10-K/A 1 a73608e10-ka.txt AMENDMENT TO FORM 10-K 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended April 7, 2001 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 0-23418 MTI TECHNOLOGY CORPORATION ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 95-3601802 ------------------------------- ------------------ (State or other jurisdiction of I.R.S. Employer incorporation or organization Identification No.) 4905 East La Palma Avenue Anaheim, California 92807 (Address of principal executive offices, zip code) Registrant's telephone number, including area code: (714) 970-0300 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value (Title of Class) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [X] NO [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] The aggregate market value of the voting stock held by non-affiliates of the Registrant was $28,037,604 on May 16, 2001, based on the closing sale price of such stock on The Nasdaq National Market. The number of shares outstanding of Registrant's Common Stock, $0.001 par value, was 32,436,108 on May 16, 2001. 1 2 MTI Technology Corporation (the "Company") hereby amends its Annual Report on Form 10-K for the year ended April 7, 2001 to include the following restated items: PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K: The following Consolidated Financial Statements of MTI and the Independent Auditors' Report are attached hereto beginning on pages F-1 and S-1. (a)(1) Consolidated Financial Statements: Independent Auditors' Report Consolidated Balance Sheets as of April 7, 2001 and April 1, 2000 Consolidated Statements of Operations for fiscal years 2001, 2000 and 1999 Consolidated Statements of Stockholders' Equity for fiscal years 2001, 2000 and 1999 Consolidated Statements of Cash Flows for fiscal years 2001, 2000 and 1999 Notes to Consolidated Financial Statements (2) The following financial statement schedule for fiscal years 2001, 2000 and 1999 is submitted herewith: Schedule II -- Valuation and Qualifying Accounts (See page 49) All other schedules are omitted because they are not applicable or the required information is shown in the Consolidated Financial Statements or notes thereto. (3) Exhibits included herewith (numbered in accordance with Item 601 of Regulation S-K): EXHIBIT NUMBER DESCRIPTION -------- ----------- 3.1 Restated Certificate of Incorporation of the Company, incorporated by reference to Exhibit 3.1 of the Company's Registration Statement on Form S-1 (No. 33-75180). 3.2 Restated Bylaws, incorporated by reference to Exhibit 10.51 of the Company's Quarterly Report on Form 10-Q for the quarterly period ended January 3, 1998. 4.1 Form of Registration Rights Agreement between the Company and certain Purchasers, and schedule of such Purchasers, incorporated by reference to Exhibit 4.1 of the Company's Registration Statement on Form S-1 (No. 33-75180). 4.2 Registration Rights Agreement among the Company, Dialogic System Corporation and NFT Ventures, Inc., dated June 15, 1992, as amended as of April 1, 1993 and as of February 11, 1994, incorporated by reference to Exhibit 4.2 of the Company's Registration Statement on Form S-1 (No. 33-75180). 2 3 4.3 Registration Rights Agreement between the Company and NFT Ventures, Inc., dated November 30, 1992, incorporated by reference to Exhibit 4.3 of the Company's Registration Statement on Form S-1 (No. 33-75180). 4.4 Registration Rights Agreement between the Company and Dialogic Systems Corporation, dated November 30, 1992, incorporated by reference to Exhibit 4.11 of the Company's Registration Statement on Form S-1 (No. 33-75180). 4.5 Specimen Stock Certificate, incorporated by reference to Exhibit 4.12 of the Company's Registration Statement on Form S-1 (No. 33-75180). 4.6 Specimen of the Amended Stock Certificate, incorporated by reference to Exhibit 4.6 of the Company's Annual Report on Form 10-K for the fiscal year ended April 7, 2001. 10.1 Triple Net Lease between the Company and Catellus Development Corporation effective December 20, 1991, incorporated by reference to Exhibit 10.2 of the Company's Registration Statement on Form S-1 (No. 33-75180). 