-----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, TYe9zaLnhYbushRhMIVuLWigdq4WOnREzS/TafwjY7zwsO9zDUg5SJEnFcxfCEaU RKnoMS4bznC+fz+4yCKmcA== 0001017062-97-000542.txt : 19970401 0001017062-97-000542.hdr.sgml : 19970401 ACCESSION NUMBER: 0001017062-97-000542 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970331 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: STATE OF THE ART INC /CA CENTRAL INDEX KEY: 0000874097 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 953664592 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19155 FILM NUMBER: 97568448 BUSINESS ADDRESS: STREET 1: 56 TECHNOLOGY S CITY: IRVINE STATE: CA ZIP: 92718 BUSINESS PHONE: 7147531222 MAIL ADDRESS: STREET 1: 56 TECHNOLOGY CITY: IRVINE STATE: CA ZIP: 92718 10-K 1 ANNUAL REPORT FOR YEAR ENDED 12/31/96 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- FORM 10-K (MARK ONE) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 0-19155 ---------------- STATE OF THE ART, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) CALIFORNIA 95-3664592 (I.R.S. EMPLOYER (STATE OR OTHER JURISDICTION OF IDENTIFICATION NO.) INCORPORATION OR ORGANIZATION) 92618 56 TECHNOLOGY, IRVINE, CALIFORNIA (ZIP CODE) (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) Registrant's telephone number, including area code: (714) 753-1222 Securities registered pursuant to Section 12(b) of the Act: NONE Securities registered pursuant to Section 12(g) of the Act: COMMON STOCK (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 (17 CFR (S) 229.405) is not contained herein, and will not be contained, to the best of Registrant's knowledge, in the definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [_] The aggregate market value of the voting stock of Registrant held by non- affiliates of the Registrant on March 17, 1997, based upon the closing sale price on that date on the Nasdaq Stock Market of $11.875 per share, was $133,909,580. The number of shares of the Registrant's Common Stock outstanding as of March 17, 1997, was 11,276,597. ---------------- DOCUMENTS INCORPORATED BY REFERENCE Part III incorporates information by reference from the Registrant's definitive proxy statement for Registrant's Annual Meeting of Shareholders to be held on May 29, 1997, which proxy statement in definitive form will be filed no later than 120 days after the close of the Registrant's fiscal year ended December 31, 1996. - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- PART I ITEM 1. BUSINESS THE COMPANY State of the Art, Inc. ("State of the Art" or the "Company") was incorporated in California on April 7, 1981. On December 30, 1994, Manzanita Software Systems ("Manzanita") became a wholly-owned subsidiary of the Company through a merger transaction that was treated as a pooling of interests for accounting purposes. The Company develops, produces, markets and supports accounting and financial management software products for microcomputers and NT servers, together with certain related products and services, for a variety of hardware and operating system environments. The Company's various products are differentiated by the hardware platforms on which they operate and by the size of business they are designed to serve. The Company currently markets three product lines for DOS, Windows(TM), NT, UNIX and client/server operating environments. The Company's award-winning MAS(R) and MAS 90 for Windows(R) product line, a mid-range product used by businesses across a broad range of industries, currently consists of 27 separate application modules for the DOS environment and 11 application modules for the Windows and NT environments. Both the DOS and Windows product lines offer interoperability that allows DOS and Windows modules to be mixed while still working together. These application modules can be integrated into a comprehensive accounting and financial management system and operate in six industry standard operating environments: single-user DOS, Windows, DOS network, Windows network, NT and UNIX. The BusinessWorks(R) and BusinessWorks for Windows product lines, originally developed by Manzanita, each consist of 10 separate modules designed to meet the needs of smaller businesses which do not need the comprehensive feature-set of MAS 90 but do require more functionality than is available in retail accounting software products. These product lines operate in single-user DOS, DOS network and Windows environments. The Acuity Financials(TM) product line was introduced in October 1996. The product line was natively designed for the Windows, NT and Microsoft SQL Server environments and initially consists of the 3 application modules of General Ledger, Accounts Payable and Accounts Receivable. These core application modules can support multi-currency capabilities with the purchase of multi-currency, an enhancement that is sold separately. Because of its component object model architecture and design, Acuity Financials is easily adaptable to third party products which operate under the same environments. To complement Acuity Financials's 3 base application modules, the Company offers Payroll, Human Resource Management and Fixed Assets from Best Software Corporation, Crystal Reports from Seagate and FRx, a detailed financial report writer from FRx Corporation. The product line is intended for companies either downsizing from mainframe and minicomputer platforms, or upgrading their existing accounting systems to client/server technology. During 1996 the Company sold its Apple product lines, FlexWare(R) and MacP&L(R) and no longer offers any products that operate under the Apple Macintosh platforms. The Company distributes its MAS 90, MAS 90 for Windows, BusinessWorks and BusinessWorks for Windows products to end-users through a network of more than 3,000 Authorized Resellers located throughout the United States and Canada, whose sales efforts are supported by a national network of more than 7,000 Software Consultants and Client Advisors. Acuity Financials is currently distributed through a select group of 56 Value Added Resellers ("VARs") who have demonstrated their expertise in selling to larger companies and have qualified staffing to support the more complex needs of client/server installations. These specialized VARs are supported by 8 regional sales personnel that the Company has trained to provide sales and technical support. In addition to increasing the productivity and efficiency of the user's internal accounting and financial management functions, the Company's software products enhance the quality of decision-making by providing accurate and timely information that is useful to management. The Company's products achieve these results by providing a structured, automated framework within which standard internal accounting functions are performed, and by offering a system by which accounting and financial information can be organized and presented in a wide variety of ways that may be particularly useful to different businesses. 1 To complement its software product lines, the Company offers related products and services. The Company's ClientCare(R) program provides a variety of fee-based software support programs to end-users of the Company's software products, and the Company's wholly-owned subsidiary, State of the Art Business Forms, Inc., designs, produces and sells business forms that are compatible with the Company's software products. In addition, through its University of State of the Art ("U StartSM") program, the Company offers educational classes in the use of its products to Authorized Resellers, Software Consultants, Client Advisors and end-users. In 1997 the Company plans to implement maintenance programs for all purchasers of MAS 90, MAS 90 for Windows and Acuity Financials which will be priced from 12% to 20% of the suggested list price of the product. The program provides for regular updates and maintenance releases of the products to end-users. MERGER WITH MANZANITA On December 30, 1994, State of the Art and Manzanita completed a merger in which Manzanita became a wholly-owned subsidiary of the Company. As consideration for the merger, State of the Art agreed to issue an aggregate of 1,999,935 shares of the Company's Common Stock to the former shareholders of Manzanita. Of this amount, 1,653,091 shares were issued at the closing to the Manzanita shareholders, and an additional 346,844 shares were reserved for issuance upon the exercise of employee stock options that had been granted by Manzanita and were assumed by State of the Art. The acquisition of Manzanita provided a number of important strategic benefits. First, the merger enabled the Company to broaden its product offerings by providing a good fit between the respective product lines of the two companies. The BusinessWorks products address the market niche between entry-level retail products and mid-range products such as MAS 90. Second, the Manzanita BusinessWorks products have a solid reputation in the industry and provide the Company's distribution channel the opportunity to expand their businesses and end-users the ability to migrate to the MAS 90 product as their business needs change. The Company also benefited from the efforts of the Manzanita employees, who have successfully brought a Windows accounting product to market in the development and completion of the MAS 90 for Windows and Acuity Financials product lines. The merger with Manzanita was treated as a pooling of interests for accounting purposes, and as a result the Company's financial statements for prior periods have been restated to reflect the combined operations of Manzanita and State of the Art. BACKGROUND The market for microcomputer accounting and financial management software has grown with the proliferation of microcomputers in a wide variety of businesses. As microcomputers have become more powerful, their capacity to serve the accounting needs of businesses has significantly increased, and as a result there have emerged several niche markets for accounting software, defined by the size and accounting needs of the business customers in each market. One challenge to microcomputer accounting software developers has been to develop a variety of products that are tailored to the various market segments, in terms of feature set, ease of use and price. The "mid-range" market requires products that are powerful and sophisticated enough to serve mid-size and larger businesses but that are also easy to use. Such products are full-featured and sophisticated as well as thoroughly supported so that users can implement and use them effectively. Suggested list prices for general accounting modules of mid-range accounting software products typically begin at approximately $800 per module. The complexity of such sophisticated accounting and financial management applications requires that trained personnel assist the end-user in selecting and implementing the software and then support the software as it is used. This support is needed not only to permit smooth operation of the software, but also to help the end-user more fully realize the benefits that it offers. The Company believes that conventional microcomputer software retailers are not well suited to effectively sell mid-range microcomputer accounting and financial 2 management software or to perform the necessary support functions because their personnel do not have the requisite skill and knowledge. Therefore, the Company markets its MAS 90 and BusinessWorks product lines through public accounting firms and VARs. In the case of Acuity Financials, an even higher standard of expertise is required to sell, install and support larger companies which often have their own management information services departments and require product integration into in-house data bases and existing developed information systems. As the microcomputer industry as a whole moves toward Windows, NT and other graphical user interface ("GUI") environments, there is a growing demand for mid-range accounting software products that are designed for such environments. The Company's MAS 90 for Windows, BusinessWorks for Windows and Acuity Financials address this demand. The trend of microcomputer hardware becoming increasingly more powerful and less expensive has also created opportunities in the accounting software market for smaller businesses. In this arena, the challenge has been to develop a product that offers a spectrum of basic accounting capabilities, at a price that is consistent with the resources available to small businesses. At one level are "entry-level" products, which retain the modular approach and some of the more advanced features of the mid-range products, but which are less complex and are offered at a lower price, with list prices typically starting at approximately $400 per module. Although they do not provide the comprehensive functionality of mid-range products, entry level products are sophisticated and powerful enough to require skilled and knowledgeable support in order for the end user to fully benefit from their use. As a result the BusinessWorks and BusinessWorks for Windows products are distributed through the Company's same professional channels. The evolution of microcomputing operating system and hardware capabilities has changed the dimensions of the upper end of the microcomputer accounting software market, creating an emerging "high-end" market segment. The customers in this market are businesses who are either upgrading their accounting systems due to growth, or who are downsizing from mainframe and minicomputer systems, and who use the new, more powerful microcomputers to implement client/server systems. Accounting software targeting this market must provide a sophisticated and comprehensive feature set, compatibility with industry- standard relational databases, true client/server architecture and ease of adaptability. The Company's client/server product Acuity Financials addresses this market. By providing product support services, business forms and product education classes that complement its software products, the Company is able to capitalize on its name recognition and reputation among its installed base of software customers. These complementary products and services, together with periodic updates and enhancements to its software products, also provide the Company with sources of recurring revenue, in addition to the revenue generated by the initial sale of its software products. PRODUCTS MAS 90 and MAS 90 for Windows The Company believes that its MAS 90 and MAS 90 for Windows products are distinguished from other mid-range accounting and financial management software products by their balanced combination of extensive features, ease of use and the availability of a variety of fully integrated vertical applications and business productivity products. The products' features include the ability to generate sophisticated financial and historical reports, to readily adapt the software to a customer's specific requirements, to efficiently support large multi-user configurations, and to verify data in real time. In addition, the MAS 90 and MAS 90 for Windows sophisticated file system facilitates high volume transaction processing while maintaining data integrity. Ease of use results from the product's clear and logical user interface, pull-down menu system, and context sensitive help text. Further, the Company's comprehensive and well organized user manuals minimize training time and facilitate product installation. MAS 90 for Windows, which began shipping 2nd quarter 1996, offers the same extensive features of MAS 90 in addition to the benefits of graphical user interface capabilities including drill down 3 features, multiple window usage, graphic reporting and presentation and easy data transfer of data to other Windows applications. The Company believes that acceptance of MAS 90 for Windows was very successful in 1996, with approximately 10,000 end-users and resellers purchasing or upgrading to the product line, significantly higher than any of the Company's competition for Windows product offerings in the mid-range market. MAS 90 and MAS 90 for Windows provide a wide variety of application modules which can be integrated into a comprehensive accounting and financial management system. The modules are designed to share a common database so that information entered through one module can be posted to other modules. Although each module may be operated independently, a business may improve the speed and accuracy with which it produces financial information by adding and integrating modules. The Company's modular approach and interoperable capabilities of DOS and Windows applications permits a business to select only those modules which are required to meet its initial needs, and to add additional modules as necessary. These modules can be divided into categories, as described below. General Accounting Modules. These modules provide the essential accounting functions that are required in a wide range of businesses. The 9 modules included in this group are General Ledger; Accounts Receivable; Accounts Payable; Payroll; Inventory Management; Sales Order Processing; Purchase Order Processing; Bank Reconciliation and Fixed Assets. All modules are available under both MAS 90 and MAS 90 for Windows with the exception of Payroll and Fixed Assets, which have not been released under the MAS 90 for Windows product line. The Windows version of the Payroll module is scheduled for release in June, 1997. Vertical Application Modules. These modules address the unique needs of specific industries or groups of industries. The 8 modules included in this group are Job Cost, designed for project oriented businesses that require individual job costing such as general contractors, architects and engineers; Bill of Materials, Work Order Processing, Materials Requirements Planning (MRP) and Bar Code Master which address the accounting needs of manufacturers and distributors; Time and Billing, intended for service businesses such as accounting, consulting and law firms, who bill on the basis of time expended; Point of Sale, which enables retail businesses to capture transaction data at the time of sale and Client Write-up, which addresses the Public Accountant's financial statement preparation and bookkeeping functions for small business. These modules, which are interoperable with MAS 90 for Windows modules, are only available under the MAS 90 product line as of this date. The first release of a Windows vertical application module, Job Cost, is scheduled for June, 1997. Business Productivity Modules. These MAS 90 modules enable businesses to make more efficient use of their accounting information. The 9 modules included in this group are EXPLORER(TM), an inquiry tool which allows users to easily navigate among the many inquiry screens in all of the MAS 90 modules; F9, which provides a direct interface between the MAS 90 General Ledger module and Lotus 1-2-3, the industry-standard spreadsheet software product; Magnetic Media Reporting, which enables businesses to comply with Federal tax requirements that they report withholding amounts on disk media; Import Master, which allows a business to import data into MAS 90 modules from a variety of other file formats; PostMaster, which allows a business to create and maintain a custom database, for use in direct mail and other business communications; MAS 90 AutoGraph(TM), an executive information systems ("EIS") module that enables individuals within an organization to access, organize and present graphically the specific information from the accounting database that is relevant to their particular job function; TeleMagic, a contact management system for sales personnel; TimeCard, which automates the input of time worked by employees and integrates with the Payroll and Job Cost modules and FaxMaster, which allows the direct fax of statements, invoices or data directly from the various accounting modules. Library Master with Report Master. In addition to any of the individual modules described above that a customer may select, every MAS 90 installation must also include the Library Master with Report Master module, which provides system management and custom report generation capabilities. MAS 90 for Windows ships with Crystal Reports which allows easy generation and formatting of Windows reports that access the products database. 