================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 13
---
OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
TRANSITION REPORT PURSUANT TO SECTION 13
----
OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended July 31, 2003
Commission File Number 0-20008
FORGENT NETWORKS, INC.
(f.k.a. VTEL Corporation)
(Exact name of registrant as specified in its charter)
Delaware 74-2415696
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
108 Wild Basin Road
Austin, Texas 78746
(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code: (512) 437-2700
Securities registered pursuant to Section of the Act:
None
Securities registered pursuant to Section of the Act:
Common Stock
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 whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes No X
--- ---
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 statements
incorporated by reference in Part III of this Form 10-K/A or any amendment to
this Form 10-K/A. ( ).
The aggregate market value of Common Stock held by nonaffiliates of the
registrant as of January 31, 2003 was $30,749,744. For purposes of this
computation, all officers, directors and 5% beneficial owners of the registrant
are deemed to be affiliates. Such determination should not be deemed an
admission that such officers, directors and beneficial owners are, in fact,
affiliates of the registrant.
As of October 21, 2003, there were 24,637,547 shares of the
registrant's Common Stock, $0.01 par value, issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None
Forgent Networks, Inc., a Delaware corporation (the "Company"), hereby
amends, as set forth herein, the Company's Annual Report on Form 10-K filed with
the Securities and Exchange Commission on October 29, 2003 (the "Company Form
10-K"). The item numbers and responses thereto are in accordance with the
requirements of Form 10-K. All capitalized terms used and not otherwise defined
herein shall have the meaning specified in the Company Form 10-K.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The Company's Board of Directors consists currently of six directors.
Directors are elected for one-year terms and serve until their successors are
elected and qualified. All of the executive officers of the Company are
full-time employees of the Company. Executive officers of the Company are
appointed for a one-year term and serve until their respective successors have
been selected and qualified; provided, however, such officers are subject to
removal at any time by the affirmative vote of a majority of the Board of
Directors.
See Item 1 of the Company Form 10-K for a description of the executive
officers of the Company.
The following is a description of the principal occupations and other
employment during the past five years and their directorships in certain
companies of the directors of the Company. This information is as reported by
the respective directors.
Richard N. Snyder, age 59, has served as a director of the Company since
December 1997 and was elected chairman of the board in March 2000. In June 2001,
Mr. Snyder was elected as president and chief executive officer of the Company.
From September 1997 until assuming the positions of president and chief
executive officer of the Company, Mr. Snyder served as founder and chief
executive officer of Corum Cove Consulting, LLC, a consulting firm specializing
in providing strategic guidance to high technology businesses. From 1996 until
1997, Mr. Snyder was the senior vice president of World Wide Sales, Marketing,
Service and Support of Compaq Computer Corp., a worldwide computer company. From
1995 until 1996, Mr. Snyder was the senior vice president and general manager of
Dell Americas, a computer manufacturer and marketer. Prior to 1995, Mr. Snyder
served as group general manager of the Deskjet Products Group of Hewlett
Packard. He also serves as a director of Symmetricom, Inc., based in San Jose,
California.
Kathleen A. Cote, age 54, has served as a director of the Company since
December 1999. From May, 2001 through June, 2003, she was chief executive
officer of Worldport Communications, Inc., a provider of internet managed
services to the European market. In January 1998, Ms. Cote founded Seagrass
Partners, a provider of expertise in business planning and strategic
development, and served as its president until May, 2001. From November 1996 to
January 1998, Ms. Cote served as chief executive officer of Computervision
Corporation, an international provider of software for data management and
product development software and services. From November 1986 to November 1996,
she held various senior management positions with Computervision Corporation. In
January 1998, Computervision Corporation was acquired by Parametric Technology
Corporation. Ms. Cote is also a director of Radview Corporation and Western
Digital Corporation.
