-----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, LQHnTYoulWwf1vWiogJY3dSlL4fY78xlX5LrtFAQxtYejHGgFIHVMikSPBTPfIMi o1EgFPJlNVKhjIR8AHAOMg== 0000950109-96-006959.txt : 19961029 0000950109-96-006959.hdr.sgml : 19961029 ACCESSION NUMBER: 0000950109-96-006959 CONFORMED SUBMISSION TYPE: 10-K405/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960630 FILED AS OF DATE: 19961028 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEQUOIA SYSTEMS INC CENTRAL INDEX KEY: 0000724621 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 042738973 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-K405/A SEC ACT: SEC FILE NUMBER: 000-18238 FILM NUMBER: 96648881 BUSINESS ADDRESS: STREET 1: 400 NICKERSON RD CITY: MARLBORO STATE: MA ZIP: 01752 BUSINESS PHONE: 5084800800 MAIL ADDRESS: STREET 1: 400 NICKERSON ROAD CITY: MARLBORO STATE: MA ZIP: 01752 10-K405/A 1 FORM 10-K405/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K405/A Amendment No. 1 to Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended June 30, 1996 ------------- Commission File Number 0-18238 SEQUOIA SYSTEMS, INC. --------------------- (Exact Name of Registrant as Specified in its Charter) DELAWARE 04-2738973 - -------- ---------- (State or Other Jurisdiction (I.R.S. Employer of Incorporation or Organization) Identification No.) 5959 Corporate Drive, Houston, Texas 77036 - ------------------------------------ ----- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (713) 541-8200 -------------- 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 $0.40 per share --------------------------------------- Indicate by check mark whether 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. [ X ] The approximate aggregate market value of the voting stock held by non- affiliates of the registrant, computed by reference to the closing sales price of such stock quoted on the Nasdaq National Market on September 29, 1996, was $34,704,600. The number of shares outstanding of the Registrant's common stock, $.40 par value per share, as of September 29, 1996 was 15,438,960. PART III ITEM 10 - Directors and Executive Officers of the Registrant - ------- Directors - --------- Sequoia System, Inc. ("Sequoia" or the "Company") has a classified Board of Directors consisting of two Class I Directors, three Class II Directors and two Class III Directors. Pursuant to Sequoia's bylaws, directors are elected for terms ending on the date of the third annual meeting following the annual meeting at which any given director is elected. Class III Directors J. Michael Stewart and Frank B. Ryan must stand for re-election at the next Annual Meeting of Stockholders. There are no family relationships between or among any officers or directors of Sequoia. The following table sets forth the name, age, length of service as a director of each member of the Board of Directors, including the Nominees, information given by each concerning all positions he has held with the Company, his principal occupation and business experience for the past five years and the names of other publicly held companies of which he serves as a director. Class III Directors - ------------------- J. Michael Stewart Mr. Stewart, age 49, has been a director of the Company since 1995. He is President and Chief Executive Officer of the Company and Texas Microsystems, Inc., its wholly-owned subsidiary. Frank B. Ryan Dr. Ryan, age 60, was elected a director of the Company on March 12, 1996. He is a Professor of Applied Mathematics at Rice University and a director of America West Airlines and Danielson Holding Corporation. Class I Directors - ------------------ Dean C. Campbell Mr. Campbell, age 46, has been a director of the Company since 1989. He is General Partner of Campbell Venture Management, L.P. Mr. Campbell is also a director of Telco Systems Corp. and R. F. Monolithics, Inc. John F. Smith Mr. Smith, age 61, has been a director of the Company since 1993. He is President and a director of PerSeptive BioSystems, Inc. and was previously President of Mycos International, Inc. Prior to that, Mr. Smith was Senior Vice President and Chief Operating Officer of Digital Equipment Corporation. He is also a director of Instron Corporation, Ansys. Inc., and Hadco Corporation. 