4 The suggested end-user list prices for most of the DOS-based general accounting modules in this product line are $899.00 each, Windows applications are $1,149.00 each, while vertical market applications are list priced at $1,099.00 and business productivity products, as well as the Library Master with Report Master or Crystal Reports module, range in list price from $349.00 to $1,399.00 each. The Company does not suggest list prices for its UNIX products, but Authorized Resellers and Software Consultants typically charge between $1,000 and $2,000 per module in this operating environment. Effective March 1, 1997, the Company raised the price of both DOS and Windows modules approximately $200 per module to include a standard one year maintenance plan on the products. The Company's international revenues have been immaterial to date. In 1993 the Company released a Canadian version of MAS 90, and the Company plans in 1997 to implement international features such as multi-currency, value added tax and multi-lingual capabilities into its future products to allow for additional international revenue opportunities. MAS 90 client/server edition The Company plans to introduce a client/server edition of MAS 90 in the first half of 1997. The product line is designed to run on Microsoft NT Servers in association with Windows or NT clients. The product will have the same extensive feature set of MAS 90 and MAS 90 for Windows modules, but take advantage of powerful NT server environments. The product will include a GUI and offers a significant performance enhancement or upgrade path for users that require larger network performance than the traditional MAS 90 and MAS 90 for Windows product line offers. While pricing has not been set as of this date, it is anticipated that MAS 90 client/server product line will be approximately double the price of MAS 90 for Windows. BusinessWorks and BusinessWorks for Windows The BusinessWorks products are designed to address an emerging market niche for small businesses which have outgrown the capabilities of retail accounting software packages but are not yet large enough for the complexity, power and expense of mid-range products such as MAS 90 and MAS 90 for Windows. The BusinessWorks and BusinessWorks for Windows product lines each consist of 10 modules. The accounting modules are General Ledger, Accounts Payable, Accounts Receivable, Inventory Control & Purchasing, Order Entry, Payroll and Job Cost. Each BusinessWorks installation also requires the System Manager module. In addition, the Company distributes third-party report writers that integrate with BusinessWorks and a Business Forms module that prints forms on laser printers. The Windows version of BusinessWorks was first released in February 1993, and to date upgrades to both product lines have been released simultaneously, so that they both offer identical functionality. In 1996, the Windows version of BusinessWorks significantly outsold the DOS version. The Company expects this trend to continue and as a result, the Company has stopped future enhancements to the DOS product line and has begun development efforts on a significantly more powerful and feature rich version of the Windows product which is expected to begin shipping the fourth quarter of 1997. Suggested list prices for BusinessWorks and BusinessWorks for Windows are $395 for the accounting modules, with other modules ranging in price from $95 to $395. Acuity Financials Acuity Financials was introduced in the fourth quarter of 1996. The new product line incorporates many of the feature strengths of MAS 90, but has also been designed to provide more powerful and advanced features that address the accounting and financial management needs of larger businesses. Acuity Financials specifically is targeted for companies that are upgrading their accounting requirements or downsizing from mainframe and minicomputer systems. The product line which was natively designed for Microsoft's Windows, NT and SQL Server is based 100 percent on Microsoft's latest tools and technologies. Acuity Financials is considered by the Company to be the first mid-range client/server accounting product that is fully Internet-ready by providing direct interface and reporting capabilities to the Internet. In February 1997, within 90 days of its initial release Acuity Financials won top honors for technology integration in Microsoft's middle market accounting BackOffice(TM) Challenge at SoftEx held in Los Angeles, California. 5 Initial modules of Acuity Financials consists of the core accounting applications of General Ledger, Accounts Payable and Accounts Receivable and have multi-currency capabilities with the purchase of the multi-currency enhancement. The product line is supported by a select number of third party applications which integrate with Acuity Financials core financial applications. These third party applications consists of Best Software's Fixed Assets, Payroll and Human Resource Management; FRx, an extensive and robust financial reporting module and Seagate's Crystal Reports, a comprehensive report writer for all standard reports. FRx and Crystal Reports ship with each Acuity Financials. Best Software modules are available for separate purchase. Pricing for this product is significantly higher than the MAS 90 for Windows product line, with base application modules priced in the $5,000 to $10,000 per module range, depending upon the number of users and applications purchased. Pre-sales support, installation consulting and on-going support are considered important factors in successfully penetrating this market and the Company has established a regional sales force of 8 individuals to assist the select number of VARs that are authorized to sell the product line. In addition, the Company has established a special customer support group dedicated to installations, ongoing maintenance, support and technical advice on the product. The product is entirely new and its commercial acceptance is still in the early phases and could be influenced by factors that are beyond the control of the Company. See the discussion under "Product Development" below. Master Developers To complement the Company's MAS 90 product line, niche-market vertical applications are developed by approximately 160 "Master Developers," who are a select group of the Company's Authorized Resellers and Software Consultants. The Company licenses its MAS 90 source code to its Master Developers in order to enable them to modify standard modules by incorporating software features desired by an individual customer, and to develop new applications such as vertical applications aimed at specific industries and international accounting applications. In order to inform potential customers of the availability of these products, the Company publishes and distributes a directory of Master Developers with hundreds of their products and services. By facilitating the development of enhancements and new applications, the Company creates the opportunity to sell not only additional copies of the modified application module, but also to sell each new customer complementary modules from its standard product inventory. The Company supports these Master Developers by providing mandatory training programs and technical assistance. The Company has generated substantial revenues from its MAS 90 Master Developers Program. Maintenance, Updates and Enhancements The Company is committed to providing customers with affordable, easy to implement product updates and enhancements that increase the value and functionality of its products. These updates and enhancements include Maintenance Releases, which provide improvements and refinements to existing versions of the software, and Enhancement Releases, which provide new features and capabilities. These product updates and enhancements are periodically released and generate additional revenue for the Company. In 1997, the Company instituted standard maintenance plans for the MAS 90, MAS 90 for Windows and Acuity Financials product lines. New customers for these product lines pay a percentage of the suggested list price of the product which range from 12% to 20%. The maintenance contracts provide for twelve months of maintenance support for the product. The Company expects standard maintenance contracts to become a significant component of the Company's total revenues in future periods. Business Forms In October 1992, the Company established State Of The Art Business Forms, Inc., a Georgia corporation (the "Forms Company"), as a wholly-owned subsidiary of the Company. This action resulted from a recognition of the increasing volume of business forms the Company's customers require in connection with their use of the Company's software products, coupled with the Company's belief that its customers in general prefer to do business with the Company for all their accounting software-related needs, particularly since the business forms distributed by the Forms Company are compatible with current versions of the Company's software products. 6 The Forms Company designs, manufactures, markets and sells standard and customized business forms and related products to the Company's Authorized Resellers, Software Consultants and end-users. The Forms Company currently supplies forms that are compatible with MAS 90, MAS 90 for Windows, Acuity Financials, BusinessWorks, FlexWare and MacP&L. DISTRIBUTION MAS 90, MAS 90 for Windows, BusinessWorks & BusinessWorks for Windows The Company distributes its MAS 90, MAS 90 for Windows, BusinessWorks and BusinessWorks for Windows products through a network of more than 3,000 Authorized Resellers located throughout the United States and Canada consisting of VARs and public accounting firms. The sales efforts of Authorized Resellers are supported by a national network of more than 7,000 Software Consultants and Client Advisors comprised predominantly of public accounting firms. The Company has chosen these distribution channels because it believes that mid-range accounting software is best marketed by a sales force that is thoroughly conversant with the accounting needs of a range of businesses, and which has access to and the confidence of a large number of potential end-users, and because public accounting firms and VARs either have or can readily be provided with the knowledge and skills needed to provide consultative services in the choice, implementation and effective use of sophisticated accounting and financial management software. Acuity Financials The Company distributes its Acuity Financials product through a very select group of qualified VARs or Resellers that have shown the expertise and technical staffing to handle the sophistication of client/server technology. Resellers for Acuity Financials are authorized based upon a number of criteria and qualifications that assure proper customer installation and adequate technical support to meet customers' needs. To date the Company has authorized 56 Resellers for the product line. The Company complements the sales and support efforts of Acuity Financial Resellers by 8 regional sales personnel that provide help on customer demonstrations, proposals and technical requirement definitions. The Company has also established a dedicated support group to assist in installations, technical advice and on-going support for the product line. The Company expects to expand the Reseller distribution channel for Acuity Financials to approximately 200 VARs. Public Accounting Firms There are approximately 48,000 public accounting firms in the United States employing more than 128,000 accountants. These firms include international, regional and local firms. In addition to the approximately 7,000 public accounting firms that represent the Company as Authorized Resellers, Software Consultants and Client Advisors, there are approximately 10,000 more public accounting firms that have purchased all or a portion of the Company's product line. While these firms have not sought or maintained status as Authorized Resellers, Software Consultants or Client Advisors, they may from time to time recommend the Company's products to their clients. Recognizing the credibility of an accountant's recommendation to his or her client, the Company has found this channel to be a very effective means of marketing its products. Although public accounting firms have historically provided traditional accounting services such as accounting, auditing and tax advice and return preparation, many firms have expanded the scope of their practices by offering a variety of consulting services, including microcomputer consulting services. Providing microcomputer-based accounting solutions to clients enables the accountant to differentiate his or her practice from other firms and to generate additional revenue through the sale of the software itself and/or from consultative services for system installation and implementation, and related training. In addition, automated accounting solutions free the accountant to focus more on the provision of business management and other higher value services. Public accounting firms may act as Authorized Resellers, Software Consultants or Client Advisors. Authorized Resellers may sell the Company's products to end-users, while Software Consultants may provide 7 accounting software consultation and advice, but refer customers to Authorized Resellers for the actual sale of the software, and Client Advisors use the software for their own internal business needs and may recommend it to their clients. Value-Added Resellers VARs are independent sales and service organizations that provide computer installation, systems integration and consulting services to large and small businesses, in addition to implementation services and related training. VARs typically specialize with respect to the industry they serve and often recommend systems and software for their clients. Once a recommendation is accepted, VARs may implement the solution, provide software training and support the client on an ongoing basis. The Company's Authorized Resellers include approximately 1,000 VARs of which 56 VARs are authorized to sell Acuity Financials. The Company seeks to attract VARs who understand the fundamentals of bookkeeping, accounting procedures and internal controls, and who exhibit the desire and ability to provide quality product support. The Company recognizes the potential benefits of cooperation between VARs and public accounting firms, and therefore the Company assists VARs in developing business relationships with such firms through a marketing alliance program. Under these arrangements, VARs and accounting firms work together to provide the client with a complete microcomputer accounting software solution. For example, under such an arrangement the accounting firm might provide software consulting services and the VAR it is affiliated with might provide the software and implement the solution recommended by the accounting firm. The Company's agreements with its Authorized Resellers and Software Consultants do not require them to offer the Company's products exclusively, and may be terminated by either party without cause. Although the Company seeks to develop long-term relationships with its Authorized Resellers and Software Consultants, no assurance can be given that any public accounting firm or VAR will continue to represent the Company's products. The Company imposes certain minimum purchase requirements on its Resellers as a condition to maintaining their authorization. In addition, as a condition to becoming an Authorized Reseller, Software Consultant or Client Advisor each public accounting firm and VAR is required to purchase the Company's Reference Library and subsequent updates to the Reference Library. The Reference Library may be used by the accountant or VAR for microcomputer consulting or its own internal accounting uses, but may not be resold. MARKETING Historically, the Company's marketing efforts for its mid-range products have been primarily directed to public accounting firms and VARs, and are intended to expand the number of Authorized Resellers, Software Consultants and Client Advisors and to increase their sales productivity. The Company engages in consistent and targeted direct mail campaigns to attract a pool of potential accounting software consultants and resellers, from which the Company selects those meeting its qualification standards. These campaigns provide educational and business expansion materials, new product information and periodic promotions. The Company reinforces these campaigns with telemarketing programs. These efforts include a number of programs that are designed to demonstrate the potential opportunities of being an Authorized Reseller, Software Consultant or Client Advisor, to increase product awareness and the Company's name recognition and to provide Authorized Resellers, Software Consultants and Client Advisors with continuing assistance in marketing the Company's products. The Company seeks to develop long-term relationships with its Authorized Resellers, Software Consultants and Client Advisors and facilitates this process by providing product support and training programs. In 1994 and 1995, the Company also began pursuing new marketing strategies for its mid-range products. These new strategies include specific industry advertising and other programs to increase corporate and brand name recognition among potential end-users and to generate additional leads for the Company's Authorized Resellers. The new marketing strategies also include the Company's Competitive Edge(TM) Reseller Forums, 8 which are held throughout the country and are designed to increase the effectiveness of the Company's Authorized Resellers by providing direct assistance in their advertising, public relations and marketing efforts. With the introduction of the Company's next generation products of MAS 90 for Windows and Acuity Financials, the Company began aggressive advertising campaigns in the third and fourth quarters of 1996 with the intent of establishing brand awareness of the products. The Company believes that establishing a consistent and regular advertising program that provides for recognition of its products to potential end-users is key to the future success and revenue growth of the products. In 1997 the Company plans to continue its advertising and media presence with regular media advertising in business magazines, journals and trade literature to attract new customers to the products. The Company markets its business forms products, ClientCare support services and product education classes to end-users by direct mail campaigns, by including information about these products and services in the packaging of the Company's software products, and by telemarketing programs. The MAS 90, MAS 90 for Windows, BusinessWorks, BusinessWorks for Windows and Acuity Financials product lines include a feature that requires end-users to register the products with the Company. Mandated registration results in a Company database that includes a high percentage of all customers who purchase these products. Such mandated registration significantly enhances the Company's ability to market its complementary products and services to end-users. CUSTOMER SUPPORT State of the Art believes that high quality product support services are essential to its success. The Company's primary support strategy is to design products that are easy to use and logical in operation, thereby minimizing the end-user's need to seek support beyond that contained in the software itself and the accompanying documentation. In addition, the Company has designed on- line help features to assist end-users in the use of the software. The Company also emphasizes the preparation of comprehensive and well organized product documentation, using its in-house staff of technical writers for that purpose. When an end-user must turn to an outside source of support, the Company's objective is to ensure that high quality responses to such demands are delivered as quickly as possible. The Company believes that outside support can be most effectively provided by assuring that its Authorized Resellers and Software Consultants are fully equipped to provide the front line of support for any question or challenge the end-user might encounter. The Company provides comprehensive seminars to instruct Authorized Resellers and Software Consultants on the use of the Company's mid-range products, thereby enhancing their ability to represent these products and respond to end-users' inquiries. In addition, the Company provides telephone consultation and product support for its MAS 90, MAS 90 for Windows, BusinessWorks, BusinessWorks for Windows and Acuity Financials products to all of its Authorized Resellers and Software Consultants. The level of support offered the Authorized Resellers and Software Consultants is dependent upon the type of plan they purchased or qualified under associated with sales volume. The Company also encourages its Authorized Resellers, Software Consultants, Client Advisors and end-users to purchase the Company's Technical Reference and Support Guide for both MAS 90 and BusinessWorks and enroll in for training seminars on the Company's product lines. Both programs provide additional information on issues related to installation, support and maintenance of the products. Finally, as a complement to the support services provided by its Authorized Resellers and Software Consultants, the Company offers its ClientCare and U Start programs, which provide fee-based support and product education services to end-users. In the first quarter of 1997 the Company implemented required maintenance for all new end-users of the MAS 90, MAS 90 for Windows and Acuity Financials product lines that provides for regular and standard maintenance releases of the products. ClientCare Recognizing that Authorized Resellers and Software Consultants could not always meet all of a customer's support needs, and that many customers prefer the security of being able to obtain supplementary support directly from the Company, the Company markets ClientCare, a technical support and service program for end-users 9 of MAS 90, MAS 90 for Windows, BusinessWorks, BusinessWorks for Windows and Acuity Financials. The ClientCare program is intended to be complementary to, rather than competitive with, the support services offered by the Company's Authorized Resellers and Software Consultants. The most significant features of ClientCare are guaranteed response times, automatic software updates, regular communications and alternate fee options. The program offers end-users a choice of various technical support plans. Each plan provides varied levels of service and response times, enabling customers to match their specific needs to the available options. All plans include a subscription to one or more Company publications. Pricing on the ClientCare program varies according to the chosen plan, the call response time selected, and, in the case of mid-range and entry-level products, the number of modules in the customer's library. U Start Through its University of State of the Art program, the Company offers product education classes to end-users, in addition to the training provided to the Company's Authorized Resellers and Software Consultants. These classes are conducted by U Start "professors," Company employees who are thoroughly trained and familiar with the Company's products. Classes are offered both at the Company's training facility at its headquarters in Irvine, California, and at regional locations throughout the United States. U Start classes offer hands-on training with instructional discussions on the Company's MAS 90, MAS 90 for Windows, BusinessWorks, BusinessWorks for Windows and Acuity Financials products, and are focused on education in the actual use of the products, as contrasted with marketing seminars that are focused on influencing a potential customer's purchase decision. U Start will develop and begin offering classes for the MAS 90 client/server product line when it is launched in 1997. In addition to the University of State of the Art program, the Company in 1996 implemented Authorized Training Centers ("ATCs") operated by Resellers of the product lines that have been trained and qualified to conduct training classes. These ATCs expanded the Company's ability to offer more localized training for both end-users and resellers of the Company's products. PRODUCT DEVELOPMENT The Company maintains an active program to develop new products and improve its existing ones. For a description of the amounts spent on Company-sponsored research and development activities, see the discussion of research and development expenses at "Research and Development" under "Results of Operations" in Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations, of this Annual Report on Form 10-K. In 1995 the Company formed a client/server division within the Company to focus a major portion of the Company's product development effort on the emerging client/server technology. In July 1995, the Company enhanced this division by transitioning the employees of Systems Engineering Group, a Michigan corporation that had significant experience in the support and development of high-end accounting products for the client/server market, to become State of the Art employees. This transition was done to augment the development effort of its Acuity Financials client/server product line. The Company currently employs approximately 30 development personnel in Troy, Michigan dedicated to the on-going development of the Company's Acuity Financials client/server product line. In addition to its internal development program, the Company expands its product offerings by obtaining distribution rights or ownership of software products developed by others. With respect to licensed products, the Company provides support to its customers and has the right to obtain support from the licensor, and the licensor is responsible for maintenance and enhancement of the product. With respect to acquisitions, responsibility for the support, maintenance and enhancement of the products is assumed by the Company's internal staff. The Company actively solicits suggestions from its Authorized Resellers, Software Consultants, Client Advisors and end-users for new products and product improvements. These suggestions, which may be received unsolicited, or in response to the Company's inquiries, or through the Company's pre-release product testing procedures, are a key source of information on which the Company bases its plans for new products, and oftentimes new product features. 