James H. Wells, age 57, has served as a director of the Company since
December 1999. He currently consults with early stage internet start-up
companies. Mr. Wells was the senior vice president of marketing and business
development of Dazel, a Hewlett Packard enterprise software company, from
January 1999 through February 2000. From April 1995 to March 1998, Mr. Wells
served as vice president of sales and was a founding officer in the internet
streaming company, RealNetworks, Inc.
Lou Mazzucchelli, age 47, has served as a director of the Company since
February 2002. He is currently a venture partner at Ridgewood Capital, a venture
capital firm focusing its investments in the information technology industry.
Prior to joining Ridgewood Capital in 2001, Mr. Mazzucchelli was an investment
banker at Gerard Klauer Mattison in New York, which he joined in 1996 as their
PC and digital media technology analyst. Previously, Mr. Mazzucchelli spent 13
years leading Cadre Technologies, a pioneering computer-aided software
engineering tools company that he founded in 1982 and grew to become one of the
top 50 U.S. independent software vendors before its sale in 1986.
2
Richard J. Agnich, age 60, has served as a director of the Company since
March 2003. He is currently an advisor to technology start-ups, is a trustee of
Austin College and chair of the Entrepreneurs Foundation of North Texas. Mr.
Agnich is also currently serving as a director of ST Assembly Test Services,
Ltd. (STTS, NASDAQ), a leading semiconductor test and assembly service provider
headquartered in Singapore. Prior to his retirement in 2000, Mr. Agnich served
as Senior Vice President, General Counsel and Secretary and various other
positions at Texas Instruments Incorporated since 1973.
Rajko Milovanovic, age 50, has served as a director of the Company since
March 2003. He is currently working with Rajko Associates, a company that
provides consulting services on corporate strategy. From 2001 to 2002, Mr.
Milovanovic served as the President of Communications Services, a service line
of the Operations Solutions business of EDS, Inc. Prior to joining
Communications Services, Mr. Milovanovic was a business manager and manager of
software strategy at Texas Instruments from 1999 to 2001. From 1996 to 1999, Mr.
Milovanovic served as a branch manager and then Chief Operating Officer of
Deutsche Telekom Alliance, a strategic alliance between Texas Instruments
Incorporated and Deutsche Telekom.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's officers, directors, and persons who beneficially own more than
10% of the Company's common stock ("10% Stockholders"), to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
and NASDAQ. Such officers, directors and 10% Stockholders are also required by
SEC rules to furnish us with copies of all Section 16(a) forms that they file.
Based solely upon information provided to us by individual officers, directors
and 10% Stockholders, we believe that all of these filing requirements were
satisfied by the Company's officers, directors, and 10% Stockholders, except as
described below:
o In September 2002, Ken Kalinoski, the Company's Chief Technology
Officer, purchased 20,000 shares of Forgent common stock on the open
market. The Form 4 reporting of these purchases was filed late.
o On October 17, 2002, each of the executive officers of Forgent,
Messrs. Snyder, Peterson, Kalinoski, and Caccamisi were awarded
options as show in the table "Option/SAR Grants in Last Fiscal Year."
The Form 4 reporting of these purchases was late.
POLICIES ON BUSINESS ETHICS AND CONDUCT
As of the date of this report, the Company has not adopted a code of ethics
that applies to the Company's principal executive officer, principal financial
officer, principal accounting officer or controller, or persons performing
similar functions. The Company, along with legal counsel, is currently in the
process of developing a code of ethics for the above mentioned officers of the
Company. Once the Company has adopted a code of ethics, the Company will publish
the code of ethics on its website and , as required, disclose in its next annual
report the address of the internet website.
AUDIT COMMITTEE FINANCIAL EXPERT
Ms. Kathleen A. Cote is the Chairperson of the Company's Audit Committee.
The board of directors has determined that Ms. Cote has the qualifications and
experience necessary to serve as an "audit committee financial expert," as
defined by the Securities and Exchange Commission.