2 Class II Directors - ------------------ Francis J. Hughes, Jr. Mr. Hughes, age 46, has been a director of the Company since 1987. He is President of American Research & Development Corporation, a venture capital firm. Mr. Hughes is also a director of Ceramics Process Systems Corporation and R. F. Monolithics, Inc. A. Theodore Engkvist Mr. Engkvist, age 61, has been a director of the Company since 1994. He is President of ENJO Consulting, a management consulting company. Mr. Engkvist is also a director of Cycare Systems, Inc. Dennis M. Malloy Mr. Malloy, age 49, has been a director of the Company since 1995. He is President of Malloy's Cash Register Company and Pinemont Bank. Executive Officers - ------------------ Executive officers are elected by the Board of Directors annually at its meeting immediately following the Annual Meeting of Stockholders and hold office until the next annual meeting unless they sooner resign or are removed from office. The following table lists the name, age and position of the current executive officers of the Company. Name Age Position - -------------------------------------------------------------------------------- J. Michael Stewart 49 President and Chief Executive Officer William C. Gould 58 Executive Vice President John C. Leonardo, Jr. 57 Executive Vice President; Chief Operating Officer, Texas Microsystems, Inc. Jack J. Stiffler 62 Executive Vice President, Chief Technical Officer and General Manager, Technology Business Unit Ronald Groen 34 Vice President, PC Products, Worldwide, Texas Microsystems, Inc. James E. McDermott 47 Vice President, Operations, Texas Microsystems, Inc. Jeremy F. Swett 53 Vice President, General Counsel and Secretary 3 Mr. Stewart is a co-founder of Texas Microsystems, Inc. and served as its President and Chief Operating Officer for many years. He was elected President and Chief Executive Officer of the Company on January 31, 1996. Mr. Gould joined Sequoia in July 1991 as Vice President of Software Engineering and served as Vice President, Customer Service from April 1993 to July 1995 when he assumed his current position. Prior to joining Sequoia, Mr. Gould was Vice President, Software Engineering at Apollo Computer, Inc. from 1988 to 1991. He is party to an agreement with the Company that provides for certain salary continuation and severance benefits in the event of termination of employment under specified circumstances. Mr. Leonardo assumed his current position effective May 1, 1996; he had been Senior Vice President, Marketing and Sales of Texas Microsystems, Inc. since 1990. He is party to an agreement with the Company that provides for a specified salary and bonus formula and certain benefits in the case of involuntary termination of employment or change of control. Dr. Stiffler, a co-founder of Sequoia, has served as Chief Technical Officer since Sequoia's formation in 1981 and has served as Executive Vice President since October 1987 and General Manager, Technology Business Unit since July 1993. Dr. Stiffler is an inventor under ten patents for error-control coding and computer technology. He is party to an agreement with the Company that provides for certain salary continuation and severance benefits in the event of termination of employment under specified circumstances. Mr. Groen was appointed to his current position on July 1, 1996. Prior to that time, he was Managing Director of Texas Microsystems' international sales operations since 1992, before which he held several financial management positions with other companies in the computer industry. Mr. McDermott has held his present position since 1993 and was previously Operations Manager of Diversified Technology, Inc. since 1989. Mr. Swett joined Sequoia as General Counsel in June 1994 and was elected Vice President, General Counsel and Secretary in December 1994. Prior to joining Sequoia, Mr. Swett was Associate General Counsel of Wyman-Gordon Company from 1992 to 1994 and Corporate Counsel prior to 1992. He is party to an agreement with the Company that provides for certain salary continuation and severance benefits in the event of termination of employment under specified circumstances. 