10 The Company's development staff includes a quality assurance group that tests all products before they are released for sale. This group employs test procedures and automated test procedures designed to verify the functionality of the products to the Company's specifications, ensure product consistency, and verify that product documentation properly describes and corresponds to the software. In addition, all new product releases and major enhancement releases are beta-tested, whereby the product is tested at selected outside sites over an extended period of time, using a testing schedule designed by the Company. The microcomputer software industry is characterized by rapid technological change and product obsolescence. The Company's success will depend primarily on the continued market acceptance of its existing products, the Company's ability to enhance its existing products and the Company's ability to develop and introduce new products that meet both the changing needs of business and the changing industry standards with respect to operating environments and hardware platforms. There can be no assurance that the Company will be able to avoid obsolescence of its products. Unexpected delays in completing or shipping products, including the Company's MAS 90 client/server product line or additional application modules and enhancements for MAS 90 for Windows, BusinessWorks for Windows and Acuity Financials, or design, production or undetected product quality problems, may adversely affect the Company. There can be no assurance that any new products will be competitive or achieve market acceptance. Moreover, the manner and timing of the introduction of new products may also adversely affect sales of the Company's existing product lines. No assurance can be given that new products will be introduced in a way that will not have such an effect. In particular, it should be noted that the MAS 90 for Windows, MAS 90 client/server product line and Acuity Financials are completely new products based on new technology. As such, there can be no assurance that these products will or continue to be competitive and achieve dominant market acceptance. Certain competing mid-range and high-end accounting software products for GUI environments are already in release, and many may have a competitive advantage by virtue of their earlier availability. On the other hand, however, MAS 90 for Windows in the Company's opinion has already established market leadership in the mid-range Windows accounting marketplace by its initial wide acceptance and number of shipments of the products during 1996. While the popularity of Windows, NT and other GUI environments is accelerating, it is much more difficult for companies to change their accounting software than it is, for example, to change their word processing software. As a result, businesses may switch to GUI environments for all their other software applications while continuing to use their present accounting software for some period of time. Other factors that may delay the acceptance of mid-range accounting applications include the limited number of competing products currently available, which hinders the ability of a business to make a purchase decision based on a comparative analysis of various products, and the fact that businesses upgrading their present systems to GUI environments are faced with significant additional expenses for the hardware required to operate these environments. As a result of these and other factors, the Company's experience indicates that sales of character-based mid-range accounting software will continue to be in demand, but will most certainly decline since GUI environments are now market standard environments. The Company is fully committed to continuing to support, maintain and enhance its MAS 90 product line for the foreseeable future. PRODUCTION The production of the Company's software products includes the printing of user manuals, the duplication of diskettes, assembly of purchased components and final packaging. The printing and preparation of user manuals is performed by outside sources in accordance with the Company's specifications. The Company generally performs diskette and compact disk duplication procedures, assembles purchased product components and performs final packaging internally at its Irvine, California facility. During 1995 the Company transferred the former Manzanita production operations for BusinessWorks and BusinessWorks for Windows from the Roseville, California facility to the Irvine facility. Quality control tests are performed on finished goods by Company employees. The Company generally ships the next business day after receipt of an order and has no meaningful backlog. 11 The principal materials used in the Company's products include diskettes, binders and printed materials. All of these materials are readily available from various vendors. The Company's products may be returned for replacement if found to be defective in materials or packaging, subject to the terms of the Company's license agreement. To date, returns of defective products have been immaterial. COMPETITION The entry-level, mid-range and client/server accounting software markets are highly competitive. The Company's principal competitors are other independent vendors of microcomputer accounting software. The Company believes that in its main mid-range market there is no dominant market leader, but rather a significant number of medium to small sized companies that all compete for a portion of the market. The Company is of the opinion that within the NT SQL client/server mid-range market there also is currently no dominant leader. Currently there are few accounting software vendors that offer natively designed client/server solutions for Microsoft's NT and SQL Server technology. The Company targets its potential customers for these solutions to companies with revenues in the range of twenty-five to one hundred and fifty million dollars. The Company considers the entry-level retail market is primarily dominated by Intuit, while the high-end client/server market is dominated by SAP whose products primarily address companies with revenues over one hundred million dollars per year. The Company believes that the principal competitive factors relevant to end-users in these markets are the features and capabilities of the software, its ability to run on a variety of industry standard platforms, the breadth of and integration among the modules that make up the manufacturer's product line, the availability and quality of product support and product pricing. The Company also competes for access to its chosen channels of distribution for mid-range and entry-level products: public accounting firms and VARs. Due to the high costs associated with building the expertise necessary to sell a particular accounting software solution, the public accounting firms and VARs who participate in the distribution of accounting software typically do not actively market more than one or two accounting software solutions. The Company regards the primary competitive factors relevant to attracting and retaining public accounting firms and VARs are the same as those for end-users but also include the protection offered against channel conflict. The Company considers that its ability to attract public accounting firms and VARs is enhanced by the fact that it does not sell its mid-range and entry-level products through the competing retail channel or in the case of its new client/server products through a direct sales force that competes with its resellers. There can be no assurance, however, that other companies will not be more successful than the Company in securing and retaining the services of resellers of accounting software. The retail market for microcomputer accounting software is also highly competitive. The Company does not offer any products sold through retail distributors but believes entry-level retail products such as those offered by Intuit and other retail competitors does affect demand and increases competition on other entry-level business accounting products, such as the Company's BusinessWorks product line and to a lesser degree, MAS 90 and MAS 90 for Windows which is sold through professional distribution channels. The Company believes that the primary competitive factors in gaining the attention of end-users is product knowledge of the reseller, brand recognition, pricing, features and support of the product. In addition, the Company faces competition for end-users from outside the microcomputer accounting software market. End-users may select minicomputer or mainframe-based solutions as alternatives to microcomputer systems. Further, the Company competes against other methods of delivery of business accounting services, including internally developed computerized accounting systems, client write-up services offered by public accounting firms, payroll and other services offered by service bureaus, and traditional manual accounting systems. Certain of the Company's competitors, both inside and outside of the microcomputer accounting software market, may have greater financial, marketing and technological resources than the Company. There can be no assurance that other companies have not developed or marketed or will not develop or market software products 12 that are superior to those of the Company, that are offered at substantially lower prices than those of the Company, or that have achieved or will achieve greater market acceptance than those of the Company. In addition, there can be no assurance that alternate methods of delivering business accounting services will not provide increased competition in the future. The competitive marketplace for higher end solutions such as Acuity Financials is often characterized by vendors offering their products through direct sales personnel. The Company is developing a high-end Reseller distribution channel to represent and sell the product which will need to compete with direct sales personnel from other software vendors that may have significantly more resources to reach and penetrate potential new customers. There can be no assurances that the reseller channel the Company is developing will be successful and be competitive with other vendors in the mid-range client/server marketplace. PROPRIETARY RIGHTS The Company's MAS 90 software products are written in a development language known as Business Basic and utilizes a compiler and tool development language called ProvideX which allows the products to run either in a Windows, NT or DOS environment. The Company's other products are written in standard programming languages that are available from a number of sources. The Company licenses ProvideX and related tools pursuant to an agreement effective February 22, 1996, with an initial term of three years. The Company regards certain features of its internal operations, software and documentation as proprietary and relies on a combination of contract, copyright, and trade secret laws and other measures to protect its proprietary information. Existing United States copyright laws afford only limited protection, and under the existing patent laws of the United States and most foreign countries, software products such as those marketed by the Company generally cannot be patented. The Company's software products are shipped in shrink wrapped packages on which a notice is prominently displayed informing the end-user that by breaking the seal of the packaging, the end-user agrees to be bound by the license agreement contained in the package. The license agreement includes limitations on the end-user's authorized use of the product, as well as restrictions on disclosure and transferability. The legal and practical enforceability and extent of liability for violations of license agreements that purport to become effective upon such opening of a sealed package are unclear. The unauthorized copying and distribution of microcomputer software products is a persistent and significant concern to the Company, and it attempts to monitor such activity to find more effective technological and other means of detection and deterrence. Despite the steps taken by the Company to protect its software products, users may still make unauthorized copies of the Company's products for their own use and for sale to others. EMPLOYEES As of December 31, 1996 the Company had a total of 366 employees. None of the Company's employees is subject to a collective bargaining agreement and the Company has not experienced any work stoppage. The Company believes that its employee relations are good. The Company believes its future success depends upon its ability to attract and retain skilled employees, who are in great demand. The Company has in the past experienced difficulty in recruiting sufficient numbers of trained personnel to accommodate the Company's needs. There is no assurance that the Company will be able to attract and retain a sufficient number of qualified individuals to meet the needs of the Company's business. ITEM 2. PROPERTIES The Company's executive offices and product development and distribution center are housed in two adjacent buildings in Irvine, California, containing approximately 71,000 square feet and approximately 21,000 square feet, respectively. The Company occupies the larger facility under a lease that expires in June 2000, and occupies the smaller facility under a lease that initially expires in August 1998, but that may be renewed at the 13 option of the Company to expire in June 2000, the same date as its main facility. In addition, the Company occupies a facility in Roseville, California, near Sacramento, containing approximately 23,000 square feet, which houses product development for the BusinessWorks and BusinessWorks for Windows products, as well as certain customer support and sales functions. The Company occupies this facility under a lease that expires in 2002. The Company also occupies a facility in Mississauga, Ontario, Canada, near Toronto, containing approximately 1,400 square feet, which houses the development team for the Company's MAS 90 for Windows product. The Company currently occupies this facility pursuant to a lease that expires in 2000 and has an early termination option effective in 1998. The Company has leased a facility in Troy, Michigan, containing approximately 7,400 rentable square feet. This lease expires in March 2001, but allows the Company to extend the term of the lease for another five years. The Company uses the Troy facility as the Company's midwestern region client/server development and support facility. ITEM 3. LEGAL PROCEEDINGS The Company is engaged in litigation with Charles Milden, who was the Company's president from 1981 to 1985. This litigation commenced in December 1990 when the Company filed a complaint against Mr. Milden in the California Superior Court for Orange County, seeking damages and an injunction against disclosures of the Company's proprietary information by Mr. Milden. Following the filing of the Company's complaint against Mr. Milden, Mr. Milden and his wife filed a complaint against the Company and other defendants, including the Company's directors, T.A. Associates, Robertson, Stephens & Company, and Frank A. Barcott Security & Investigation. This action was also filed in the Orange County, California Superior Court, and was consolidated with the Company's action against Mr. Milden. The Mildens' complaint alleged, among other things, that the Company acted improperly in connection with the repurchase of his 90,271 shares of common stock in March 1990, pursuant to a right of first refusal, and that the Company interfered with his business relationships. Mr. Milden sought rescission of the Company's purchase of his stock and substantial monetary damages. In October 1991, Mr. Milden and his wife filed a petition under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court located in Orange County, California. In October 1992, the Mildens' Chapter 11 proceeding was converted to a Chapter 7, and a trustee was appointed to liquidate their estate. The trustee and the Company agreed to settle the Mildens' claims against the Company for an amount that will be fully paid by the Company's insurance carrier and that is substantially less than the litigation costs that the Company would have incurred to take this matter to trial. Both the bankruptcy court and the state court have approved this settlement agreement, and on March 14, 1994, the state court dismissed both of the pending state court actions with prejudice. The Mildens have appealed from this dismissal. Briefing has been completed and the parties are awaiting the court's determination of a date for oral argument. The Mildens have also appealed the Bankruptcy Court's order approving the settlement, as well as a number of related Bankruptcy Court orders, to the United States District Court for the Central District of California, where all of the Bankruptcy Court's orders were upheld. The Mildens then appealed the District Court's ruling to the United States Court of Appeals for the Ninth Circuit. Briefing of this appeal has also been completed, and the appeals court heard oral argument in January 1997. The appeals court has not rendered its decision. Management believes, based in part on discussions with its counsel, that the Mildens' appeals of the state court dismissal and bankruptcy court orders are without merit, and the Company intends to vigorously contest the appeals. The Company is also engaged in litigation with Rapidforms, Inc. In April of 1995, Rapidforms filed a complaint against the Company and the Company's subsidiary, Manzanita, in the United States District Court for the District of New Jersey. The complaint alleges that Manzanita breached two written agreements under which Rapidforms was to supply standard and customized printed business forms to users of Manzanita's accounting software. The original complaint further alleges that the Company tortiously interfered with Manzanita's contractual relations with Rapidforms by causing Manzanita to breach the written agreements. The original complaint contains causes of action for breach of contract, breach of the covenant of good faith and fair 14 dealing, tortious interference with contractual relations, and tortious interference with prospective economic advantage. Rapidforms seeks compensatory and punitive damages, as well as attorneys' fees, interest, and court costs. On or about July 6, 1995, the Company and Manzanita, through their attorneys in New Jersey, filed answers and counterclaims, in which the companies deny liability and assert that Rapidforms breached its obligations under the two written agreements by, among other things, failing to pay commissions due and owing to Manzanita. The counterclaim seeks damages as well as an accounting of previously paid and past due commissions owing to Manzanita. The Company intends to continue to defend the plaintiff's claims, and to prosecute the Company's claims, vigorously. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No matter was submitted to a vote of security holders of the Company during the fourth quarter of the fiscal year ended December 31, 1996. 15 PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS The Company's common stock trades on The Nasdaq Stock Market under the symbol SOTA. The approximate number of shareholders of record of common stock at March 17, 1997 was 147, some of which are street name holders and depository trusts representing beneficial shareholders. The Company has more than 400 beneficial holders of common stock. The Company has not paid any cash dividends on its common stock and does not intend to pay cash dividends in the foreseeable future. On March 17, 1997, the closing sales price of the Company's Common Stock was $11.875 per share. The following table sets forth the price range of the high and low closing sale prices per share of Common Stock as reported by the Nasdaq Stock Market for each quarter of 1995 and 1996.
