10-K/A 1 d10ka.txt FORM 10-K AMENDMENT NUMBER 1 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------------- 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 29, 2002 Commission File Number 000-29309 --------------------------- MATRIXONE, INC. (Exact name of registrant as specified in its charter) Delaware 02-0372301 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 210 Littleton Road Westford, Massachusetts 01886 (Address, including zip code, of principal executive offices) (978) 589-4000 (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: Common Stock, $0.01 par value (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 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] As of September 23, 2002, there were 47,161,378 shares of Common Stock outstanding. The aggregate market value of the Common Stock held by non-affiliates of the registrant (based on the closing price for the Common Stock on the NASDAQ National Market on September 23, 2002) was approximately $172,231,040. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant's definitive proxy statement for the registrant's 2002 annual meeting of stockholders, which is expected to be filed pursuant to Regulation 14A within 120 days of the registrant's fiscal year ended June 29, 2002, are incorporated by reference into Part III of this Annual Report on Form 10-K. AMENDED FILING OF FORM 10-K TO CORRECT CERTAIN INFORMATION This Amendment No. 1 is filed for the sole purpose of correcting information relating to the aggregate market value of our Common Stock held by our non-affiliates contained on the cover page of our Annual Report on Form 10-K for the fiscal year ended June 29, 2002, which was filed with the Securities and Exchange Commission on September 26, 2002. Such cover page is replaced in its entirety by the cover page of this Amendment No. 1. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, MatrixOne, Inc. has duly caused this Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized. MATRIXONE, INC. Date: September 27, 2002 By: /s/ MARK F. O'CONNELL ----------------------------- Mark F. O'Connell President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this Amendment No. 1 has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.
Signature Title(s) Date --------- -------- ---- /s/ Mark F. O'Connell President, Chief Executive September 27, 2002 ---------------------------------------- Officer and Director Mark F. O'Connell (principal executive officer) /s/ Maurice L. Castonguay Chief Financial Officer, September 27, 2002 ---------------------------------------- Senior Vice President of Finance and Maurice L. Castonguay Administration and Treasurer (principal financial and accounting officer) * Director September 27, 2002 ---------------------------------------- W. Patrick Decker * Director September 27, 2002 ---------------------------------------- Daniel J. Holland * Director September 27, 2002 ---------------------------------------- James F. Morgan * Director September 27, 2002 ---------------------------------------- Charles R. Stuckey, Jr.
* By: /s/ Mark F. O'Connell --------------------------- Mark F. O'Connell CERTIFICATIONS I, Mark F. O'Connell certify that: 1. I have reviewed this annual report on Form 10-K of MatrixOne, Inc.; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; and 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report. Date: September 27, 2002 /s/ Mark F. O'Connell ---------------------- Mark F. O'Connell President and Chief Executive Officer I, Maurice L. Castonguay certify that: 1. I have reviewed this annual report on Form 10-K of MatrixOne, Inc.; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; and 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report. Date: September 27, 2002 /s/ Maurice L. Castonguay -------------------------- Maurice L. Castonguay Chief Financial Officer, Senior Vice President of Finance and Administration and Treasurer CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with this Annual Report on Form 10-K of MatrixOne, Inc. (the "Company") for the fiscal year ended June 29, 2002, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Mark F. O'Connell, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that: (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Mark F. O'Connell ------------------------------------- Mark F. O'Connell President and Chief Executive Officer September 27, 2002 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with this Annual Report on Form 10-K of MatrixOne, Inc. (the "Company") for the fiscal year ended June 29, 2002, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Maurice L. Castonguay, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that: (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Maurice L. Castonguay -------------------------- Maurice L. Castonguay Chief Financial Officer September 27, 2002