4 ITEM 11 - Executive Compensation - ------- Directors' Compensation - ----------------------- Sequoia's non-employee directors are paid a fee of $1,750 for each meeting attended (up to a maximum of six meetings per year) and are reimbursed for out- of-pocket expenses incurred in attending Board and Committee meetings. Directors who are officers or employees of Sequoia do not receive any additional compensation for their services as directors. Each non-employee director also received an option to purchase 2,500 shares of Sequoia Common Stock on July 1, 1995 at an exercise price of $4.25 per share under Sequoia's 1990 Outside Directors' Stock Option Plan (the "1990 Directors' Plan"). The 1990 Directors' Plan has since expired and was replaced by the 1995 Outside Directors' Stock Option Plan which is substantially identical. Under a consulting agreement with the Company, Francis J. Hughes, Jr., Chairman of the Board, is eligible to receive $1,000 per day for consulting services (up to a maximum of $7,500 per month). Mr. Hughes did not provide any consulting services or receive any payments under this agreement during fiscal 1996. Under a consulting agreement with the Company, John F. Smith, a director of the Company, is eligible to receive $2,500 per day for consulting services. Mr. Smith did not provide any consulting services or receive any payments under this agreement during fiscal 1996. Named Executive Officers' Compensation - -------------------------------------- The following table sets forth all cash and non-cash compensation for each of the last three fiscal years awarded to or earned by J. Michael Stewart and Cornelius P. McMullan, each of whom served as President and Chief Executive Officer for a portion of fiscal 1996, Richard B. Goldman, who resigned from the Company prior to the end of the fiscal year, and the four other most highly compensated executive officers of Sequoia whose cash compensation exceeded $100,000 during the fiscal year ended June 30, 1996 (such executive officers are collectively referred to herein as the "named executive officers"): 5
SUMMARY COMPENSATION TABLE Annual Compensation Long-Term Compensation ------------------------------------------- -------------------------------------- Awards Payouts ---------------------------------- Other Restricted Securities Name and Annual Stock Underlying LTIP All Other Principal Position Year Salary Bonus Compensation Awards Options Payout Compensation - ----------------------------------------------------------------------------------------------------------------------------------- J. Michael Stewart (1) 1996 $ 211,300 0 N/A N/A 46,000 N/A N/A President and Chief 1995 $ 43,269 (2) $ 22,156 N/A N/A 50,000 N/A N/A Executive Officer 1994 N/A (2) N/A N/A N/A N/A N/A N/A Cornelius P. McMullan (3) 1996 $ 238,657 (12) 0 N/A N/A 48,000 N/A $440,042 (4) President and Chief 1995 $ 216,922 $ 90,828 N/A N/A 50,000 N/A $ 3,048 (5) Executive Officer 1994 $ 206,511 $ 84,000 N/A N/A 120,000 N/A $ 2,690 (6) Richard B. Goldman (7) 1996 $ 210,057 (12) $ 0 N/A N/A 24,000 N/A $ 4,716 (6) Executive Vice President 1995 $ 190,438 $ 51,156 N/A N/A 15,000 N/A $ 1,343 (6) and Chief Financial 1994 $ 177,384 $ 93,875 N/A N/A 20,000 N/A $ 2,391 (6) Officer Jack J. Stiffler 1996 $ 191,841 0 N/A N/A 23,000 N/A $ 74,349 (8) Executive Vice President, 1995 $ 183,749 $ 42,715 N/A N/A 0 N/A $ 5,167 (6) General Manager, 1994 $ 177,384 $ 78,750 N/A N/A 25,000 N/A $ 1,043 (6) Technology Business Unit and Chief Technical Officer John C. Leonardo, Jr. (9) 1996 $ 186,656 $ 59,278 N/A N/A 84,000 N/A $ 0 Executive Vice President, 1995 $ 177,192 $181,685 N/A 25,000 N/A $109,767 (11) Chief Operating Officer, 1994 $ 170,000 $ 4,820 N/A 0 N/A $ 0 Texas Microsystems, Inc. James A. Reinhold (10) 1996 $ 155,452 0 N/A N/A 30,000 N/A $ 0 Senior Vice President, 1995 $ 196,909 $ 99,122 N/A N/A 25,000 N/A $ 0 Texas Microsystems, Inc. 1994 $ 136,600 $ 16,378 N/A N/A 0 N/A $ 0 William C. Gould 1996 $ 149,750 0 N/A N/A 20,000 N/A $ 4,716 (6) Executive Vice President 1995 $ 136,892 $ 38,141 N/A N/A 15,000 N/A $ 2,466 (6) 1994 $ 130,210 $ 65,000 N/A N/A 15,000 N/A $ 1,232 (6)