LOW $ HIGH $ ------ ------ 1995: First Quarter............................................... 7.875 12.00 Second Quarter.............................................. 9.00 11.75 Third Quarter............................................... 7.50 12.00 Fourth Quarter.............................................. 9.375 11.25 1996: First Quarter............................................... 9.1875 13.625 Second Quarter.............................................. 12.00 19.50 Third Quarter............................................... 11.75 18.75 Fourth Quarter.............................................. 11.25 13.875
16 ITEM 6. SELECTED FINANCIAL DATA The following selected financial data should be read in conjunction with the consolidated financial statements and notes thereto included elsewhere herein.
FIVE YEAR SUMMARY YEAR ENDED DECEMBER 31, --------------------------------------- 1996 1995 1994 1993 1992 ------- ------- ------- ------- ------- (IN THOUSANDS, EXCEPT PER SHARE DATA) STATEMENTS OF INCOME DATA(1): Net revenues......................... $52,046 $46,118 $37,340 $33,074 $24,950 Cost of revenues..................... 10,377 10,268 7,904 6,758 4,319 ------- ------- ------- ------- ------- Gross profit......................... 41,669 35,850 29,436 26,316 20,631 Operating expenses: Sales and marketing................ 22,246 16,547 13,822 12,431 8,297 Research and development........... 11,610 7,682 6,732 3,035 1,408 General and administrative......... 4,896 4,259 4,549 4,123 2,989 Merger and acquisition costs(1).... -- -- 900 -- -- Write-off of capitalized software development costs(2).............. -- -- -- 4,094 -- ------- ------- ------- ------- ------- Total operating expenses............. 38,752 28,488 26,003 23,683 12,694 Operating income..................... 2,917 7,362 3,433 2,633 7,937 Interest income...................... 1,381 1,234 1,035 930 827 ------- ------- ------- ------- ------- Income before income taxes and extraordinary item and change in accounting principle................ 4,298 8,596 4,468 3,563 8,764 Provision for income taxes........... 1,406 2,933 1,584 968 3,472 ------- ------- ------- ------- ------- Income before extraordinary item and change in accounting principle...... 2,892 5,663 2,884 2,595 5,292 Extraordinary item--tax benefit of net operating loss carryforward..... -- -- -- -- 147 Cumulative effect of change in accounting principle................ -- -- -- 324 -- ------- ------- ------- ------- ------- Net income........................... $ 2,892 $ 5,663 $ 2,884 $ 2,919 $ 5,439 ======= ======= ======= ======= ======= Net income per share................. $ 0.25 $ 0.51 $ 0.27 $ 0.27 $ 0.48 ======= ======= ======= ======= ======= Weighted average common shares and equivalents(3)...................... 11,674 11,212 10,838 10,893 11,223 ======= ======= ======= ======= ======= BALANCE SHEET DATA(1): Working capital...................... $40,292 $35,869 $29,336 $26,943 $25,242 Total assets......................... 52,331 47,632 40,097 36,333 32,839 Long-term obligations, net of current portions............................ 244 202 219 322 1,209 Shareholders' equity................. 47,012 42,250 34,414 31,738 28,630
- -------- (1) In the fourth quarter 1994, the Company merged with Manzanita Software Systems, Inc. which was accounted for as a pooling of interests. See Notes 1 and 2 of Notes to Consolidated Financial Statements. (2) In the fourth quarter 1993, the Company took a write-off of certain capitalized software development costs that were determined to no longer have a net realizable value to the Company. See Note 1 of Notes to Consolidated Financial Statements. (3) See Notes 1 and 9 of Notes to Consolidated Financial Statements for an explanation of the method used to determine the number of shares used in per share computations. 17 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OVERVIEW The Company was formed in 1981 to develop, produce and market microcomputer accounting software. The Company shipped its first product in 1982 and in 1983 introduced its first product for IBM and compatible microcomputers. From 1982 through 1985 the Company sold its products predominantly through the retail distribution channel. In 1986 the Company introduced a new product line, MAS 90, which had substantially improved technical features and accounting functions. At the same time, the Company changed its distribution channel from retail computer stores to VARs and public accounting firms. Since 1986 the Company has increased revenues over each subsequent year. On December 30, 1994, State of the Art merged under a pooling of interests business combination with Manzanita and the financial results presented reflect the combined operations of both companies. In the most recent year ended December 31, 1996, the Company's consolidated net revenues increased $5,928,000 or 13% to $52,046,000 as compared to consolidated net revenues of $46,118,000 in 1995. The Company has been profitable for the past ten years. For the period ended December 31, 1996, the Company's consolidated net income was $2,892,000, a decrease of $2,771,000 or 49% when compared to consolidated net income of $5,663,000 in 1995. For the past four years the Company has significantly increased its research and development expense to bring new graphics and client/server accounting products to market. In 1996 the Company began shipping two new product lines, MAS 90 for Windows and Acuity Financials, designed for the Windows and Windows NT operating system environments. The Company believes that these new product lines will produce continued revenue growth for the Company. FORWARD LOOKING INFORMATION: This Annual Report on Form 10-K contains forward looking statements, including, without limitation, statements concerning the Company's product development and product release plans, future research and development, sales and marketing expenditures and future revenue growth. These forward looking statements involve risks and uncertainties, which could cause actual results to differ from those projected. These risks and uncertainties include technological risks involved in the development and testing of new products, the impact of competitive products and pricing, and the uncertainties of which operating systems and hardware platforms will dominate, and which emerging technologies could impact the demand for the Company's products. RESULTS OF OPERATIONS: The following table sets forth certain financial data as a percentage of net revenues for each of the years in the three year period ended December 31, 1996.
YEAR ENDED DECEMBER 31, ---------------- 1996 1995 1994 ---- ---- ---- Net revenues............................................ 100% 100% 100% Cost of revenues ....................................... 20 22 21 --- --- --- Gross profit ........................................... 80 78 79 Operating expenses: Sales and marketing .................................. 43 36 37 Research and development ............................. 22 17 18 General and administrative ........................... 9 9 12 Merger and acquisition costs.......................... -- -- 3 --- --- --- Total operating expenses ............................... 74 62 70 Operating income........................................ 6 16 9 Interest income......................................... 3 3 3 --- --- --- Income before income taxes.............................. 9 19 12 Provision for income taxes.............................. 3 7 4 --- --- --- Net income ............................................. 6% 12% 8% === === ===
18 Net Revenues. Consolidated net revenues in 1996 increased $5,928,000 or 13%, to $52,046,000, as compared to 1995 consolidated net revenues of $46,118,000, and in 1995 consolidated net revenues increased $8,778,000 or 24%, when compared to consolidated net revenues of $37,340,000 in 1994. The increase in 1996 consolidated net revenues was primarily the result of increased software license revenues from the MAS 90 for Windows and Acuity Financials product lines combined with increases in support and business forms revenues. License revenues from the Company's BusinessWorks, Flexware and MacP&L product lines decreased $1,407,000 or 18% in 1996 as compared to 1995. The Company sold its Apple product lines, Flexware and MacP&L, in the second quarter of 1996 and no longer offers accounting products for the Apple operating systems. In 1995 the BusinessWorks product line increased $1,380,000 or 24% as compared to 1994. Apple products decreased in 1995 by $420,000 or 30% when compared to 1994. In 1996 the Company introduced MAS 90 for Windows and Acuity Financials, two new graphic product lines, which produced $14,264,000 or 27% of the Company's revenue for the year. The increase was partially offset by a decrease of $7,857,000 or 27% in the Company's flagship MAS 90 character product line, which runs under the DOS operating system, when compared to 1995. The Company believes that the new generation graphic product lines of MAS 90 for Windows and Acuity Financials will grow at a rapid rate that will outpace the anticipated decline from the older MAS 90 for DOS product line. Acuity Financials, a natively designed NT SQL client/server product line, was released in October 1996 and contributed $992,000 or 2% of the Company's revenue in 1996. Software license revenues accounted for approximately 82% of the Company's total revenues in 1996 as compared to 80% in 1995 and 79% in 1994. The increase in consolidated net revenues in 1995 was primarily the result of increased license, support and business forms revenues. License revenues from MAS 90 and BusinessWorks in 1995 increased $7,287,000 or 25% over 1994 to $36,534,000 and accounted for 79% of the Company's total revenues as compared to 78% of the Company's revenues in 1994. Service revenues increased $752,000 or 20% as compared to 1994 and business forms revenues increased $1,160,000 or 41% to $4,019,000 and accounted for 9% of the Company's total revenues in 1995 as compared to 8% of the Company's revenues in 1994. Service revenues in 1996 increased $512,000 or 11% to $5,118,000 when compared to 1995. Business forms revenues of $4,434,000 in 1996 increased $415,000 or 10% over 1995 and accounted for approximately 9% of the Company's total 1996 revenues as compared to 9% of the total Company's revenues in 1995. The increase in business forms and support revenues was the result of increased unit volume. The increase in license fee revenues in 1996 was positively impacted as a result of increased pricing for the MAS 90 and MAS 90 for Windows products that were introduced in June 1996. Acuity Financials, a new product line which addresses a significantly higher priced market segment than the Company's traditional MAS 90 and BusinessWorks product lines produced $992,000 in revenue for 1996 and was the result of increased unit volume. The Company no longer offers entry-level products sold through retail distribution channels. The Company's revenue and operating results are subject to significant fluctuations as a result of new product introductions, product upgrade revenues, commencement of sales and marketing promotions, seasonality of customer buying trends and general economic conditions. The Company operates with no significant backlog, thereby making quarterly revenue and associated operating results difficult to forecast. In the last twenty-four quarters, the Company's revenue pattern indicates that revenue and normal operating income, before non-recurring charges and accruals, have been materially higher in the fourth quarter than in the other three quarters of the year. This historically higher revenue volume and associated operating income in the fourth quarter has been largely due to two factors: higher end-user demand for the Company's software products as customers prepare to automate their businesses at the beginning of each new year, and the release of the Company's annual payroll tax update program. Management believes this pattern will continue in 1997. Cost of Revenues. Cost of revenues consists primarily of documentation, packaging, diskettes, royalties, software development amortization and associated manufacturing, labor and overhead costs. In 1996 cost of revenues were 20% of net revenues as compared to 22% of net revenues in 1995, a decrease of two percentage points. The decrease was primarily the result of lower material and production costs than in 1995. The decrease in material and production costs, expressed as a percentage of net revenues, in 1996 was principally due to less 19 expensive package design on a per unit basis and higher pricing on the MAS 90 and Acuity product lines than in 1995. In 1995 cost of revenues increased one percentage point to 22% as compared to 21% in 1994 and was the result of higher royalty and material costs than in 1994. While the Company continues to pursue cost reduction opportunities whenever practicable, there can be no assurance that it will be able to maintain its current level of cost of revenues as a percentage of net revenues. Sales and Marketing. Sales and marketing expenses primarily include compensation for the Company's sales, marketing, customer service and product support staffs, advertising costs and other related expenses. Sales and marketing expenses in 1996 were 43% of net revenues, an increase of seven percentage points from 36% of net revenues in 1995. This represented a dollar increase of $5,699,000 and a percentage increase of 34% over 1995 expenses and was primarily the result of increased costs for salaries and benefits, contract labor, advertising and lead generation activities, promotional events and direct overhead costs. In 1996, sales and marketing personnel costs increased approximately 15% or $1,178,000 over similar levels in 1995 and was the result of increased salaries and benefit costs, rather than headcount increases. Advertising and lead generation expense in 1996 increased 83% or $2,195,000 over 1995 and was primarily related to the launch of new products into the marketplace and a new emphasis on identifying potential end-users. The cost of promotional events held by the Company increased $327,000 and general corporate overhead expenses increased $940,000 over similar costs in 1995. Contract labor and travel and entertainment costs primarily accounted for the remaining increase in sales and marketing costs in 1996. In 1995 sales and marketing expenses, at 36% of net revenues, decreased one percentage point from 37% of net revenues in 1994. This represented a dollar increase of $2,725,000, and a percentage increase of 20% over 1994 expenses, and was primarily the result of increased costs for salaries and benefits, contract labor, promotional events and direct overhead costs. In 1995 salaries and benefits increased 15% or $1,051,000 over 1994 and was primarily the result of increased headcount which grew by 22% over the prior year. Promotional event costs increased $604,000 over similar costs in 1994, while additional expenses incurred in contract labor and direct overhead costs primarily accounted for the remaining increase. The Company believes that substantial investments in sales and marketing, including customer service and product support, are important to its revenue growth. Accordingly, the Company expects these expenses to continue to be significant. In 1997, the Company plans to increase expenses for advertising and lead generation activities and customer support expense to provide increased levels of customer satisfaction. Research and Development. Research and development expenses in 1996, net of capitalized software development costs, increased 51% or $3,928,000 to 22% of net revenues, as compared to $7,682,000 or 17% of net revenues in 1995 and $6,732,000 or 18% of net revenues in 1994. The increase in research and development expenses of $3,928,000 in 1996 can primarily be attributed to personnel costs which increased 44% or $2,386,000, consultant expenses which increased $827,000 and general overhead costs which increased $696,000 when compared to 1995. The increase in research and development expenses is primarily associated with new product development of the MAS 90 for Windows and Acuity Financials product lines which were released and began shipping in 1996. In 1995 research and development expenses increased as the result of increases in personnel, consultant and general overhead costs. Personnel and consultant expense in 1995 increased 13% or $767,000 as compared to 1994 and increases in general overhead costs including travel expenses accounted for the remaining increase. Increases in research and development costs in 1995 were primarily focused on new product development and product enhancements. The Company expects to increase research and development costs in future periods as a result of product development efforts for existing and future products related to new operating platforms and market segments. However, as a result of the successful introduction of MAS 90 for Windows and Acuity Financials a major milestone in the technology development effort has been achieved and expense in this area is expected to decrease. Development efforts in bringing additional products to market under the same technology base will be the concentration in 1997, which will result in additional development expense. The Company does, however, expect the percentage of research and development costs when expressed as a percentage of revenues to decrease in 1997. 20 General and Administrative. General and administrative costs in 1996 totaled $4,896,000, an increase of $637,000 or 15% over 1995 general and administrative costs. When expressed as a percentage of net revenues, general and administrative expenses in 1996 remained at 9% of net revenues. The increase in general and administrative expense can primarily be attributed to increased personnel and contract labor costs which increased $636,000 or 26% over similar costs in 1995. General and administrative costs decreased from 12% of revenues in 1994 to 9% of revenues in 1995. The decrease of 6% or $290,000 in 1995 general and administrative costs when compared to 1994 can primarily be attributed to decreased overhead costs as a result of a favorable lease renewal on the Company's headquarters. Merger and Acquisition Costs. The Company incurred $900,000 of merger and acquisition costs in 1994 related to the merger of State of the Art, Inc. and Manzanita Software Systems. These costs consisted primarily of investment banking fees, legal, accounting and certain personnel costs related to severance payments. Interest Income. Interest income in 1996 increased $147,000 or 12% over 1995. In 1995 interest income increased $199,000 or 19% over 1994. In all three years interest income represented 3% of Company revenues. The increase in interest income in both 1996 and 1995 was primarily the result of higher cash balances and short term investments which were generated from profitable operations. In addition, interest earned on the Company's cash balances was positively impacted by generally higher interest rates in 1995 than in 1994. Income Taxes. The Company's effective tax rate in 1996 was 33% as compared to 34% in 1995 and 36% in 1994. The decrease in the effective tax rate in 1996 and 1995 was primarily the result of additional tax credits available to the Company primarily associated with increased expenditures in qualified research and development expenses. In 1996 the Company had more qualified research and development expenses expressed as a percentage of net revenues than were incurred in 1995, and in 1995 the Company had more qualified research and development expenses than in 1994. See Note 4 to Consolidated Financial Statements for further analysis and explanation on the Company's income taxes. 21 LIQUIDITY AND CAPITAL RESOURCES The Company has funded its operations for the past eleven years through positive cash flow from operations. On December 31, 1996 the Company's working capital totaled $40,292,000, an increase of $4,423,000 or 12% over working capital as of December 31, 1995. The Company also has an unsecured line of credit in the amount of $10,000,000 with Wells Fargo Bank that expires in April 1998. Currently there is no outstanding balance on the line of credit. The Company believes that funds generated from operations, existing cash balances, short term investments and its bank line of credit will be sufficient to finance the Company's operations for at least the next 12 months. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The financial statements of the Company follow hereafter, beginning on page 23. See Financial Statement Index at Item 14(a)(1). 22 INDEPENDENT AUDITORS' REPORT The Board of Directors and Shareholders State of the Art, Inc.: We have audited the consolidated financial statements of State of the Art, Inc. and subsidiaries, as listed in the accompanying index at Item 14(a)(i). In connection with our audits of the consolidated financial statements, we also have audited the consolidated financial statement schedule as listed in the accompanying index at Item 14(a)(2). These consolidated financial statements and the consolidated financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements and the consolidated financial statement schedule based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of State of the Art, Inc. and subsidiaries as of December 31, 1996 and 1995 and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 1996 in conformity with generally accepted accounting principles. Also, in our opinion, the related consolidated financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein. KPMG Peat Marwick LLP Orange County, California January 21, 1997 23 STATE OF THE ART, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 1996 AND 1995 (IN THOUSANDS, EXCEPT SHARE AMOUNTS)
