8) Includes options to purchase 100,000 shares of our Class A Common Stock that were granted subject to stockholder approval of the Amended and Restated 1998 Equity Participation Plan at the Annual Meeting. (9) Mr. Bohlin was our Chief Operating Officer from February 1997 through August 1999. (10) Includes guaranteed bonus amounts of $83,333, $100,000 and $75,000 earned in 1999, 1998 and 1997, respectively. OPTION GRANTS The following table sets forth information regarding stock options granted to the Named Executive Officers in 1999. STOCK OPTION GRANTS IN 1999
POTENTIAL REALIZABLE INDIVIDUAL GRANTS VALUE AT ASSUMED ------------------------------------------------------------ ANNUAL RATES OF NUMBER OF STOCK SECURITIES PERCENT OF TOTAL PRICE APPRECIATION UNDERLYING OPTIONS GRANTED TO EXERCISE FOR OPTIONS EMPLOYEES IN PRICE EXPIRATION OPTION TERM(1) NAME GRANTED FISCAL 1999 ($/SH) DATE --------------------------- 5% 10% Steven B. Fink(2) 800,000(3) 10.0% $ 5.31 10/29/09 2,671,544 6,770,218 15,000 * $ 11.00 02/23/09 103,768 262,968 700,000(4) N/A $ 5.00 11/01/09 2,201,132 5,578,097 Gresham T. Brebach, Jr.(5) -- -- -- -- -- -- Roger Brossy -- -- $ -- -- -- -- James K. Burns 200,000(6) 2.5 $ 7.44 07/27/09 935,795 2,371,489 Michael P. Muldowney -- -- $ -- -- -- -- Ronald K. Bohlin -- -- $ -- -- -- --
- ---------- * Indicates less than 1.0%. (1) The potential realizable values are based on an assumption that the stock price of the Company's Class A Common Stock will appreciate at the annual rate shown (compounded annually) from the date of grant until the end of the option term, net of the option exercise price. These values do not take into account amounts required to be paid as income taxes under the Internal Revenue Code and any applicable state laws or option provisions providing for termination of an option following termination of employment, non-transferability or vesting. These amounts are calculated based on the requirements promulgated by the Commission and do not reflect our estimate of future stock price growth of the shares of the Class A Common Stock, nor do they give effect to any actual appreciation in the Class A Common Stock. Actual gains, if any, on stock option exercises are dependent on the future performance of the Class A Common Stock and overall stock market conditions. (2) Mr. Fink was named Chief Executive Officer in October 1999. (3) Includes options to purchase 715,000 shares of our Class A Common Stock that were granted subject to stockholder approval of the Amended and Restated 1998 Equity Participation Plan at the Annual Meeting. (4) Represents options that Nextera Enterprises Holdings granted to Mr. Fink to purchase 700,000 shares of our Class A Common Stock owned by it. See "Compensation Arrangements and Employment Agreements." (5) Mr. Brebach was our Chief Executive Officer from February 1997 through October 1999. (6) Includes options to purchase 100,000 shares of our Class A Common Stock that were granted subject to stockholder approval of the Amended and Restated 1998 Equity Participation Plan at the Annual Meeting. 5 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 No. 2 to Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized. May 1, 2000 NEXTERA ENTERPRISES, INC. By: /s/ STEVEN B. FINK ---------------------------------- Steven B. Fink Chief Executive Officer and Chairman of the Board of Directors -----END PRIVACY-ENHANCED MESSAGE-----