10.2 Owner Participation Agreement between the Company, Catellus Development Corporation and Anaheim Redevelopment Agency, dated as of January 7, 1992, including exhibits, incorporated by reference to Exhibit 10.3 of the Company's Registration Statement on Form S-1 (No. 33-75180). *10.3 Form of Nonqualified Stock Option Agreement under the Stock Incentive Plan, incorporated by reference to Exhibit 10.14 of the Company's Registration Statement on Form S-1 (No. 33-75180). *10.4 Form of Indemnification Agreement, incorporated by reference to Exhibit 10.16 of the Company's Registration Statement on Form S-1 (No. 33-75180). *10.5 Micro Technology, Inc. Incentive Stock Option Plan -- 1985, incorporated by reference to Exhibit 10.20 of the Company's Registration Statement on Form S-1 (No. 33-75180). *10.6 1987 Incentive Stock Option and Nonqualified Stock Option Plan of the Company (the "1987 Stock Option Plan"), incorporated by reference to Exhibit 10.21 of the Company's Registration Statement on Form S-1 (No. 33-75180). *10.7 Form of Incentive Common Stock Option Agreement under the 1987 Stock Option Plan, incorporated by reference to Exhibit 10.22 of the Company's Registration Statement on Form S-1 (No. 33-75180). *10.8 Form of Nonqualified Common Stock Option Agreement under the 1987 Stock Option Plan, incorporated by reference to Exhibit 10.23 of the Company's Registration Statement on Form S-1 (No. 33-75180). *10.9 Stock Incentive Plan of the Company, incorporated by reference to Exhibit 10.24 of the Company's Registration Statement on Form S-1 (No. 33-75180). *10.10 1988 Stock Option Plan, as amended August 12, 1991, of SF2 Corporation, incorporated by reference to Exhibit 10.25 of the Company's Registration Statement on Form S-1 (No. 33-75180). 10.11 Form of Consultant/Employee Confidentiality Agreement, incorporated by reference to Exhibit 10.28 of the Company's Registration Statement on Form S-1 (No. 33-75180). 10.12 Lease between Oak Creek Delaware, Inc., and the Company, dated December 18, 1993, incorporated by reference to Exhibit 10.29 of the Company's Registration Statement on Form S-1 (No. 33-75180). *10.13 Form of Incentive Stock Option Agreement under the Stock Incentive Plan, incorporated by reference to Exhibit 10.30 of the Company's Registration Statement on Form S-1 (No. 33-75180). *10.14 MTI Technology Corporation 1994 Employee Stock Purchase Plan, as amended, incorporated by reference to Exhibit 10.31 of the Company's Annual Report on Form 10-K for the fiscal year ended April 2, 1994. 10.15 MTI Technology Corporation Directors' Non-Qualified Stock Option Plan, incorporated by reference to Exhibit 10.32 of the Company's Registration Statement on Form S-1 (No. 33-75180). 10.16 Asset Purchase Agreement, dated February 9, 1995, between EMC Corporation and the Registrant (confidential treatment granted pursuant to Rule 24b-2), incorporated by reference to Exhibit 10.36 of the Company's Quarterly Report on Form 10-Q for the quarterly period ended December 30, 1995. 10.17 Loan and Security Agreement between the Company and Silicon Valley Bank and General Electric Capital Corporation, as Co-Lenders, and Schedules thereto, incorporated by reference to Exhibit 10.28 of the Company's Quarterly Report on Form 10-Q for the quarterly period ended July 4, 1998. *10.18 Severance Agreement dated as of July 15, 1998, between Thomas P. Raimondi, Jr. and Registrant, incorporated by reference to Exhibit 10.30 of the Company's Annual Report on Form 10-K for the fiscal year ended quarterly period ended April 3, 1999. *10.19 Severance Agreement dated July 26, 2000, between Gary Scott and Registrant. *10.20 Severance and Release Agreement dated as of July 7, 2000, between Dale Boyd and Registrant, incorporated by reference to Exhibit 10.20 of the Company's Annual Report on Form 10-K for the fiscal year ended April 7, 2001. 