1996 1995 ------- ------- ASSETS ------ Current assets: Cash and cash equivalents.................................... $22,029 $16,681 Short-term investments....................................... 15,064 17,102 Accounts receivable, less allowance for doubtful accounts of $116 in 1996 and $115 in 1995............................... 5,407 5,175 Inventories (note 3)......................................... 1,494 1,086 Prepaid expenses............................................. 1,180 768 Income tax receivable (note 4)............................... 109 -- Deferred income taxes (note 4)............................... 84 237 ------- ------- Total current assets....................................... 45,367 41,049 ------- ------- Property and equipment, net (note 5)........................... 5,334 4,357 Capitalized software development costs, less accumulated amortization of $5,329 in 1996 and $4,529 in 1995............. 1,441 1,398 Deferred income taxes (note 4)................................. 49 25 Other assets................................................... 140 803 ------- ------- $52,331 $47,632 ======= ======= LIABILITIES AND SHAREHOLDERS' EQUITY ------------------------------------ Current liabilities: Accounts payable............................................. $ 2,481 $ 1,965 Accrued expenses............................................. 1,544 1,270 Deferred revenue............................................. 1,046 1,165 Income taxes payable (note 4)................................ -- 769 Notes payable and current portion of long-term debt.......... 4 11 ------- ------- Total current liabilities.................................. 5,075 5,180 ------- ------- Accrued rent................................................... 244 195 Other noncurrent liabilities................................... -- 7 ------- ------- Total liabilities.......................................... 5,319 5,382 ------- ------- Shareholders' equity (notes 2 and 8): Preferred stock, 1,000,000 shares authorized, none issued and outstanding................................................. -- -- Common stock, no par value, 25,000,000 shares authorized; 11,157,477 and 10,923,436 shares issued and outstanding in 1996 and 1995, respectively................................. 18,330 16,460 Retained earnings............................................ 28,682 25,790 ------- ------- Total shareholders' equity................................. 47,012 42,250 ------- ------- $52,331 $47,632 ======= =======
See accompanying notes to consolidated financial statements. 24 STATE OF THE ART, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994 (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
1996 1995 1994 ------- ------- ------- Net revenues........................................... $52,046 $46,118 $37,340 Cost of revenues....................................... 10,377 10,268 7,904 ------- ------- ------- Gross profit........................................... 41,669 35,850 29,436 Operating expenses: Sales and marketing.................................. 22,246 16,547 13,822 Research and development............................. 11,610 7,682 6,732 General and administrative........................... 4,896 4,259 4,549 Merger and acquisition costs......................... -- -- 900 ------- ------- ------- Total operating expenses............................... 38,752 28,488 26,003 ------- ------- ------- Operating income....................................... 2,917 7,362 3,433 Interest income........................................ 1,381 1,234 1,035 ------- ------- ------- Income before income taxes............................. 4,298 8,596 4,468 Provision for income taxes (note 4).................... 1,406 2,933 1,584 ------- ------- ------- Net income............................................. $ 2,892 $ 5,663 $ 2,884 ======= ======= ======= Net income per share (note 9).......................... $ .25 $ .51 $ .27 ======= ======= ======= Weighted average common shares and equivalents (note 9).............................................. 11,674 11,212 10,838 ======= ======= =======
See accompanying notes to consolidated financial statements. 25 STATE OF THE ART, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994 (IN THOUSANDS, EXCEPT SHARE AMOUNTS)
COMMON STOCK ------------------- RETAINED SHARES AMOUNT EARNINGS TOTAL ---------- ------- -------- ------- Balance at December 31, 1993............ 10,348,303 $14,495 $17,243 $31,738 Common stock issuance under stock option plan, including tax benefit of $60 (note 8)............................... 46,091 175 -- 175 Common stock issuance pursuant to warrants (note 8)...................... 5,344 3 -- 3 Common stock issuance under employee stock purchase plan (note 8)........... 84,866 127 -- 127 Repurchase and retirement of common stock (note 8)......................... (100,000) (513) -- (513) Net income.............................. -- -- 2,884 2,884 ---------- ------- ------- ------- Balance at December 31, 1994............ 10,384,604 14,287 20,127 34,414 Common stock issuance under stock option plan, including tax benefit of $448 (note 8)............................... 507,484 1,923 -- 1,923 Common stock issuance (note 8).......... 31,348 250 -- 250 Net income.............................. -- -- 5,663 5,663 ---------- ------- ------- ------- Balance at December 31, 1995............ 10,923,436 16,460 25,790 42,250 Common stock issuance under stock option plan, including tax benefit of $544 (note 8)............................... 234,041 1,870 -- 1,870 Net income.............................. -- -- 2,892 2,892 ---------- ------- ------- ------- Balance at December 31, 1996............ 11,157,477 $18,330 $28,682 $47,012 ========== ======= ======= =======
See accompanying notes to consolidated financial statements. 26 STATE OF THE ART, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994 (IN THOUSANDS)
1996 1995 1994 ------- ------- ------- Cash flows from operating activities: Net income........................................ $ 2,892 $ 5,663 $ 2,884 Adjustments to reconcile net income to net cash provided by operating activities: Common stock issued as compensation............. -- 250 -- Depreciation and amortization................... 2,807 2,367 1,913 Loss on disposal of fixed assets................ -- 2 6 Provision for deferred income taxes............. 129 15 355 Changes in assets and liabilities: Accounts receivable........................... (232) (2,030) (72) Inventories................................... (408) (32) (74) Prepaid expenses.............................. (412) (254) (279) Other assets.................................. 663 (572) 15 Accounts payable.............................. 516 307 (361) Accrued expenses.............................. 274 (792) 1,191 Deferred revenue.............................. (119) (256) 185 Income taxes payable.......................... (334) 905 372 Notes payable................................. (7) -- -- Accrued rent.................................. 49 (7) (40) Other noncurrent liabilities.................. (7) (10) (13) ------- ------- ------- Net cash provided by operating activities... 5,811 5,556 6,082 ------- ------- ------- Cash flows from investing activities: Sales (purchases) of short-term investments....... 2,038 (696) (368) Proceeds from sale of property and equipment...... 19 1 6 Capital expenditures--property and equipment...... (3,003) (2,458) (1,714) Capital expenditures--software development costs.. (843) (703) (622) ------- ------- ------- Net cash used in investing activities....... (1,789) (3,856) (2,698) ------- ------- ------- Cash flows from financing activities: Repurchase of common stock........................ -- -- (513) Issuance of common stock under employee stock purchase plan.................................... -- -- 127 Proceeds from sale of common stock under stock option plan...................................... 1,326 1,475 118 Repayments of notes payable and long-term debt.... -- -- (176) ------- ------- ------- Net cash provided by (used in) financing activities................................. 1,326 1,475 (444) ------- ------- ------- Net increase in cash and cash equivalents........... 5,348 3,175 2,940 Cash and cash equivalents at beginning of year...... 16,681 13,506 10,566 ------- ------- ------- Cash and cash equivalents at end of year............ $22,029 $16,681 $13,506 ======= ======= ======= Supplemental disclosures of cash flow information: Interest paid..................................... $ 15 $ 6 $ 18 ======= ======= ======= Income taxes paid................................. $ 1,611 $ 1,951 $ 731 ======= ======= =======
See accompanying notes to consolidated financial statements. 27 STATE OF THE ART, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994 (IN THOUSANDS, EXCEPT SHARE DATA) (1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The consolidated financial statements include the accounts of State of the Art, Inc., a California corporation, and its wholly owned subsidiaries (State of the Art). All significant intercompany transactions have been eliminated in consolidation. Basis of Presentation On December 30, 1994, State of the Art merged with Manzanita Software Systems, Inc. (Manzanita) (collectively, the Company), which was accounted for as a pooling of interests (note 2). Accordingly, all financial information has been restated to reflect the combined operations of State of the Art and Manzanita for all periods prior to the merger. Principal Activities State of the Art was incorporated in California on April 7, 1981. The Company develops, produces, markets and supports microcomputer accounting software and related products and services. The Company's customers are primarily located throughout the United States. No single customer accounted for more than 5% of the Company's sales in 1996, 1995 or 1994, and no account receivable from any customer exceeded 5% of the Company's shareholders' equity at December 31, 1996 or 1995. Cash and Cash Equivalents For purposes of the statements of cash flows, the Company considers all highly liquid instruments with original maturities of three months or less and with an insignificant interest rate risk to be cash equivalents. United States Government Securities Short-term investments at December 31, 1996 and 1995 include $15,064 and $17,102 of various United States government securities with original maturities of approximately six months to five years. United States government securities are carried at cost adjusted for the accretion of discounts, which are recognized as adjustments to interest income over their term using a method which approximates the level yield method. Management has the intention and ability to hold the securities until maturity. Adjusted cost approximates market value. Inventories Inventories are stated at the lower of cost or market (net realizable value) under the first-in, first-out method of accounting for inventories. Capitalized Software Development Costs Software development costs incurred after the establishment of technological feasibility are capitalized and later amortized to cost of revenues on a product-by-product basis at the greater of the amount computed using the ratio of current gross revenues for a product to the total of current and anticipated future gross revenues or 28 STATE OF THE ART, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) the straight-line method over the remaining estimated economic life of the product. Generally, an original estimated economic life of five years is assigned to capitalized software development costs. During 1996, 1995 and 1994, the Company capitalized $843, $274 and $261 (excluding $0, $429 and $361 of purchased software), respectively, and amortized $800, $866 and $860, respectively, of software development costs. Fair Value of Financial Instruments In December 1991, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 107, "Disclosures about Fair Value of Financial Instruments." SFAS No. 107 requires all entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value. SFAS No. 107 defines fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. As of December 31, 1996, the fair value of all financial instruments approximated carrying value. Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed Of The Company adopted the provisions of SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of," on January 1, 1996. SFAS No. 121 requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceed the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. Adoption of SFAS No. 121 did not have a material impact on the Company's financial position, results of operations or liquidity. Property and Equipment Property and equipment are stated at cost. Depreciation is provided on a straight-line basis over estimated useful lives which range from three to ten years. Amortization of leasehold improvements is charged to expense on a straight-line basis over the shorter of the estimated useful lives of the assets or the term of the underlying lease. Stock Options Prior to January 1, 1996, the Company accounted for its stock options in accordance with the provisions of Accounting Principles Board (APB) Opinion No. 25, "Accounting for Stock Issued to Employees," and related interpretations. As such, compensation expense would be recorded on the date of grant only if the current market price of the underlying stock exceeded the exercise price. On January 1, 1996, the Company adopted SFAS No. 123, "Accounting for Stock-Based Compensation," which permits entities to recognize as expense over the vesting period the fair value of all stock-based awards on the date of grant. Alternatively, SFAS No. 123 also allows entities to continue to apply the provisions of APB Opinion No. 25 and provide pro forma net income and pro forma net income per share disclosures for employee stock options granted in 1995 and subsequent years as if the fair-value-based method defined in SFAS No. 123 had been applied. The Company has elected to continue to apply the provisions of APB Opinion No. 25 and provide the pro forma disclosure provisions of SFAS No. 123 (see note 8). 29 STATE OF THE ART, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) Use of Estimates Company management has made a number of estimates and assumptions relating to the reporting of assets and liabilities in conformity with generally accepted accounting principles. Actual results could differ from these estimates. Revenue Recognition The Company recognizes revenue from licenses of accounting software upon delivery. Revenue from maintenance agreements is recognized on a straight-line basis over the maintenance period. Revenue from education services is recognized as services are rendered. The American Institute of Certified Public Accountants issued a Statement of Position (SOP) entitled "Software Revenue Recognition" on December 12, 1991. Company management believes that the aforementioned revenue recognition policies of the Company have been and are in compliance with the requirements of the SOP. Income Taxes The Company accounts for income taxes under the asset and liability method, whereby deferred tax assets and liabilities are determined based on differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The realization of deferred tax assets is based on historical positions and expectations about future taxable income. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Net Income Per Share Net income per share was computed based on the weighted average number of common shares and equivalents outstanding during the years presented (note 9). Primary and fully diluted net income per share are approximately the same. The Company has granted certain options (note 8) which have been treated as common share equivalents in calculating net income per share. 30 STATE OF THE ART, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) (2) BUSINESS COMBINATION On December 30, 1994, State of the Art merged with Manzanita, a California corporation based in Roseville, California, which develops, manufactures, markets and services microcomputer software used in medium- to small-sized business environments. The merger was accounted for as a pooling of interests, and, accordingly, the accompanying financial statements have been restated to include the accounts and operations of Manzanita for all periods prior to the merger. Manzanita became a wholly owned subsidiary of State of the Art and each issued and outstanding share of Manzanita's common stock was converted into the right to receive .53442 of a share of State of the Art's common stock (Common Stock). Also pursuant to the merger, each issued and outstanding share of Manzanita's Series B Convertible Preferred Stock was converted into the right to receive .53442 shares of Common Stock. In addition, State of the Art agreed to assume all outstanding options granted under the stock option plan maintained by Manzanita. Each outstanding option was converted into an option to purchase .53442 shares of Common Stock. As a result of the transaction, on December 30, 1994, State of the Art issued 1,653,091 shares of Common Stock, and reserved 346,844 shares of Common Stock for issuance upon exercise of Manzanita's options. Separate results of the combined entities for the year ended December 31, 1994 are as follows: Net revenues: State of the Art................................................. $30,173 Manzanita........................................................ 7,167 ------- $37,340 ======= Net income: State of the Art................................................. $ 2,635 Manzanita........................................................ 249 ------- $ 2,884 =======
In connection with the merger, approximately $900 of merger costs and expenses were incurred and charged to expense in 1994. These nonrecurring costs and expenses consisted primarily of investment banking fees, legal, accounting and certain personnel costs related to severance payments. (3) INVENTORIES A summary of inventories follows:
1996 1995 ------ ------ Raw materials................................................ $1,306 $ 701 Work-in-process.............................................. 19 43 Finished goods............................................... 169 342 ------ ------ $1,494 $1,086 ====== ======
(4) INCOME TAXES The total provision for income taxes for the years ended December 31, 1996 and 1995 was allocated as follows:
1996 1995 ------ ------ Provision for income taxes included in consolidated statement of income................................................. $1,406 $2,933 Income tax benefit included in shareholders' equity for compensation expense for tax purposes in excess of amounts recognized for financial reporting purposes.... (544) (448) ------ ------ $ 862 $2,485 ====== ======
31 STATE OF THE ART, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) The provision for income taxes attributable to income before taxes consists of:
1996 1995 1994 ------ ------ ------ Current: Federal............................................. $1,116 $2,377 $1,009 State............................................... 204 541 221 ------ ------ ------ 1,320 2,918 1,230 ------ ------ ------ Deferred: Federal............................................. 66 12 293 State............................................... 20 3 61 ------ ------ ------ 86 15 354 ------ ------ ------ $1,406 $2,933 $1,584 ====== ====== ======
The provision for income taxes differed from the amounts computed by applying the U.S. Federal income tax rate of 34% to pretax income from continuing operations as a result of the following:
1996 1995 1994 ------ ------ ------ Computed "expected" tax expense.................... $1,461 $2,923 $1,519 State taxes, net of Federal income tax benefit..... 148 362 174 General tax credit................................. (247) (357) (234) Nondeductible acquisition costs.................... -- -- 115 Other.............................................. 44 5 10 ------ ------ ------ $1,406 $2,933 $1,584 ====== ====== ======
The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 1996 and 1995 are presented below:
1996 1995 ---- ---- Deferred tax assets: State taxes................................................... $ 7 $ 37 Inventories, principally due to additional costs inventoried for tax purposes pursuant to the Tax Reform Act of 1986...... 159 202 Rent abatement................................................ 106 84 Non-compete agreement......................................... -- 3 Tax credits................................................... -- 20 Other......................................................... 85 79 ---- ---- Deferred tax assets............................................. 357 425 Deferred tax liabilities: Depreciation.................................................. 32 120 Software capitalization....................................... 192 43 ---- ---- Net deferred tax assets......................................... $133 $262 ==== ====
There was no valuation allowance for deferred tax assets as of December 31, 1996 or 1995. 32 STATE OF THE ART, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) Based on the Company's current and historical pretax earnings, management believes it is more likely than not that the Company will realize the benefit of the existing net deferred tax asset at December 31, 1996. Management believes the existing net deductible temporary differences will reverse during periods in which the Company generates net taxable income; however, there can be no assurance that the Company will generate any earnings or any specific level of continuing earnings in future years. (5) PROPERTY AND EQUIPMENT A summary of property and equipment follows:
1996 1995 ------- ------ Computer equipment......................................... $ 6,748 $5,194 Furniture and fixtures..................................... 2,527 2,287 Office equipment........................................... 1,008 854 Office equipment under capital lease....................... 60 60 Leasehold improvements..................................... 1,669 926 ------- ------ 12,012 9,321 Less accumulated depreciation and amortization............. 6,678 4,964 ------- ------ $ 5,334 $4,357 ======= ======
(6) COMMITMENTS AND CONTINGENCIES Lease Commitments The Company leases its facilities and certain equipment under operating leases which expire at various dates through 2002. Future minimum noncancelable lease commitments are as follows:
YEAR ENDING DECEMBER OPERATING 31, LEASES -------- --------- 1997........................................................... $1,362 1998........................................................... 1,384 1999........................................................... 1,321 2000........................................................... 786 2001........................................................... 324 Thereafter...................................................... 296 ------ Total minimum lease payments.................................... $5,473 ======
Rent expense was $1,616, $1,644 and $1,636 for the years ended 1996, 1995 and 1994, respectively. 401(k) Profit Sharing Plan On January 1, 1990, State of the Art established a 401(k) Profit Sharing Plan (the 401(k) Plan) which provides for retirement and certain other benefits to their employees and their beneficiaries. State of the Art, at its option, may make matching contributions to the 401k Plan based on salary limitations. The 401k Plan is administered under a written Plan and Trust Agreement entered into between State of the Art and their designated Trustee. State of the Art's contributions for 1996, 1995 and 1994 were $247, $65 and $38, respectively. 33 STATE OF THE ART, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) On March 1, 1993, Manzanita established a 401(k) Plan, which provides for retirement and certain other benefits to their employees and their beneficiaries. Manzanita makes matching contributions to the 401(k) Plan based on salary limitations. The 401(k) Plan is administered under a written Plan and Trust Agreement entered into between Manzanita and their designated Trustee. Manzanita's contributions for 1995 and 1994 were $44 and $53, respectively. On January 1, 1996, the Manzanita and State of the Art plans were merged. Litigation The Company is subject to lawsuits which arise in the ordinary course of business. Management is of the opinion, based in part upon opinions of its counsel, that the liability of the Company, if any, arising from existing and threatened lawsuits would not have a material adverse effect on the Company's financial position or results of operations. (7) REVOLVING CREDIT LINE On February 22, 1995, the Company entered into an agreement whereby it may borrow, on a revolving credit line basis, up to $10,000. The revolving line is unsecured. The Company has the option to pay interest on the revolving credit line at the bank's prime interest rate, or the LIBOR Rate plus 1.5%. The agreement requires the Company to maintain certain compensating balances and has certain restrictive covenants. The agreement expires in April, 1998. (8) SHAREHOLDERS' EQUITY On April 20, 1990, the Board of Directors adopted the 1990 Stock Option Plan (the 1990 Plan), which allows for the issuance of both incentive and nonqualified stock options. A total of 837,107 shares have been reserved for issuance to selected employees and such other persons as deemed appropriate by the Company under the 1990 Plan. The 1990 Plan is administered by the Board of Directors of the Company or by a committee delegated by the Board of Directors. Under the 1990 Plan, the exercise price of incentive stock options granted will not be less than the fair market value of the Company's common stock at the date of the grant. Options under the 1990 Plan are subject to varying vesting periods as determined by the Board of Directors or its appointed committee. The outstanding options are subject to vesting over periods up to 5 years. In order to ensure the availability of sufficient numbers of options to attract and retain key employees in the future, on February 17, 1994, the Company's Board of Directors adopted the 1994 Incentive Stock Option, Non- qualified Stock Option and Restricted Stock Purchase Plan (the 1994 Plan), which allows for the issuance of incentive and nonqualified stock options and restricted stock purchase agreements to employees of the Company. On April 25, 1996, an additional 1,000,000 shares of the Company's common stock was approved to be reserved for the 1994 Plan. A total of 2,000,000 shares are reserved for the 1994 Plan. In addition to the 1994 Plan, on March 1, 1994, the Company's Board of Directors adopted a Stock Option Plan for Non-Employee Directors (the Director's Plan). A total of 200,000 shares are reserved for both initial and ongoing grants to nonemployee Directors of the Company. The 1994 Plan and Director's Plan is administered by the Board of Directors of the Company or by a committee designated by the Board of Directors. Under both the 1994 Plan and Director's Plan, the exercise price of stock options granted will not be less than the fair market value of the Company's common stock at the date of the grant. Options under the 1994 Plan are subject to varying vesting periods as determined by the Board of Directors or its appointed committee. Under the Directors' Plan, both the size of option grants and the vesting periods are specified in the plan. The per share weighted-average fair value of stock options granted during 1996 and 1995 was $5.66 and $4.14 on the date of grant using the Black Scholes option-pricing model with the following weighted-average assumptions: Expected dividend yield of 0%, risk-free interest rate of 6.29%, volatility of its stock over the expected life of the options of .56, and an expected life of 3.68 years. 34 STATE OF THE ART, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) The Company applies APB Opinion No. 25 and related interpretations in accounting for its stock-based compensation plans. Accordingly, no compensation cost has been recognized for its stock option plans. Had compensation costs for the Company's three stock-based compensation plans been determined under SFAS No. 123, the Company's net income and net income per share would have been reduced to the pro forma amounts indicated below:
1996 1995 ------ ------ Net income: As reported................................................ $2,892 $5,663 Pro forma.................................................. 1,941 5,447 ====== ====== Net income per share: As reported................................................ $ 0.25 $ 0.51 Pro forma.................................................. 0.17 0.49 ====== ======
Pro forma net income reflects only options granted in 1996 and 1995. Therefore, the full impact of calculating compensation cost for stock options under SFAS No. 123 is not reflected in the pro forma net income amounts presented above because compensation cost is reflected over the options' vesting period of four years and compensation cost for options granted prior to January 1, 1995 is not considered. A summary of option activity and options outstanding under the plans follows:
NUMBER OF PRICE PER SHARES SHARE --------- ----------- Options outstanding at December 31, 1993........... 478,341 $ .38-12.25 Granted.......................................... 1,248,774 1.50-8.44 Exercised........................................ (46,091) .38-3.00 Canceled......................................... (14,930) .56-7.38 --------- ----------- Options outstanding at December 31, 1994........... 1,666,094 $ .38-12.25 Granted.......................................... 342,415 6.38-10.63 Exercised........................................ (507,484) .38-8.50 Canceled......................................... (202,903) .38-12.25 --------- ----------- Options outstanding at December 31, 1995........... 1,298,122 $ .38-10.63 Granted.......................................... 558,350 5.88-14.75 Exercised........................................ (234,041) .38-10.63 Canceled......................................... (69,636) .56-12.00 --------- ----------- Options outstanding at December 31, 1996........... 1,552,795 $ .38-14.75 ========= ===========
The majority of options granted in 1996, 1995 and 1994 were to attract and retain key employees. The above share and price per share amounts include the options assumed in the Manzanita pooling of interests (see note 2). The income tax effect of the nonqualified options exercised in 1996, 1995 and 1994 was $544, $448 and $60, respectively, which has been credited directly to common stock in the accompanying Consolidated Balance Sheets and treated as a noncash transaction for purposes of the accompanying Consolidated Statements of Cash Flows. At December 31, 1996, options to purchase 738,362 shares of common stock were exercisable at $.38 to $12.00 per share. 35 STATE OF THE ART, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) Under a stock repurchase plan authorized by the Company's Board of Directors, State of the Art repurchased 100,000 shares of its common stock in 1994 for an aggregate price of approximately $513. Pursuant to a resolution of the Board of Directors of Manzanita in May 1993, a noncompensatory employee stock purchase plan was put in place. The purpose of this plan was to promote the interests of Manzanita and its shareholders by providing incentive to employees. This plan was open to all employees. During 1994, 84,866 shares of common stock were issued at $1.50 per share under this employee stock purchase plan. During 1995, the Company issued 31,348 shares of common stock for $7.975 per share as compensation to some newly hired key employees. (9) NET INCOME PER SHARE The computations of the weighted average common shares and equivalents outstanding follows:
YEAR ENDED DECEMBER 31, -------------------- 1996 1995 1994 ------ ------ ------ Weighted average common shares outstanding during the period.............................................. 11,053 10,627 10,428 Incremental shares assumed to be outstanding related to stock options granted............................ 621 585 410 ------ ------ ------ Weighted average common shares and equivalents outstanding......................................... 11,674 11,212 10,838 ====== ====== ======
36 STATE OF THE ART, INC. AND SUBSIDIARIES SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994 (IN THOUSANDS)
ADDITIONS BALANCE AT CHARGED TO BALANCE BEGINNING COSTS AND AMOUNTS AT END DESCRIPTION OF PERIOD EXPENSES WRITTEN-OFF OF PERIOD ----------- ---------- ---------- ----------- --------- Year ended December 31, 1996: Allowance for doubtful accounts.. $115 $ 55 $ 54 $116 ==== ==== ==== ==== Reserve for inventory obsolescence.................... $ 95 $ 69 $ 69 $ 95 ==== ==== ==== ==== Year ended December 31, 1995: Allowance for doubtful accounts.. $165 $ 48 $ 98 $115 ==== ==== ==== ==== Reserve for inventory obsolescence.................... $ 24 $184 $113 $ 95 ==== ==== ==== ==== Year ended December 31, 1994: Allowance for doubtful accounts.. $143 $ 36 $ 14 $165 ==== ==== ==== ==== Reserve for inventory obsolescence.................... $ 51 $ 30 $ 57 $ 24 ==== ==== ==== ====
37 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT This item has been omitted because the Company will file with the Commission, not later than 120 days after the close of the Company's fiscal year ended December 31, 1996, a definitive Proxy Statement pursuant to Regulation 14A for the Annual Meeting of Shareholders of the Company scheduled for May 29, 1997, involving, among other things, the election of directors. The information required under this item is incorporated herein by this reference to the section entitled "Election of Directors" in said Proxy Statement. ITEM 11. EXECUTIVE COMPENSATION This item has been omitted because the Company will file with the Commission, not later than 120 days after the close of the Company's fiscal year ended December 31, 1996, a definitive Proxy Statement pursuant to Regulation 14A for the Annual Meeting of Shareholders of the Company scheduled for May 29, 1997, involving, among other things, the election of directors. The information required under this item is incorporated herein by this reference to the section entitled "Executive Compensation" in said Proxy Statement (provided, however, that the material appearing under "Compensation Committee Report to Shareholders" and "Stock Price Performance Presentation" in said Proxy Statement is expressly not incorporated herein by reference). ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT This item has been omitted because the Company will file with the Commission, not later than 120 days after the close of the Company's fiscal year ended December 31, 1996, a definitive Proxy Statement pursuant to Regulation 14A for the Annual Meeting of Shareholders of the Company scheduled for May 29, 1997, involving, among other things, the election of directors. The information required under this item is incorporated herein by this reference to the section entitled "Security Ownership of Management, Nominees and Principal Security Holders" in said Proxy Statement. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS This item has been omitted because the Company will file with the Commission, not later than 120 days after the close of the Company's fiscal year ended December 31, 1996, a definitive Proxy Statement pursuant to Regulation 14A for the Annual Meeting of Shareholders of the Company scheduled for May 29, 1997, involving, among other things, the election of directors. The information required under this item is incorporated herein by this reference to the section entitled "Transactions with Related Parties" in said Proxy Statement. 38 PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a) The following documents are filed as part of this Report: (1) Financial Statements The following financial statements of the Registrant are included in Part II, Item 8:
PAGE NUMBER OF THIS REPORT ------ --Independent Auditors' Report 23 --Consolidated Balance Sheets at December 31, 1996 and 1995 24 --Consolidated Statements of Income, years ended December 31, 25 1996, 1995, and 1994 --Consolidated Statements of Shareholders' Equity, years ended 26 December 31, 1996, 1995 and 1994 --Consolidated Statements of Cash Flows, years ended December 31, 1996, 1995 and 1994 27 --Notes to Consolidated Financial Statements (2) Financial Statement Schedule --Valuation and Qualifying Accounts (Schedule II) 37 (3) Exhibit Index 2.1 --Agreement and Plan of Reorganization by and among State Of (vi) The Art, Inc., Manzanita Acquisition Corp., and Manzanita Software Systems 3.1 a. Articles of Incorporation of State Of The Art, Inc., filed (i) April 7, 1981. b. Certificate of Amendment of Articles of Incorporation, (i) filed December 28, 1981. c. Certificate of Amendment of Articles of Incorporation (i) filed February 5, 1982. d. Certificate of Amendment of Articles of Incorporation (i) filed February 14, 1983. e. Certificate of Amendment of Articles of Incorporation, (i) filed June 22, 1983. f. Certificate of Amendment of Articles of Incorporation, (i) filed August 29, 1983. g. Certificate of Amendment of Articles of Incorporation, (i) filed November 1, 1990. 3.3 --Bylaws of State Of The Art, Inc., as amended. (i) 4.1 --Amended and Restated 1990 Stock Option Plan (ii) 4.2 --Form of amended and restated 1990 Nonqualified Stock Option (ii) Agreement 4.3 --1994 Incentive Stock Option, Nonqualified Stock Option and (ii) Restricted Stock Purchase Plan 4.4 --Form of Incentive Option Agreement used under the 1994 (ii) Incentive Stock Option, Nonqualified Stock Option and Restricted Stock Purchase Plan 4.5 --Form of Nonqualified Option Agreement used under the 1994 (ii) Incentive Stock Option, Nonqualified Stock Option and Restricted Stock Purchase Plan 4.6 --Form of Restricted Share Agreement used under the 1994 (ii) Incentive Stock Option, Nonqualified Stock Option and Restricted Stock Purchase Plan 4.7 --Stock Option Plan for Non-Employee Directors (ii) 4.8 --Form of Option Agreement (Past Service Options) used under (ii) Stock Option Plan for Non-Employee Directors 4.9 --Form of Option Agreement (Vesting Options) used under Stock (ii) Option Plan for Non-Employee Directors 4.10 --1997 Employee Stock Purchase Plan 4.11 --Form of subscription agreement used under the 1997 Employee Stock Purchase Plan 4.12 --Form of Notice of Withdrawal used under the 1997 Employee Stock Purchase Plan 10.3 a. Standard Form Lease agreement dated September 5, 1989, (i) between the Registrant and The Irvine Company. b. First Amendment to Lease dated May 15, 1990, between the (i) Registrant and The Irvine Company.