ITEM 11. EXECUTIVE COMPENSATION
The following table summarizes certain information regarding compensation
paid or accrued during each of the Company's last three fiscal years to the
Company's chief executive officer and each of the Company's other four most
highly compensated executive officers, also referred to as the named executive
officers:
3
Summary Compensation Table
Long-Term Compensation
Awards(1)
Annual Compensation -----------------------
------------------------------------- Restricted Securities
Period Bonus and Other Annual Stock Underlying All Other
Name and Principal Ended Commissions Compensation Awards Options/SARs Compensation
Position July 31 Salary($) ($) ($)(1) ($) (#) ($)(2)
------------------------ -------- ---------- ----------- ------------ ---------- ------------ -------------
Richard N. Snyder...... 2003 300,000 83,420(3) -0- -0- 186,335 3,808
Chief Executive Officer 2002 300,833 176,552 -0- -0- 250,000 3,316
and President 2001 98,333(4) 32,100 -0- -0- 250,000 824
Jay C. Peterson........ 2003 185,000 22,735(3) -0- -0- 114,906 1,285
Chief Financial 2002 179,860 51,956 -0- 19,500 125,599 1,054
Officer, and Vice 2001 165,259 59,040 -0- -0- 40,000 745
President, Finance
Kenneth Kalinoski...... 2003 220,000 23,159(3) -0- -0- 68,323 1,302
Chief Technology 2002 213,333 62,867 -0- 19,500 95,000 1,105
Officer and Vice 2001 85,185(4) 34,881 -0- -0- 200,000 11,630
President, Development
Harry R. Caccamisi..... 2003 161,250(4) 19,035(3) -0- -0- 311,802 1,332
Senior Vice President, 2002 N/A N/A N/A N/A N/A N/A
Sales 2001 N/A N/A N/A N/A N/A N/A
Dennis Egan (5)........ 2003 155,833(4) 173,038(3) -0- -0- -0- 1,344
Former Vice President 2002 175,149 47,412 -0- -0- 25,000 1,454
Services 2001 178,549 82,508 -0- -0- 15,000 1,172
_________
(1) Includes perquisites and other personal benefits if value is greater than
the lesser of $50,000 or 10% of reported salary and bonus.
(2) Represents the dollar value of any insurance premiums paid by the Company
during the covered fiscal year with respect to term life insurance and long
term disability insurance for the benefit of the chief executive officer or
the named executive officers.
(3) Includes tax preparation allowances ranging between $2,800 and $3,600 per
executive.
(4) Represents a partial year of compensation.
(5) On July 3, 2003, the services division of the Company was sold. Mr. Egan's
employment was terminated effective July 2, 2003. He was paid $170,000
pursuant to the change-in-control agreement discussed below in the section
titled "Employment Contracts; Termination of Employment and Change in
Control Agreements."
Stock Option Grants During Fiscal 2003
The following table sets forth information with respect to grants of stock
options to purchase common stock pursuant to the Company's equity plans to the
Company's chief executive officer and the named executive officers reflected in
the Summary Compensation Table above. No stock appreciation rights (SARs) were
granted during fiscal 2003 and none were outstanding as of July 31, 2003.