(1) Mr. Stewart was elected President and Chief Executive Officer on January 30, 1996; compensation reported represents all compensation paid to him with respect to fiscal 1996, including compensation earned as Executive Vice President of the Company and President and Chief Operating Officer of Texas Microsystems, Inc. His base annual salary was increased to $300,000 effective January 30, 1996. (2) Represents salary paid to Mr. Stewart by the Company subsequent to the Company's merger with Texas Microsystems, Inc. during the period March 31, 1995 through June 30, 1995, based on an annual salary of $187,500. Prior to such merger, Mr. Stewart was compensated in the form of a fee paid pursuant to an Operating and Management Agreement with Texas Microsystems, Inc. which terminated on the effective date of the merger. (3) Mr. McMullan resigned from the Company on January 30, 1996. (4) Represents $431,583 of gains on exercise of stock options, $7,830 as the value of group term life insurance paid by the Company and $629 for tax services. (5) Represents $2,419 as the value of group term life insurance paid by the Company and $629 for tax services. (6) Represents the value of group term life insurance paid by the Company. (7) Mr. Goldman resigned from the Company on May 17, 1996. (8) Represents $64,500 of gains on exercise of stock options and $9,849 as the value of group term life insurance paid by the Company. (9) Mr. Leonardo became an executive officer of the Company effective May 1, 1996. (10) Mr. Reinhold resigned from the Company effective September 20, 1996. (11) Represents gains on exercise of stock options. (12) Includes certain severance payments. 6 Option Grants and Exercises - --------------------------- The following tables summarize (i) option grants and exercises during fiscal 1996 to or by the named executive officers and (ii) the value of the options held by such persons at the end of fiscal 1996. No Stock Appreciation Rights were granted during fiscal 1996. OPTION GRANTS IN LAST FISCAL YEAR
Individual Grants --------------------------------------------------------------------- Potential Realizable Value Number of Percent of at Assumed Annual Rate of Securities Total Options Stock Price Underlying Granted to Exercise or Appreciation for Options Employees Base Price Expiration Option Term (3) Name Granted(1) in Fiscal Year Per Share (2) Date 5% 10% - ------------------------------------------------------------------------------------------------------------------------------------ J. Michael Stewart 46,000 2% 3.875 3/11/06 $126,618 $330,318 Cornelius P. McMullan 48,000 2% 6.750 1/31/96 $ 16,200 $ 32,400 Richard B. Goldman 24,000 1% 3.875 3/11/06 $ 4,650 $ 9,500 Jack J. Stiffler 23,000 1% 3.875 3/11/06 $ 63,309 $165,159 John C. Leonardo 84,000 3% 3.875 3/11/06 $231,215 $603,189 James A. Reinhold 30,000 1% 3.875 3/11/06 $ 82,577 $215,425 William C. Gould 20,000 1% 3.875 3/11/06 $ 55,051 $143,617
(1) Options generally become exercisable at the rate of 1/48th of the shares subject to the option commencing on the first day of the first month immediately following the month of grant and the first of each month thereafter. (2) The exercise price of each option grant was equal to the fair market value of the Common Stock on the date of grant. (3) Amounts represent hypothetical gains that could be achieved for the options if exercised at the end of the option terms. These gains are based on assumed rates of stock appreciation of 5% and 10% compounded annually from the date the respective options were granted and are not intended to forecast future appreciation of the price of the Company's Common Stock. The named executive officers will realize no gain upon the exercise of these options without an increase in the price of the Company's Common Stock, which increase will benefit all Company stockholders proportionately. 7 AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION VALUES --------------------------------------