3 4 *10.21 Severance and Release Agreement dated as of April 29, 2001, between Guy M. Cheney and Registrant, incorporated by reference to Exhibit 10.21 of the Company's Annual Report on Form 10-K for the fiscal year ended April 7, 2001. *10.22 Severance and Release Agreement dated as of September 20, 2000, between Daniel Brown and Registrant, incorporated by reference to Exhibit 10.22 of the Company's Annual Report on Form 10-K for the fiscal year ended April 7, 2001. *10.23 Severance Agreement dated as of July 10, 2000, between Paul W. Emery, II and Registrant, incorporated by reference to Exhibit 10.23 of the Company's Annual Report on Form 10-K for the fiscal year ended April 7, 2001. *10.24 Severance Agreement dated as of February 7, 2001, between Keith Clark and Registrant, incorporated by reference to Exhibit 10.24 of the Company's Annual Report on Form 10-K for the fiscal year ended April 7, 2001. *10.25 Severance Agreement dated as of May 30, 2001, between Dale Wight and Registrant, incorporated by reference to Exhibit 10.25 of the Company's Annual Report on Form 10-K for the fiscal year ended April 7, 2001. *10.26 Severance Agreement dated as of May 30, 2001, between Kenneth D. Simpson and Registrant, incorporated by reference to Exhibit 10.26 of the Company's Annual Report on Form 10-K for the fiscal year ended April 7, 2001. *10.27 Severance Agreement dated as of May 31, 2001, between Venki Venkatarman and Registrant, incorporated by reference to Exhibit 10.27 of the Company's Annual Report on Form 10-K for the fiscal year ended April 7, 2001. *10.28 Severance Agreement dated as of May 31, 2001, between Richard L. Ruskin and Registrant, incorporated by reference to Exhibit 10.28 of the Company's Annual Report on Form 10-K for the fiscal year ended April 7, 2001. *10.29 Amendment to the 1996 Stock Incentive Plan, incorporated by reference to Exhibit 10.29 of the Company's Quarterly Report on Form 10-Q for the quarterly period ended October 2, 1999. *10.30 MTI Technology Corporation 2001 Stock Incentive Plan, incorporated by reference to Exhibit 10.30 of the Company's Annual Report on Form 10-K for the fiscal year ended April 7, 2001. *10.31 MTI Technology Corporation 2001 Non-Employee Directors Option Program, incorporated by reference to Exhibit 10.31 of the Company's Annual Report on Form 10-K for the fiscal year ended April 7, 2001. *10.32 MTI Technology Corporation 2001 Employee Stock Purchase Plan, incorporated by reference to Exhibit 10.32 of the Company's Annual Report on Form 10-K for the fiscal year ended April 7, 2001. *10.33 Limited Waiver and Amendment to Loan Documents dated May 31, 2001, between the Company and Silicon Valley Bank and General Electric Capital Corporation, as Co-Lenders, incorporated by reference to Exhibit 10.33 of the Company's Annual Report on Form 10-K for the fiscal year ended April 7, 2001. 21 Subsidiaries of the Company, incorporated by reference to Exhibit 21 of the Company's Annual Report on Form 10-K for the fiscal year ended April 7, 2001. 23 Consent of KPMG LLP, incorporated by reference to Exhibit 23 of the Company's Annual Report on Form 10-K for the fiscal year ended April 7, 2001. 24 Power of Attorney, incorporated by reference to Exhibit 24 of the Company's Annual Report on Form 10-K for the fiscal year ended April 7, 2001. --------------- * Management or compensatory plan or arrangement. (b) Reports on Form 8-K None. 4 5 SIGNATURES Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 20th day of June 2001. MTI TECHNOLOGY CORPORATION By: /s/ Thomas P. Raimondi, Jr. --------------------------- Thomas P. Raimondi, Jr. (Vice Chairman, President and Chief Executive Officer) POWER OF ATTORNEY Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ Thomas P. Raimondi, Jr. Vice Chairman, President and Chief Executive June 20, 2001 ------------------------------------ Officer (Thomas P. Raimondi, Jr.) /s/ Dale Wight Chief Financial Officer June 20, 2001 ------------------------------------ (Principal Financial and Accounting Officer) (Dale Wight) /s/ * Chairman of the Board June 20, 2001 ------------------------------------ (Raymond J. Noorda) /s/ * Director June 20, 2001 ------------------------------------ (Val Kreidel) /s/ * Director June 20, 2001 ------------------------------------ (Al Melrose) /s/ * Director June 20, 2001 ------------------------------------ (John Repp) /s/ * Director June 20, 2001 ------------------------------------ (Ralph J. Yarro, III) /s/ * Director June 20, 2001 ------------------------------------ (Franz L. Cristiani) *By: /s/ Thomas P. Raimondi, Jr. Attorney-in-Fact June 20, 2001 ------------------------------- (Thomas P. Raimondi, Jr.)
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