4
Option/SAR Grants in Last Fiscal Year
Potential Realizable Value of Assumed
Annual Rates of Stock Price Appreciation
Individual Grants for Option Term(1)
--------------------------------------------------- ----------------------------------------
Number of % of Total
Securities Options/SARs
Underlying Granted to Exercise or
Options/SARs Employees in Base Expiration
Name Granted(#) Fiscal Year Price($/Sh) Date 0%($) 5%($) 10%($)
------------------------ ------------ ------------ ----------- ---------- -------- -------- ---------
Richard N. Snyder....... 186,335 10.35 1.61 10/17/2012 -0- 188,668 478,122
Jay C. Peterson......... 114,906 6.38 1.61 10/17/2012 -0- 116,345 294,840
Kenneth Kalinoski....... 68,323 3.80 1.61 10/17/2012 -0- 69,178 175,311
Harry R. Caccamisi...... 200,000 11.11 3.90 09/09/2012 -0- 490,538 1,243,119
111,802 6.21 1.61 10/17/2012 -0- 113,202 286,876
Dennis Egan............. -0- -0- -0- N/A -0- -0- -0-
All employee options.... 1,825,071 100 1.972(2) N/A N/A 2,263,774 5,735,943
All stockholders(3)..... N/A N/A N/A N/A N/A 30,493,551 77,276,645
Optionee gains as % of all
stockholder gains..... N/A N/A N/A N/A N/A 7.42% 7.42%
__________
(1) The dollar amounts under these columns represent the potential realizable
value of each grant of options assuming that the market price of the
Company's common stock appreciates in value from the date of grant at the
five percent and ten percent annual rates compounded over the ten year term
of the option as prescribed by the Securities and Exchange Commission and
therefore are not intended to forecast possible future appreciation, if any,
of the price of the Company's common stock.
(2) Weighted average grant price of all stock options granted to employees in
fiscal 2003.
(3) Appreciation for all stockholders is calculated using the average exercise
price for all employee optionees of $1.972 granted during fiscal 2003 and
using the number of shares of the Company's common stock outstanding on July
31, 2003 of 24,588,000.
Aggregated Stock Option/SAR Exercises During Fiscal 2003 and Stock Option/SAR
Values as of July 31, 2003
The following table sets forth information with respect to the Company's
chief executive officer and the named executive officers concerning the exercise
of options during fiscal 2003 and unexercised options held as of July 31, 2003:
Aggregate Option/SAR Exercises in Last Fiscal Year
and FY-End Option/SAR Values(1)
Number of Securities
Underlying Unexercised Value of Unexercised
Options/ SARs at In-the-Money Options/ SARs
Shares Fiscal Year End(#) at Fiscal Year End($)
Acquired on Value -------------------- ---------------------
Name Exercise(#) Realized($) Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ----------- ----------- ------------- ----------- -------------
Richard N. Snyder -0- -0- 325,091 129,842 96,436 194,333
*Jay C. Peterson. -0- -0- 123,768 184,562 77,077 169,691
Kenneth Kalinoski 18,276 23,014 186,664 158,383 290,353 146,217
Harry R. Caccamisi -0- -0- 56,620 255,182 22,281 144,304
Dennis Egan...... -0- -0- -0- -0- -0- -0-
5
__________
(1) All options held by the Company's chief executive officer and the named
executive officers were granted under the Company's 1989 Stock Option Plan
or the Company's 1996 Stock Option Plan. All options granted under the 1989
Stock Option Plan and the 1996 Stock Option Plan are immediately
exercisable. However, the Company can repurchase shares issued upon exercise
of those options, at the exercise price, to the extent of the number of
shares that have not vested if the optionee's employment terminates before
all of the optionee's option shares become vested. The amounts under the
headings entitled "Exercisable" reflect vested options as of July 31, 2003
and the amounts under the headings entitled "Unexercisable" reflect option
shares that have not vested as of July 31, 2003.
Compensation Committee Interlocks and Insider Participation
No member of the Compensation Committee is or has been an officer or
employee of the Company or any of the Company's subsidiaries or had any
relationship requiring disclosure pursuant to Item 404 of Securities and
Exchange Commission Regulation S-K (Certain Relationships and Related
Transactions).
Director Compensation
During fiscal 2003, each non-employee director was paid a retainer of $3,000
for each quarter. Additionally, each non-employee director was paid $1,000 for
the regularly scheduled and special meetings of the board of directors he or she
attended and $250 for participation in each telephonic meeting not considered an
official board of directors' meeting. Total director fees earned in fiscal 2003
were $ 71,400.