Number of Securities Underlying Value of Unexercised Shares Unexercised Options In-The-Money Options Acquired Value at Fiscal Year End at Fiscal Year End Name on Exercise Realized (1) Exercisable/Unexercisable Exercisable/Unexercisable - ---- ----------- ------------ ------------------------- ------------------------- J. Michael Stewart - - 23,456 / 72,544 $0 / $0 Cornelius P. McMullan 160,000 $431,583 - - Richard B. Goldman - - 87,586 / 0 $41,518 / $0 Jack J. Stiffler 10,000 $ 64,500 94,829 / 27,940 $104,909 / $3,225 John C. Leonardo - - 19,353 / 89,647 $0 / $0 James A. Reinhold - - 12,603 / 42,397 $0 / $0 William C. Gould - - 46,884 / 27,816 $29,363 / $3,225
(1) On September 29, 1996 the last reported sales price of Sequoia Common Stock on the Nasdaq National Market was $2.625 per share. 8 ITEM 12 - Security Ownership of Certain Beneficial Owners and Management - ------- The following table sets forth certain information as of August 29, 1996 with respect to the beneficial ownership of the Company's Common Stock by (i) each person known by the Company to own beneficially more than 5% of the outstanding shares of Common Stock; (ii) each director; (iii) each executive officer named in the Summary Compensation Table under the heading "Executive Compensation" (except Messrs. Goldman and McMullan who are no longer employed by the Company) and (iv) all directors and executive officers as a group:
Name and Address of 5% Number of Shares Percentage of Common Beneficial Owner Benificially Owned (1)(2) Stock Outstanding (2) - -------------------------------- ------------------------- --------------------- W. Wayne Patterson 1,297,100 (3) 8.3% 3324 Ella Lee Lane Houston, Texas 77019 Directors and Executive Officers - -------------------------------- Dean C. Campbell 53,004 (4) * A. Theodore Engkvist 24,500 (5) * Francis J. Hughes, Jr. 310,571 (6) 2.0% Dennis M. Malloy 26,000 (7) * Frank B. Ryan 14,500 (8) * John F. Smith 19,500 (9) * J. Michael Stewart 1,898,116 (10) 12.1% William C. Gould 50,884 (11) * John C. Leonardo, Jr. 139,353 (12) * James A. Reinhold 35,514 (13) * Jack J. Stiffler 137,781 (14) * All Directors and Executive Officers as a group (14 persons) 2,649,721 (15) 17.0%
* Less than 1% (1) The inclusion herein of any shares of Common Stock deemed beneficially owned does not constitute an admission of beneficial ownership of those shares by the respective stockholders. Unless otherwise indicated, each stockholder referred to above has sole voting and investment power with respect to the shares listed. (2) For purposes of this table, the number of shares of Common Stock of the Company owned by each director or executive officer is determined under the rules of the Commission and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares of Common Stock as to which each director or executive officer has sole or shared voting or investment power and also any shares of Common Stock with respect to which any options held by such director or executive officer are exercisable within 60 days after August 29, 1996. 9 (3) Includes 997,074 shares owned directly or indirectly by Mr. Patterson and 227,320 shares belonging to Mr. Patterson's children under the Texas Uniform Gift to Minors Act, as to which he disclaims beneficial ownership. (4) Comprised of 25,504 shares owned by Mr. Campbell and 27,700 shares issuable pursuant to stock options which are exercisable by Mr. Campbell within 60 days after August 29, 1996 (5) Comprised of 5,000 shares owned by Mr. Engkvist and 19,500 shares issuable pursuant to stock options which are exercisable by Mr. Engkvist within 60 days after August 29, 1996. (6) Includes (i) 178,571 shares owned by American Research and Development II, L.P. ("ARD") of which Mr. Hughes is a general partner (or a general partner of a general partner), and (ii) 37,500 shares issuable pursuant to stock options which are exercisable by ARD within 60 days after August 29, 1996, as to each of which Mr. Hughes disclaims beneficial ownership. Also includes 1,500 shares held by Mr. Hughes and 93,000 shares issuable pursuant to stock options which are exercisable by Mr. Hughes within 60 days after August 29, 1996. (7) Comprised of 9,000 shares owned by Mr. Malloy and 17,000 shares issuable pursuant to stock options which are exercisable by Mr. Malloy within 60 days after August 29, 1996. (8) Comprised of shares issuable pursuant to stock options which are exercisable by Dr. Ryan within 60 days after August 29, 1996. (9) Comprised of