39
PAGE NUMBER OF THIS REPORT ------ c. Second Amendment to Lease dated June 24, 1993, between (i) the Registrant and the Irvine Company d. Lease between WRC Properties, Inc. as Landlord, and (vii) State of the Art, Inc., as Tenant 10.8 --Form of Indemnification Agreement (i) 10.20 --Employment Agreement dated February 17, 1994, between the (iv) Registrant and David W. Hanna 10.23 --Non-Competition Agreement dated December 30, 1994 between (vi) the Registrant and Corley M. Phillips 10.24 --Employment Agreement dated December 30, 1994 between the (vi) Registrant and Jeffrey E. Gold 10.25 --Non-Competition Agreement dated December 30, 1994 between (vi) the Registrant and Jeffrey E. Gold 10.26 --Computer Software License Agreement for Bundled Application (vi) Software dated January 26, 1995, between the Registrant and BASIS International Ltd. 23 --Consent of KPMG Peat Marwick LLP 42 24 --Power of Attorney 41 - -------- (i) Incorporated by reference to the referenced exhibit number of the Company's Registration Statement on Form S-1, No. 33-39771. (ii) Incorporated by reference to the referenced exhibit number of the Company's Registration Statement on Form S-8, No. 33-86828. (iii) Incorporated by reference to the referenced exhibit number of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1993. (iv) Incorporated by reference to the referenced exhibit number of the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 1994. (v) Incorporated by reference to the referenced exhibit number of the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1994. (vi) Incorporated by reference to the referenced exhibit number of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1994. (vii) Incorporated by reference to the referenced exhibit number of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1995.
(b) Reports on Form 8-K. The Company filed no report on Form 8-K during the last quarter of the Company's fiscal year ended December 31, 1996. (c) Exhibits. See Item 14(a)(3) "Exhibit Index." (d) Financial Statement Schedules. See Item 14(a)(2) "Financial Statement Schedule." 40 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. State of the Art, Inc. /s/ David W. Hanna By: _________________________________ David W. Hanna Chairman of the Board of Directors, Chief Executive Officer, and President Date: March 28, 1997 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David W. Hanna and James R. Eckstaedt, jointly and severally, his or her attorney-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys- in-fact, or his or their substitutes, may 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 the behalf of the Registrant and in the capacities and on the dates indicated.
NAME TITLE DATE ---- ----- ---- /s/ David W. Hanna - ------------------------------------ David W. Hanna Chairman of the Board of Directors, President and Chief Executive Officer March 28, 1997 /s/ James R. Eckstaedt - ------------------------------------ James R. Eckstaedt Vice President, Finance, Chief Financial Officer and Secretary (Principal Financial and Accounting Officer) March 28, 1997 /s/ George Riviere - ------------------------------------ George Riviere Director March 28, 1997 /s/ Susan L. Rasinski - ------------------------------------ Susan L. Rasinski Director March 28, 1997 /s/ W. Frank King - ------------------------------------ W. Frank King Director March 28, 1997 /s/ James H. Clement, Jr. - ------------------------------------ James H. Clement, Jr. Director March 28, 1997
41 ACCOUNTANTS' CONSENT The Board of Directors State of the Art, Inc. We consent to incorporation by reference in the registration statement (No. 333-10591) on Form S-8 of State of the Art, Inc. of our report dated January 21, 1997, relating to the balance sheets of State of the Art, Inc. as of December 31, 1996 and 1995 and the related statements of income, cash flows and shareholders' equity for each of the years in the three-year period ended December 31, 1996, which report appears in the December 31, 1996 annual report on Form 10-K of State of the Art, Inc. KPMG Peat Marwick LLP Orange County, California March 28, 1997 42 EX-4.10 2 1997 EMPLOYEE STOCK PURCHASE PLAN Exhibit 4.10 STATE OF THE ART, INC. 1997 EMPLOYEE STOCK PURCHASE PLAN --------------------------------- The following constitute the provisions of the Employee Stock Purchase Plan of State of the Art, Inc. 1. Purpose. The purpose of the Plan is to provide employees of the ------- Company and its Designated Subsidiaries with an opportunity to purchase Common Stock of the Company. It is the intention of the Company to have the Plan qualify as an "Employee Stock Purchase Plan" under Section 423 of the Internal Revenue Code of 1986, as amended. The provisions of the Plan shall, accordingly, be construed so as to extend and limit participation in a manner consistent with the requirements of that section of the Code. 2. Definitions. ----------- (a) "Board" shall mean the Board of Directors of the Company. ----- (b) "Code" shall mean the Internal Revenue Code of 1986, as amended. ---- (c) "Common Stock" shall mean the Common Stock, no par value, of the ------------ Company. (d) "Company" shall mean State of the Art, Inc., a California ------- corporation. (e) "Compensation" shall mean all regular straight time gross earnings ------------ excluding payments for overtime, shift premium, incentive compensation, incentive payments, bonuses, commissions and other compensation. (f) "Continuous Status As An Employee" shall mean the absence of any -------------------------------- interruption or termination of service as an Employee. Continuous Status as an Employee shall not be considered interrupted in the case of a leave of absence agreed to in writing by the Company, provided that such leave is for a period of not more than 90 days or reemployment upon the expiration of such leave is guaranteed by contract or statute. (g) "Contributions" shall mean all amounts credited to the account of ------------- a participant pursuant to the Plan. (h) "Designated Subsidiaries" shall mean the Subsidiaries which have ----------------------- been designated by the Board from time to time in its sole discretion as eligible to participate in the Plan. (i) "Employee" shall mean any person, including an officer, who is -------- customarily employed for at least twenty (20) hours per week and more than five (5) months in a calendar year by the Company or one of its Designated Subsidiaries. (j) "Exchange Act" shall mean the Securities Exchange Act of 1934, as ------------ amended. 1 (k) "Exercise Date" shall mean the last day of each Offering Period of ------------- the Plan. (l) "Offering Date" shall mean the first business day of each Offering ------------- Period of the Plan, except that in the case of an individual who becomes an eligible Employee after the first business day of an Offering Period but prior to the first business day of the last calendar quarter of such Offering Period, the term "Offering Date" shall mean the first business day of the calendar quarter coinciding with or next succeeding the day on which that individual becomes an eligible Employee. Options granted after the first business day of an Offering Period will be subject to the same terms as the options granted on the first business day of such Offering Period except that such options will have a different grant date (and thus, potentially, a different exercise price) and, because they expire at the same time as the options granted on the first business day of such Offering Period, a shorter term. (m) "Offering Period" shall mean a specific period of twelve (12) --------------- months. (n) "Plan" shall mean this Employee Stock Purchase Plan. ---- (o) "Subsidiary" shall mean a corporation, domestic or foreign, of ---------- which not less than 50% of the voting shares are held by the Company or a Subsidiary, whether or not such corporation now exists or is hereafter organized or acquired by the Company or a Subsidiary. 3. Eligibility. ----------- (a) Any person who has been continuously employed as an Employee for three (3) months as of the Offering Date of a given Offering Period shall be eligible to participate in such Offering Period under the Plan, provided that such person was not eligible to participate in such Offering Period as of any prior Offering Date, and further, subject to the requirements of paragraph 5(a) of this Plan and the limitations imposed by Section 423(b) of the Code. (b) Any provisions of the Plan to the contrary notwithstanding, no Employee shall be granted an option under the Plan (i) if, immediately after the grant, such Employee (or any other person whose stock would be attributed to such Employee pursuant to Section 424(d) of the Code) would own stock and/or hold outstanding options to purchase stock possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of the Company or of any subsidiary of the Company, or (ii) which permits the Employee's rights to purchase stock under all employee stock purchase plans (described in Section 423 of the Code) of the Company and its Subsidiaries to accrue at a rate which exceeds Twenty-Five Thousand Dollars ($25,000) of fair market value of such stock (determined at the time such option is granted) for each calendar year in which such option is outstanding at any time. 4. Offering Periods. The Plan shall be implemented by a series of ---------------- Offering Periods, with a new Offering Period commencing on January 1 of each year (or at such other time or times as may be determined by the Board of Directors). The Plan shall continue until terminated in accordance with paragraph 19 hereof. The Board of Directors of the Company shall have the power to change the duration and/or the frequency of Offering Periods with 2 respect to future offerings without stockholder approval if such change is announced at least fifteen (15) days prior to the scheduled beginning of the first Offering Period to be affected. 5. Participation. ------------- (a) An eligible Employee may become a participant in the Plan by completing a subscription agreement on the form provided by the Company and filing it with the Company's Office of Human Resources prior to the applicable Offering Date, unless a later time for filing the subscription agreement is set by the Board for all eligible Employees with respect to a given offering. The subscription agreement shall set forth the percentage of the participant's Compensation (which shall be not more than 20%) to be paid as Contributions pursuant to the Plan. (b) Payroll deductions shall commence on the first payroll following the Offering Date, and shall end on the last payroll paid on or prior to the Exercise Date of the offering to which the subscription agreement is applicable, unless sooner terminated by the participant as provided in paragraph 10. 6. Method of Payment of Contributions. ---------------------------------- (a) The participant shall elect to have payroll deductions made on each payday during the Offering Period in an amount not more than twenty percent (20%) of such participant's Compensation on each such payday; provided that the aggregate of such payroll deductions during the Offering Period shall not exceed twenty percent (20%) of the participant's aggregate Compensation during said Offering Period. All payroll deductions made by a participant shall be credited to his or her account under the Plan. A participant may not make any additional payments into such account. (b) A participant may discontinue his or her participation in the Plan as provided in paragraph 10, or, on one occasion only during any Offering Period, may decrease, but may not increase, the rate of his or her Contributions during the Offering Period by completing and filing with the Company a new subscription agreement within the ten (10) day period immediately preceding the beginning of any calendar quarter during the Offering Period. The change in rate shall be effective as of the beginning of the calendar quarter following the date of filing of the new subscription agreement. (c) Notwithstanding the foregoing, to the extent necessary to comply with Section 423(b)(8) of the Code and paragraph 3(b) herein, any participant's payroll deductions may be decreased by the Company to 0%, at such time during any Offering Period which is scheduled to end during the then-current calendar year, that the aggregate of all of that Employee's payroll deductions related to this Plan accumulated with respect to such Offering Period and any other Offering Period ending within the same calendar year equal or exceed $21,250. Payroll deductions shall recommence at the rate provided in such participant's subscription agreement at the beginning of the first Offering Period which is scheduled to end in the following calendar year, unless terminated by the participant as provided in paragraph 10. 3 7. Grant of Option. --------------- (a) Effective on the Offering Date of each Offering Period, each eligible Employee participating in such Offering Period shall be granted, by the Company, an option to purchase on the Exercise Date during such Offering Period a number of shares of the Company's Common Stock determined by dividing such Employee's Contributions accumulated prior to such Exercise Date and retained in the Employee's account as of the Exercise Date by the lower of (i) eighty-five percent (85%) of the fair market value of a share of the Company's Common Stock on the Offering Date, or (ii) eighty-five percent (85%) of the fair market value of a share of the Company's Common Stock on the Exercise Date; provided however, that the maximum number of shares an Employee may purchase during each Offering Period shall be determined at the Offering Date by dividing $25,000 by the fair market value of a share of the Company's Common Stock on the Offering Date, and provided further that such purchase shall be subject to the limitations set forth in Sections 3(b) and 12 hereof. The fair market value of a share of the Company's Common Stock shall be determined as provided in Section 7(b) herein. (b) The option price per share of the shares offered in a given Offering Period shall be the lower of: (i) 85% of the fair market value of a share of the Common Stock of the Company on the Offering Date; or (ii) 85% of the e fair market value of a share of the Common Stock of the Company on the Exercise Date. The fair market value of the Company's Common Stock on a given date shall be determined by the Board in its discretion based on the closing price of the Common Stock for such date (or, in the event that the Common Stock is not traded on such date, on the immediately preceding trading date), as reported by the National Association of Securities Dealers Automated Quotation (NASDAQ) National Market System. 8. Exercise of Option. Unless a participant withdraws from the Plan as ------------------ provided in paragraph 10, that Employee's option for the purchase of shares will be exercised automatically on the Exercise Date of the Offering Period, and the maximum number of full shares subject to option will be purchased for him or her at the applicable option price with the accumulated Contributions in his or her account. the shares purchased upon exercise of an option hereunder shall be deemed to be transferred to the participant on the Exercise Date. During his lifetime, a participant's option to purchase shares hereunder is exercisable only by him or her. 9. Delivery. As promptly as practicable after the Exercise Date of -------- each Offering Period, the Company shall arrange the delivery to each participant, as appropriate, of a certificate representing the shares purchased upon exercise of his or her option. Any cash remaining to the credit of a participant's account under the Plan after a purchase by him or her or shares at the termination of each Offering Period, or which is insufficient to purchase a full share of Common Stock of the Company, shall be returned to said participant. 10. Withdrawal; Termination of Employment. ------------------------------------- (a) A participant may withdraw all (but not less than all) of the Contributions credited to his or her account under the Plan at any time prior to the Exercise Date of the Offering Period by giving written notice to the Company. All of the participant's Contributions credited to his or her account will be paid to him or her promptly after receipt of his or her notice of withdrawal, and his or her option for the current period will be automatically 4 terminated, and no further Contributions for the purchase of shares will be made during the Offering Period. (b) Upon termination of the participant's Continuous Status as an Employee prior to the Exercise Date of the Offering Period for any reason, including retirement or death, the Contributions credited to his or her account will be returned to her or her or, in the case of his or her death, to the person or persons entitled thereto under paragraph 14, and his or her option under this Plan will be automatically terminated. (c) In the event an Employee fails to remain in Continuous Status as an Employee of the Company for at least twenty (20) hours per week during the Offering Period in which the employee is a participant, he or she will be deemed to have elected to withdraw from the Plan and the Contributions credited to his or her account will be returned to him or her and his or her option under this Plan will be terminated. (d) A participant's withdrawal from an offering will not have any effect upon his or her eligibility to participate in a succeeding offering or in any similar plan w which may hereafter be adopted by the Company. 11. Interest. No interest shall accrue on the Contributions of a -------- participant in the Plan. 12. Stock. ----- (a) The maximum number of shares of the Company's Common Stock which shall be made available for sale under the Plan shall be one million shares, subject to adjustment upon changes in capitalization of the Company as provided in paragraph 18. If the total number of shares which would otherwise be subject to options granted pursuant to Section 7(a) hereof on the Offering Date of an Offering Period exceeds the number of shares then available under the Plan (after deduction of all shares for which options have been exercised or are then outstanding), the Company shall make a pro rata allocation of the shares remaining available for option grant, among all then-current participants, in as uniform a manner as shall be practicable and as it shall determine to be equitable. Any amounts remaining in an Employee's account not applied to the purchase of stock pursuant to this Section 12 shall be refunded on or promptly after the Exercise Date. In such event, the Company shall give written notice of such reduction of the number of shares subject to the option to each Employee affected thereby and shall similarly reduce the rate of Contributions, if necessary. (b) The participant will have no interest or voting right in shares covered by his or her option until such option has been exercised. (c) Shares to be delivered to a participant under the Plan will be registered in the name of the participant or in the name of the participant and his or her spouse. 