All non-employee directors participate in the Company's 1992 Director Stock
Option Plan. Non-employee directors receive, upon their initial election or
appointment to the board of directors, stock options to purchase 25,000 shares
of the Company's common stock, having an exercise price equal to the market
price of the Company's common stock on the date of grant. Thereafter, each
non-employee director will receive options to purchase 10,000 shares of the
Company's common stock on the anniversary date of his or her election or
appointment to the board of directors. All of these options vest in equal
amounts monthly over a three-year period but cease vesting at the time the
director ceases to be a director.
The compensation of the employee directors is discussed at "Executive
Compensation" above.
Employment Contracts; Termination of Employment and Change in Control Agreements
The Company has not entered into any employment agreements with members of
its senior management. However, the Company has entered into change-in-control
agreements, also called parachute agreements, with members of its senior
management, which provide that if the officer is terminated within a specified
amount of time after a "change in control" of the Company (as that term is
defined in the parachute agreements), in any of the following ways:
o by the Company other than for cause, the officer's death, retirement
or disability, or
o by the officer for "good reason,"
the Company will pay to the officer an amount one times his or her current
year's salary and will accelerate the vesting schedule of his or her unvested
stock options.
6
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Stock Ownership of Certain Beneficial Owners and Management
The Company has only one outstanding class of equity securities, its common
stock, par value $.01 per share. The following table sets forth certain
information with respect to beneficial ownership of the Company's common stock
as of November 15, 2003 by:
o each person who is known by the Company to beneficially own more than
five percent of the Company's common stock;
o each of the Company's directors at that date and the named executive
officers; and
o all directors and officers as a group.
Shares Beneficially
Owned(1)(2)
-------------------
Name and Address of Beneficial Owner Number Percent
------------------------------------ ------ -------
Corbin & Company.................................. 1,895,925(3) 7.7%
University Drive, Suite 500
Fort Worth, TX 76109
Dimensional Fund Advisors Inc..................... 1,569,988 6.37%
1299 Ocean Avenue
Santa Monica, CA 90401
Richard N. Snyder................................. 943,655(4) 3.76%
Kathleen A. Cote.................................. 39,333(5) *
James H. Wells.................................... 60,333(6) *
Lou Mazzucchelli.................................. 18,749(7) *
Richard J. Agnich................................. 6,250(8) *
Rajko Milovanovic................................. 6,250(9) *
Jay C. Peterson................................... 282,982(10) 1.14%
Kenneth Kalinoski................................. 568,669(11) 2.28%
Harry R. Caccamisi................................ 329,256(12) 1.32%
Dennis M. Egan.................................... 122,846(13) *
All directors and officers as a group
(10 persons)(4)(5)(6)(7)(8)(9)(10)(11)(12)(13).... 2,378,323(14) 9.07%
__________
* Indicates ownership of less than 1% of the Company's common stock
(1) Beneficial ownership as reported in the above table has been determined
in accordance with Rule 13d-3 under the Securities Exchange Act of 1934,
as amended. The persons and entities named in the table have sole voting
and investment power with respect to all shares shown as beneficially
owned by them, except as noted below. Amounts shown include shares of
the Company's common stock issuable upon exercise of certain outstanding
options within 60 days after November 15, 2003.
(2) Except for the percentages of certain parties that are based on
presently exercisable options which are indicated in the following
footnotes to the table, the percentages indicated are based on
24,638,047 shares of the Company's common stock issued and outstanding
on November 15, 2003. In the case of parties holding presently
exercisable options, the percentage ownership is calculated on the
assumption that the shares presently held or purchasable within the next
60 days underlying such options are outstanding.
(3) David A. Corbin, the Chairman, President and Chief Executive Officer of
Corbin & Company, has the shared power to vote and dispose of all shares
held by Corbin & Company.
7
(4) Consists of 488,722 shares held by Mr. Snyder directly and 454,933
shares (128,105 of which are subject to repurchase at January 14, 2004
by the Company at the optionee's exercise prices pursuant to the option
agreements) which Mr. Snyder may acquire upon the exercise of options
within 60 days after November 15, 2003.