shares issuable pursuant to stock options which are exercisable by Mr. Smith within 60 days after August 29, 1996. (10) Includes 954,043 shares owned by Mr. Stewart's wife and 63,574 shares owned by his children under the Texas Uniform Gift to Minors Act (as to all of which he disclaims beneficial ownership) and 23,456 shares issuable pursuant to stock options which are exercisable by Mr. Stewart within 60 days after August 29, 1996. (11) Comprised of 3,000 shares owned by Mr. Gould and 37,715 shares issuable pursuant to stock options which are exercisable by Mr. Gould within 60 days after August 29, 1996. (12) Comprised of 120,000 shares owned by Mr. Leonardo and 19,353 shares issuable pursuant to stock options which are exercisable by Mr. Leonardo within 60 days after August 29, 1996. (13) Comprised of 23,911 shares owned by Mr. Reinhold and 12,603 shares issuable pursuant to stock options which are exercisable by Mr. Reinhold within 60 days after August 29, 1996. (14) Comprised of 42,562 shares owned by Dr. Stiffler, 390 shares owned by Dr. Stiffler's wife (as to which Dr. Stiffler disclaims beneficial ownership) and 94,829 shares issuable pursuant to stock options which are exercisable by Dr. Stiffler within 60 days after August 29, 1996. (15) Includes an aggregate of 452,623 shares which all executive officers and directors have the right to acquire under outstanding stock options exercisable within 60 days after August 29, 1996. Also includes those shares listed above the beneficial ownership of which is disclaimed. 10 ITEM 13 - Certain Relationships and Related Transactions - ------- None. PART IV ITEM 14 - Exhibits, Financial Statement Schedules and Reports - ------- a. Exhibits Exhibit Number Description - ------ ----------- 2.1 Merger and Stock Purchase Agreement dated as of November 9, 1995 by and among the Company, Sequoia Acquisition Corporation, SPCO, Inc. and Keystone International, Inc., as amended (incorporated by reference from Exhibit 2.1 to the Company's Registration Statement on Form S-4 (File No. 33-54777), filed on February 21, 1995). 2.2 Amendment No. 1 to the Merger Agreement, dated as of February 7, 1995 (incorporated by reference from Exhibit 2.2 to the Company's Registration Statement on Form S-4 (File No. 33-54777), filed on February 21, 1995). 2.3 Amendment No. 2 to the Merger Agreement, dated as of February 23, 1995 (incorporated by reference from Exhibit 2.3 to the Company's Registration Statement on Form S-4/A (File No. 33-54777), filed on February 24, 1995). 2.4 Purchase Agreement dated October 3, 1996 between General Automation, Inc. and Sequoia Systems, Inc. (incorporated by reference from Exhibit 2.4 to the Company's Current Report Form 8-K (File No. 0-18238), filed on October 25, 1996). 3.1 Restated Certificate of Incorporation of the Company (incorporated by reference to the Company's Amendment No. 2 to the Annual Report on Form 10-K filed on February 21, 1995). 3.2 Certificate of Amendment of Restated Certificate of Incorporation of the Company.** 3.3 Amended and Restated By-Laws of the Company (incorporated by reference to Exhibit 3.2 to the Company's Registration Statement on Form S-1 (File No. 33-33024)). 10.1 1986 Incentive Stock Option Plan and 1986 Supplemental Incentive Stock Option Plan (collectively the "Option Plans") and related form of stock option agreements (incorporated by reference to Exhibit 10.10 and Exhibit 10.11, respectively, to the Company's Registration Statement on Form S-1 (File No. 33-33024)).+ 11 10.2 Amendment to the Option Plans (incorporated by reference to Exhibit 10.42 to the Company's 1990 Annual Report on Form 10-K (File No. 0- 18238)).+ 10.3 Amendment to the Option Plans adopted December 13, 1994.**+ 10.4 1990 Outside Directors' Stock Option Plan (incorporated by reference to Exhibit 10.45 to the Company's 1990 Annual Report on Form 10-K (File No. 0-18238)). 10.5 1993 Employee Stock Purchase Plan.**+ 10.6 Amendment to the 1993 Employee Stock Purchase Plan, adopted December 13, 1994.**+ 10.7 1995 Outside Directors' Stock Option Plan.** 10.8 401(k) Plan of the Company (incorporated by reference to Exhibit 10.37 to the Company's Registration Statement on Form S-1 (File No. 33- 33024)).