13. Administration. The Board, or a committee named by the Board, shall -------------- supervise and administer the Plan and shall have full power to adopt, amend and rescind any rules deemed desirable and appropriate for the administration of the Plan and not inconsistent with the Plan, to construe and interpret the Plan, and to make all other determinations necessary or advisable for the administration of the Plan. The composition of the committee shall be in 5 accordance with the requirements to obtain or retain any available exemption from the operation of Section 16(b) of the Exchange Act, pursuant to Rule 16b-3 promulgated thereunder. 14. Designation of Beneficiary. -------------------------- (a) A participant may file a written designation of a beneficiary who is to receive any shares and cash, if any, from the participant's account under the Plan in the event of such participant's death subsequent to the end of the Offering Period but prior to delivery to him or her of such shares and cash. In addition, a participant may file a written designation of a beneficiary who is to receive any cash from the participant's account under the Plan in the event of such participant's death prior to the Exercise Date of the Offering Period. If a participant is married and the designated beneficiary is not the spouse, spousal consent shall be required for such designation to be effective. (b) Such designation of beneficiary may be changed by the participant (and his or her spouse, if any) at any time by appropriate written notice. In the event of the death of a participant and in the absence of a beneficiary validly designated under the Plan who is living at the time of such participant's death, the Company shall deliver such shares and/or cash to the executor or administrator of the estate of the participant, or if no such executor or administrator has been appointed (to the knowledge of the Company), the Company, in its discretion, may deliver such shares and/or cash to the spouse or to any one or more dependents or relatives of the participant, or if no spouse, dependent or relative is known to the Company, then to such other person as the Company may designate. 15. Transferability. Neither Contributions credited to a participant's --------------- account nor any rights with regard to the exercise of an option or to receive shares under the Plan may be assigned, transferred, pledged or otherwise disposed of in any way (other than by will, the laws of descent and distribution, or as provided in paragraph 14 hereof) by the participant. Any such attempt at assignment, transfer, pledge or other disposition shall be without effect, except that the Company may treat such act as an election to withdraw funds in accordance with paragraph 10. 16. Use of Funds. All Contributions received or held by the Company ------------ under the Plan may be used by the Company for any corporate purpose, and the Company shall not be obligated to segregate such Contributions. 17. Reports. Individual accounts will be maintained for each participant ------- in the Plan. Statements of account will be given to participating Employees promptly following the relevant Exercise Date, which statements will set forth the amounts of Contributions, the per share purchase price, the number of shares purchased and the remaining cash balance, if any. 18. Adjustments Upon Changes in Capitalization. Subject to any required ------------------------------------------ action by the stockholders of the Company, the number of shares of Common Stock covered by each option under the Plan which has not yet been exercised and the number of shares of Common Stock which have been authorized for issuance under the Plan but have not yet been placed under option (collectively, the "Reserves"), as well as the price per share of Common Stock covered by each option under the Plan which has not yet been exercised, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common 6 Stock, or any other increase or decrease in the number of shares of Common Stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been "effected without receipt of consideration." Such adjustment shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issue by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to an option. In the event of the proposed dissolution or liquidation of the Company, the then-current Offering Period will terminate immediately prior to the consummation of such proposed action, unless otherwise provided by the Board. In the event of a proposed sale of all or substantially all of the assets of the Company, or the merger of the Company with or into another corporation, each option under the Plan shall be assumed or an equivalent option shall be substituted by such successor corporation or a parent or subsidiary of such successor corporation, unless the Board determines, in the exercise of its sole discretion and in lieu of such assumption or substitution, to shorten the Offering Period then in progress by setting a new Exercise Date (the "New Exercise Date"). If the Board shortens the Offering Period then in progress in lieu of assumption or substitution in the event of a merger or sale of assets, the Board shall notify each participant in writing, at least ten (10) calendar days prior to the New Exercise Date, that the Exercise Date for his or her option has been changed to the New Exercise Date and that his or her option will be exercised automatically on the New Exercise Date, unless prior to such date he or she has withdrawn from this Plan as to that Offering Period as provided in paragraph 10. For purposes of this paragraph, an option granted under the Plan shall be deemed to be assumed if, following the sale of assets or merger, the option confers the right to purchase, for each share of option stock subject to the option immediately prior to the sale of assets or merger, the consideration (whether stock, cash or other securities or property) received in the sale of assets or merger by holders of Common Stock for each share of Common Stock held on the effective date of the transaction (and if such holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Common Stock); provided, however, that if such consideration received in the sale of assets or merger was not solely common stock of the successor corporation or its parent (as defined in Section 424(e) of the Code), the Board may, with the consent of the successor corporation and the participant, provide for the consideration to be received upon exercise of the option to be solely common stock of the successor corporation or its parent equal in fair market value to the per share consideration received by holders of Common Stock in the sale of assets or merger. The Board may, if it so determines in the exercise of its sole discretion, also make provision for adjusting the Reserves, as well as the price per share of Common Stock covered by each outstanding option, in the event that the Company effects one ore more reorganizations, recapitalizations, rights offerings or other increases or reductions of shares of its outstanding Common Stock, and in the event of the Company being consolidated with or merged into any other corporation. 19. Amendment or Termination. The Board of Directors of the Company may ------------------------ at any time terminate or amend the Plan. Except as provided in paragraph 18, no such termination may affect options previously granted, nor may an amendment make any change in any option theretofore granted which adversely affects the right of any participant. In addition, to the extent necessary to comply with Rule 16b-3 under the Exchange Act, or under Section 423 of the Code 7 (or any successor rule or provision or any applicable law or regulation), the Company shall obtain stockholder approval in such a manner and to such a degree as so required. 20. Notices. All notices or other communications by a participant to the ------- Company under or in connection with the Plan shall be deemed to have been duly given when received in the form specified by the Company at the location, or by the person, designated by the Company for the receipt thereof. 21. Conditions Upon Issuance of Shares. Shares shall not be issued with ---------------------------------- respect to an option unless the exercise of such option and the issuance and delivery of such shares pursuant thereto shall comply with all applicable provisions of law, domestic or foreign, including, without limitation, the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the shares may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance. As a condition to the exercise of an option, the Company may require the person exercising such option to represent and warrant at the time of any such exercise that the shares are being purchased only for investment and without any present intention to sell or distribute such shares if, in the opinion of counsel for the Company, such a representation is required by any of the aforementioned applicable provisions of law. 22. Term of Plan. The Plan became effective July 1, 1997, and shall ------------ continue in effect for a term of twenty (20) years, unless sooner terminated under paragraph 19. 23. Additional Restrictions of rule 16b-3. The terms and conditions of ------------------------------------- options granted hereunder to, and the purchase of shares by, persons subject to Section 16 of the Exchange Act shall comply with the applicable provisions of Rule 16b-3. This Plan shall be deemed to contain, and such options shall contain, and the shares issued upon exercise thereof shall be subject to, such additional conditions and restrictions as may be required by Rule 16b-3 to qualify for the maximum exemption from Section 16 of the Exchange Act with respect to Plan transactions. 24. Severability. With respect to persons subject to Section 16 of the ------------ Exchange Act, transactions under this Plan are intended to comply with all applicable conditions of Rule 16b-3 or its successors under the Exchange Act. To the extent any provision of the Plan or any action by the administrator of the Plan fails to so comply, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the administrator of the Plan. 8 EX-4.11 3 1997 EMPLOYEE STOCK PURCHASE PLAN SUB. AGREEMENT EXHIBIT 4.11 New Election _____ Change of Election _____ STATE OF THE ART, INC. 1997 EMPLOYEE STOCK PURCHASE PLAN SUBSCRIPTION AGREEMENT 1. I, ____________________, hereby elect to participate in the State of the Art, Inc., 1997 Employee Stock Purchase Plan (the "Plan") for the Offering Period ___________________, 19_____ , to _______________________, 19____, and subscribe to purchase shares of the Company's Common Stock in accordance with this Subscription Agreement and the Plan. 2. I elect to have Contributions in the amount of _____% of my Compensation, as those terms are defined in the Plan, applied to this purchase. I understand that his amount must not be more than 20% of my Compensation during the Offering Period. (Please note that no fractional percentages are permitted.) 3. I hereby authorize payroll deductions from each paycheck during the Offering Period at the rate stated in Item 2 of this Subscription Agreement. I understand that all payroll deductions made by me shall be credited to my account under the Plan and that I may not make any additional payments into such account. I understand that all payments made by me shall be accumulated for the purchase of shares of Common Stock at the applicable purchase price determined in accordance with the Plan. I further understand that, except as otherwise set forth in the Plan, shares will be purchased for me automatically on the Exercise Date of the Offering Period unless I otherwise withdraw from the Plan by giving written notice to the Company for such purpose. 4. I understand that I may discontinue at any time prior to the Exercise Date my participation in the Plan as provided in paragraph 10 of the Plan. I also understand that on one occasion only during the Offering Period I may increase or decrease the rate of my Contributions during the Offering Period by completing and filing with the Company a new Subscription Agreement. The change in rate shall be effective as of the beginning of the calendar quarter following the date of filing of the new Subscription Agreement. 5. I have received a copy of the Company's most recent description of the Plan and a copy of the complete "State of the Art, Inc., 1997 Employee Stock Purchase Plan." I understand that my participation in the Plan is in all respects subject to the terms of the Plan. 6. Shares purchased for me under the Plan should be issued in the name(s) of (name of employee or employee and spouse only): ------------------------------ ------------------------------ 9 7. In the event of my death, I hereby designate the following as my beneficiary(ies) to receive all payments and shares due to me under the Plan: NAME: (Please print) ------------------------------------------- (First) (Middle) (Last) - ---------------------- ------------------------------------------- (Relationship) (Address) ------------------------------------------- 8. I understand that if I dispose of any shares received by me pursuant to the Plan within 2 years after the Offering Date (the first day of the Offering Period during which I purchased such shares) or within 1 year after the date of the end of the Offering Period, I will be treated for federal income tax purposes as having received ordinary compensation income at the time of such disposition in an amount equal to the excess of the fair market value of the shares at the time such shares were transferred to me over the price which I paid for the shares, regardless of whether I disposed of the shares at a price less than their fair market value at transfer. The remainder of the gain or loss, if any, recognized on such disposition will be treated as capital gain or loss. I hereby agree to notify the Company in writing within 30 days after -------------------------------------------------------------------- the date of any such disposition, and I will make adequate provision for - ------------------------------------------------------------------------ federal, state or other tax withholding obligations, if any, which arise upon - ----------------------------------------------------------------------------- the disposition of the Common Stock. The Company may, but will not be obligated - ----------------------------------- to, withhold from my compensation the amount necessary to meet any applicable withholding obligation including any withholding necessary to make available to the Company any tax deductions or benefits attributable to the sale or early disposition of Common Stock by me. 9. If I dispose of such shares at any time after expiration of the 2-year and 1-year holding periods, I understand that I will be treated for federal income tax purposes as having received compensation income only to the extent of an amount equal to the lesser of (1) the excess of the fair market value of the ------ shares at the time of such disposition over the purchase price which I paid for the shares under the option, or (2) 15% of the fair market value of the shares on the Offering Date. The remainder of the gain or loss, if any, recognized on such disposition will be treated as capital gain or loss. I understand that this tax summary is only a summary and is subject to ---------------------------------------------------------------------- change. - ------ 10. I hereby agree to be bound by the terms of the Plan. The effectiveness of this Subscription Agreement is dependent upon my eligibility to participate in the Plan. [SIGNATURE PAGE FOLLOWS] 10 SIGNATURE: ------------------------------- SOCIAL SECURITY #: ------------------------ DATE: ------------------------------------- SPOUSE'S SIGNATURE (necessary if beneficiary is not spouse): - --------------------------------------------- (Signature) - --------------------------------------------- (Print name) 11 EX-4.12 4 1997 EMPLOYEE STOCK PURCHASE PLAN NOTICE OF WITHDRAWAL EXHIBIT 4.12 STATE OF THE ART, INC. ---------------------- 1997 EMPLOYEE STOCK PURCHASE PLAN NOTICE OF WITHDRAWAL I, ________________________________, hereby elect to withdraw my participation in the State of the Art, Inc., 1997 Employee Stock Purchase Plan (the "Plan") for the Offering Period beginning ________________________. This withdrawal covers all Contributions credited to my account and is effective on the date designated below. I understand that all Contributions credited to my account will be paid to me within ten (10) business days of receipt by the Company of this Notice of Withdrawal and that my option for the current period will automatically terminate, and that no further Contributions for the purchase of shares can be made by me during the Offering Period. The undersigned further understands and agrees that he or she shall be eligible to participate in succeeding offering periods only by delivering to the Company a new Subscription Agreement. If the undersigned is an officer or director of State of the Art, Inc. or other person subject to Section 16 of the Securities Exchange Act of 1934, the undersigned further understands that under rules promulgated by the U.S. Securities and Exchange Commission he or she may not re-enroll in the Plan for a period of six (6) months after withdrawal. Dated: ------------------ ------------------------------------ Signature of Employee ------------------------------------ Social Security Number 12 EX-27 5 ARTICLE 5 OF REGULATION S-X
5 1,000 YEAR DEC-31-1996 JAN-01-1996 DEC-31-1996 22,029 15,064 5,407 116 1,494 45,367 12,012 6,678 52,331 5,075 0 0 0 18,330 28,628 52,331 46,928 52,046 10,107 10,377 0 55 0 4,298 1,406 2,892 0 0 0 2,892 .25 0
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