(5) Consists of 11,000 shares held by Ms. Cote directly and 28,333 shares
which Ms. Cote may acquire upon the exercise of options within 60 days
after November 15, 2003.
(6) Consists of 32,000 shares held by Mr. Wells directly and 28,333 shares
which Mr. Wells may acquire upon the exercise of options within 60 days
after November 15, 2003.
(7) Consists of 18,749 shares which Mr. Mazzucchelli may acquire upon the
exercise of options within 60 days after November 15, 2003.
(8) Consists of 6,250 shares which Mr. Agnich may acquire upon the exercise
of options within 60 days after November 15, 2003.
(9) Consists of 6,250 shares which Mr. Milovanovic may acquire upon the
exercise of options within 60 days after November 15, 2003.
(10)Consists of 22,115 shares held by Mr. Peterson directly and 260,867
shares (165,678 of which are subject to repurchase at January 14, 2004
by the Company at the optionee's exercise prices pursuant to the option
agreements) which Mr. Peterson may acquire upon the exercise of options
within 60 days after November 15, 2003.
(11)Consists of 223,622 shares held by Mr. Kalinoski directly and 345,047
shares (138,695 of which are subject to repurchase at January 14, 2004
by the Company at the optionee's exercise prices pursuant to the option
agreements) which Mr. Kalinoski may acquire upon the exercise of options
within 60 days after November 15, 2003.
(12)Consists of 17,454 shares held by Mr. Caccamisi directly and 311,802
shares (230,183 of which are subject to repurchase at January 14, 2004
by the Company at the optionee's exercise prices pursuant to the option
agreements) which Mr. Caccamisi may acquire upon the exercise of options
within 60 days after November 15, 2003.
(13)Consists of 122,846 shares which Mr. Egan may acquire upon the exercise
of options before August 31, 2004. Mr. Egan had vested in 122,846 shares
of the Company's stock at the date of his termination. His last date to
exercise his previously vested was extended to August 31, 2004, upon his
termination from employment.
(14)All options held by the Company's chief executive officer and the named
executive officers were granted under the 1989 Stock Option Plan or the
1996 Stock Option Plan. Pursuant to these stock option plans, all
options granted thereunder are immediately exercisable, however, shares
issued upon exercise are subject to repurchase by the Company, at the
exercise price, to the extent of the number of shares that have not
vested in the event that the optionees' employment terminates prior to
all such optionees' options becoming vested. Richard J. Agnich and Rajko
Milovanovic became directors on March 25, 2003
8
Equity Compensation Plan Information
The following table provides information as of November 15, 2003 with
respect to the shares of the Company's common stock that may be issued under the
Company's existing equity compensation plans.
A B C
--------------------------------------------------------------------------------------
Number of Securities Remaining
Available for Future Issuance
Number of Securities to be Weighted Average Under Equity Compensation
Issued upon Exercise of Exercise Price of Plans (Excluding Securities
Plan Category Outstanding Options Outstanding Options Reflected in Column A)
- ----------------------------------------------------------------------------------------------------------------------
Equity Compensation Plans
Approved by Shareholders(1) 4,179,616(3) $ 2.677 1,583,093(4)
Equity Compensation Plans
Not Appproved by
Shareholders(2) -0- $ N/A -0-
------------- --------- -------------
Total 4,179,616 $ 2.677 1,583,093
------------- --------- -------------
(1) Consists of the 1989 Stock Option Plan, the 1992 Director Stock Option
Plan, the 1996 Stock Option Plan, the Restricted Stock Plan and the Employee
Stock Purchase Plan.
(2) All of the Company's equity compensation plans have been previously
approved by the Company's shareholders.