+ 10.9 Lease dated November 23, 1983 between the Company and Metropolitan Life Insurance Company (incorporated by reference to Exhibit 10.12 to the Company's Registration Statement on Form S-1 (File No. 33-33024)). 10.10 Third Amendment dated April 2, 1990 to Lease of November 23, 1983, between the Company and Metropolitan Life Insurance Company (incorporated by reference to Exhibit 10.38 to the Company's 1990 Annual Report on Form 10-K (File No. 0-18238)). 10.11 Lease dated March 20, 1992 between the Company and Metropolitan Life Insurance Company (incorporated by reference to Exhibit 10.14 to the Company's 1992 Annual Report on Form 10-K, Amendment No. 1 (File No. 0-18238)). 10.12 Employment Agreement dated October 20, 1987 between the Company and Jack J. Stiffler (incorporated by reference to Exhibit 10.16 to the Company's Registration Statement on Form S-1 (File No. 33-33024)). 10.13 Purchase of Business Agreement dated June 17, 1994 by and among the Company, SEQ (Aust.) Pty. Ltd., Sequoia Systems (Australia) Pty. Ltd., Tricom Group Pty. Ltd., Samuel Seabury and William A. Cruthers. 10.14 Credit Agreement dated March 31, 1995 by and between State Street Bank and Trust Company, Texas Commerce Bank, National Association and the Company (incorporated by reference to Exhibit 10.31 to the Company's Quarterly Report on Form 10-Q for the quarter ended April 2, 1995 (File No. 0-18238)). 10.15 Second Amendment to Credit Agreement dated August 1, 1996 between Texas Commerce Bank National Association and the Company.* 12 10.16 Asset Sale Agreement by and between Intel Corporation and Texas Microsystems, Inc. dated November 30, 1994.** 10.17 Consent and Undertakings of the Company filed February 24, 1995 in Securities and Exchange Commission v. Sequoia Systems, Inc. et al., ------------------------------------------------------------------- U.S. District Court , District of Columbia (incorporated by reference to the Company's 1995 Annual Report on Form 10-K filed on September 26, 1995). 10.18 Lease by and between Chevron U.S.A. Inc. and Texas Microsystems, Inc. dated December 11, 1992, as amended.** 10.19 Letter of Employment between the Company and J. Michael Stewart dated March 31, 1995.**+ 10.20 Separation Agreement dated January 30, 1996 between the Company and Cornelius P. McMullan (incorporated by reference to Exhibit 10.1 to Amendment No. 1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1996 (File No. 0-18238)). 10.21 Separation Agreement dated March 12, 1996 between the Company and Richard Goldman (incorporated by reference to Exhibit 10.21 to the Company's Annual Report on Form 10-K for the year ended June 30, 1996 (File No. 0-18238)). 10.22 1996 Long-Term Incentive Plan, adopted March 12, 1996 (incorporated by reference to Exhibit 10.22 to the Company's Annual Report on Form 10-K for the year ended June 30, 1996 (File No. 0-18238)). 10.23 Strategic Partner Agreement with James Anthony Computing, Ltd., dated July 1, 1996, as amended (incorporated by reference to Exhibit 10.22 to the Company's Annual Report on Form 10-K for the year ended June 30, 1996 (File No. 0-18238)). 10.24 Stock Purchase Warrant with General Automation, Inc., dated October 11, 1996 (incorporated by reference to Exhibit 10.24 to the Company's Current Report on Form 8-K (File No. 0-18238), filed on October 25, 1996). 10.25 Registration Rights Agreement between General Automation, Inc., dated October 11, 1996 (incorporated by reference to Exhibit 10.25 to the Company's Current Report on Form 8-K (File No. 0-18238), filed on October 25, 1996). ** Incorporated by reference to the Company's 1995 Annual Report on Form 10-K filed September 26, 1995 (File No. 0-18238). + Management Contract or Compensatory Plan or Arrangement required to be filed by Item 14C of this Annual Report on Form 10-K b. Financial Statement Schedule The Financial Statement Schedules are listed on page 27 of the Annual Report on Form 10-K as originally filed. c. Reports None. 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. SEQUOIA SYSTEMS, INC. Dated: October 25, 1995 By:/s/ J. Michael Stewart ---------------------- President and Chief Executive Officer 14 -----END PRIVACY-ENHANCED MESSAGE-----