(3) Excludes purchase rights accruing under the Company's Restricted Stock
Plan and Employee Stock Purchase Plan which have a combined shareholder approved
reserve of 986,398 shares. Under the Employee Stock Purchase Plan, each eligible
employee may purchase up to 2,500 shares per quarter (but in no case can the
participant contribute more than 15% of base pay) of common stock at quarterly
intervals on the last day of the calendar quarter (i.e. March, June, September,
and December) each year at a purchase price per share equal to 85% of the lower
of (i) the average selling price per share of common stock on the first day of
the quarter or (ii) the average selling price per share on the quarterly
purchase date.
(4) Includes shares available for future issuance under the Employee Stock
Purchase Purchase Plan and the Restricted Stock Plan. As of November 15, 2003,
191,948 shares of common stock were available for issuance under the Employee
Stock Purchase Plan and 794,450 shares of common stock were available for
issuance under the Restricted Stock Plan.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSATIONS
Certain Transactions
Officer and Director Stock Loan Program
As of July 31, 2003, under the Company's Officer and Director Stock Loan
Program, the aggregate principal amount of stock loans outstanding was $59,405,
consisting entirely of a loan outstanding to Richard N. Snyder. This amount also
represented the largest amount of indebtedness outstanding during fiscal 2003.
As of October 31, 2003, the amount outstanding under this loan was $63,935.
9
No new loans are allowed to be made under this program. This program had
previously allowed the directors and officers to acquire shares of the Company's
common stock with the proceeds of the loans. The interest rate charged on this
loan is fixed at 6.09%. The term of the loan is nine years.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Fees
Audit Fees
The Company paid fees in the amount of $339,500 for professional audit
services rendered by Ernst & Young LLP for the audit of the Company's annual
financial statements and the reviews of the financial statements included in the
Companys 10-Qs, for the fiscal year ended July 31, 2003. The services included
work generally only the independent auditor can reasonably be expected to
provide, such as those in connection with statutory and regulatory filings.
Audit Related Fees
The Company paid fees in the amount of $25,500 for professional audit
services rendered by Ernst & Young LLP related principally to the audits of
employee benefit plans, for the fiscal year ended July 31, 2003.
Tax Fees
The Company paid $69,350 for professional tax services rendered by Ernst &
Young LLP during the fiscal year ended July 31, 2003.
Other Fees
All fees paid to Ernst & Young LLP by the Company are reported under the
fee categories listed above. There were no other fees paid during the fiscal
year ended July 31, 2003.
10
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Form 10-K/A to be
signed on its behalf by the undersigned, thereunto duly authorized.
FORGENT NETWORKS, INC.
By: /s/ JAY C. PETERSON
----------------------------
Jay C. Peterson
Chief Financial Officer
November 26, 2003
11
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------- ----------------------
31.1-- Certification pursuant to Section 302 of Sarbanes-0xley Act of
2002
31.2-- Certification pursuant to Section 302 of Sarbanes-Oxley Act of
2002
32.1-- Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2-- Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
12
Exhibit 31.1
CERTIFICATION OF PERIODIC REPORT
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, the undersigned Richard N. Snyder, Chief Executive Officer, of Forgent
Networks, Inc. (the "Company"), certify that:
1. I have reviewed the Annual Report on Form 10-K/A of the Company for the
fiscal year ended July 31, 2003 (the "Report");
2. Based on my knowledge, the Report does not contain any untrue statement
of a material fact or omit to state a material fact necessary in order
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the periods
covered by this Report;
3. Based on my knowledge, the financial statements, and other financial
information included in the Report, fairly present in all material
respects the financial condition, results of operations and cash flows
of the Company as of, and for, the periods presented in the Report;
4. The Company's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company
and we have (a) designed such disclosure controls and procedures, or
caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
Company, including its consolidated subsidiaries, is made known to us by
others within these entities, particularly during the period in which
the Report is being prepared; (b) evaluated the effectiveness of the
Company's disclosure controls and procedures and presented in the Report
our conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by the Report based on
such evaluation; and (c) disclosed in the Report any change in the
Company's internal control over financial reporting that occurred during
the Company's most recent fiscal quarter (the quarter ended July 31,
2003) that has materially affected, or is reasonably likely to
materially affect, the Company's internal control over financial
reporting; and
5. The Company's other certifying officer and I have disclosed, based on
our most recent evaluation of internal controls over financial
reporting, to the Company's auditors and to the Audit Committee of the
Board of Directors: (a) all significant deficiencies or material
weaknesses in the design or operation of internal controls over
financial reporting which are reasonably likely to adversely affect the
Company's ability to record, process, summarize and report financial
information; and (b) any fraud, whether or not material, that involves
management or other employees who have a significant role in the
Company's internal controls.
/s/ RICHARD N. SNYDER
---------------------------
Richard N. Snyder
Chief Executive Officer
November 26, 2003
Exhibit 31.2
CERTIFICATION OF PERIODIC REPORT
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, the undersigned, Jay C. Peterson, Chief Financial Officer, of Forgent
Networks, Inc. (the "Company"), certify, that:
1. I have reviewed the Annual Report on Form 10-K/A of the Company for the
fiscal year ended July 31, 2003 (the "Report");
2. Based on my knowledge, the Report does not contain any untrue statement
of a material fact or omit to state a material fact necessary in order
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the periods
covered by this Report;
3. Based on my knowledge, the financial statements, and other financial
information included in the Report, fairly present in all material
respects the financial condition, results of operations and cash flows
of the Company as of, and for, the periods presented in the Report;
4. The Company's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company
and we have (a) designed such disclosure controls and procedures, or
caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
Company, including its consolidated subsidiaries, is made known to us by
others within these entities, particularly during the period in which
the Report is being prepared; (b) evaluated the effectiveness of the
Company's disclosure controls and procedures and presented in the Report
our conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by the Report based on
such evaluation; and (c) disclosed in the Report any change in the
Company's internal control over financial reporting that occurred during
the Company's most recent fiscal quarter (the quarter ended July 31,
2003) that has materially affected, or is reasonably likely to
materially affect, the Company's internal control over financial
reporting; and
5. The Company's other certifying officer and I have disclosed, based on
our most recent evaluation of internal controls over financial
reporting, to the Company's auditors and to the Audit Committee of the
Board of Directors: (a) all significant deficiencies or material
weaknesses in the design or operation of internal controls over
financial reporting which are reasonably likely to adversely affect the
Company's ability to record, process, summarize and report financial
information; and (b) any fraud, whether or not material, that involves
management or other employees who have a significant role in the
Company's internal controls.
/s/ JAY C. PETERSON
----------------------------
Jay C. Peterson
Chief Financial Officer
November 26, 2003
Exhibit 32.1
CERTIFICATION OF PERIODIC REPORT
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, the undersigned, Richard N. Snyder, Chief Executive Officer, of Forgent
Networks, Inc. (the "Company"), does hereby certify, pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:
1. The Annual Report on Form 10-K/A of the Company for the fiscal year
ended July 31, 2003 (the "Report") fully complies with the requirements
of section 13(a) or 15(d) of the Securities Exchange Act of 1934 as
amended (15 U.S.C. 78m or 78o(d)), and
2. The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the
Company.
/s/ RICHARD N. SNYDER
-----------------------------
Richard N. Snyder
Chief Executive Officer
November 26, 2003
Exhibit 32.2
CERTIFICATION OF PERIODIC REPORT
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, the undersigned, Jay C. Peterson, Chief Financial Officer, of Forgent
Networks, Inc. (the "Company"), does hereby certify, pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:
1. The Annual Report on Form 10-K/A of the Company for the fiscal year
ended July 31, 2003 (the "Report") fully complies with the requirements
of section 13(a) or 15(d) of the Securities Exchange Act of 1934 as
amended (15 U.S.C. 78m or 78o(d)), and
2. The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the
Company.
/s/ JAY C. PETERSON
-----------------------------
Jay C. Peterson
Chief Financial Officer
November 26, 2003