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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
x |
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Fiscal Year Ended September 30, 2002
¨ |
|
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 0-21484
TARANTELLA, INC.
(Exact name of registrant as specified in its charter)
| CALIFORNIA (State or other
jurisdiction of incorporation or organization) |
|
94-2549086 (I.R.S.
Employer Identification No.) |
| 425 Encinal Street, Santa Cruz, California (Address of principal executive offices) |
|
95060 (Zip Code)
|
Registrant’s telephone number, including area code: (831)
427-7222
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Preferred Share Purchase Rights Common Stock, no par value
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 ¨
Registrant became subject to such filing requirements on May 25,
1993 as a result of its initial public offering.
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, based upon the closing sale price of the Common Stock on December 1, 2002 as
reported on the Nasdaq SmallCap Market was approximately $8,905,957. Shares of Common Stock held by each executive officer and director and by each person who owns 5% or more of the outstanding Common Stock have been excluded in that such
persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.
As of December 1, 2002, registrant had 41,028,264 shares of Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive Proxy Statement dated on or about
to be delivered to shareholders in connection with the Annual Meeting of Shareholders to be held are incorporated by reference into Part III.
Form 10-K
For the Fiscal Year Ended September 30, 2002
Table of Contents
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Page Number
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| Part I |
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6 |
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| Part II |
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50 |
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| Part III |
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50 |
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50 |
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50 |
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| Part IV |
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51 |
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55 |
Item 1. Business
This report contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934. The
forward-looking statements involve risks and uncertainties. Actual results could differ materially from those projected in the forward-looking report and those described in other reports under the Securities Exchange Act of 1934. Readers are
referred to the “Sales and Distribution,” “Customer Support and Service,” “Product Development,” “Competition,” “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” and “Risk Factors” sections contained in this Annual Report on Form 10-K, which identify some of the important factors or events that could cause actual results of performances to differ materially from those
contained in the forward-looking statements.
Background
Fiscal year 2002 was the first full year Tarantella, Inc. (Nasdaq: TTLA) (the Company), operated as a separate entity after the sale, in May 2001, of its Server Software
and Professional Services Divisions to Caldera Systems, Inc. Prior to May 2001, the Company was doing business as The Santa Cruz Operation, Inc. (SCO) (Nasdaq: SCOC).
Introduction
Tarantella, Inc., is a leading provider of
Internet infrastructure software that enables web-based access to enterprise applications from virtually any client device. Headquartered in Santa Cruz, California, Tarantella has development sites in the U.S. and UK and sales representatives in the
U.S., UK, Germany, Australia, Mexico, Canada, France, Spain and Italy. Tarantella products are sold through an integrated worldwide channel of Tarantella account executives, enterprise class distributors, value-added resellers, systems integrators
and computer manufacturers. The Company has exclusive distribution relationships in Japan and China.
The
Company’s flagship product, Tarantella Enterprise 3, has been installed in corporations and agencies worldwide, including customers such as the U.S. Department of Defense, Oracle, Bell South, Air China, Bank of America, Verizon, Publicis, Sun
Microsystems, ABN-AMRO and NASA. Tarantella Enterprise 3 software was introduced to the marketplace in 2001. Earlier client integration products, which are part of the Vision2K Suite, have been selling since the late 1990s and are still available.
Vision and Mission: Managed, Secure Access for the Enterprise
Tarantella’s vision is to become the world’s leading provider of managed, secure, web-based application access software for Global 2000 companies and government
agencies.
Corporate Strategy
Tarantella’s strategy is to focus on the application access needs of Global 2000 firms and provide them with non-invasive and non-disruptive solutions, making virtually any business application
available to their users. This is done securely through standard Internet and intranet architectures. Tarantella approaches this target market through a worldwide integrated sales motion, which includes direct sales, channel partners and strategic
alliances.
Importance of Web-based Application Access
Today’s large companies need secure and managed access to business critical systems for their employees, customers and partners, from anywhere, any time. The number of
mobile and remote workers continues to grow and more companies are consolidating, often requiring diverse computer systems to work together almost
1
immediately. Workers are dispersed around the world, needing access to data that may be thousands of miles away. Home workers and extended day workers need efficient and secure access to
corporate data wherever they are. Wireless access needs are growing at an exponential rate. The Internet has become ubiquitous and offers a cheap and reliable way for businesses to gain access to their data. This power, however, brings with it an
urgent need for high-level security and manageability.
Data Center disaster contingency plans are no longer
enough—alternative access modes for users whose offices are no longer available must also be provided. Valuable corporate information kept on desktops is at risk and companies realize that a centralized, managed approach is a far more cost
effective and secure business practice.
Today’s global enterprises are decentralized organizations, needing
remote and mobile access, flexible business continuance plans and ways to cut the high costs and risks of managing distributed desktop computers. The Tarantella Enterprise 3 software compellingly addresses all these needs.
Advantages of the Tarantella Enterprise 3 Solution
Tarantella Enterprise 3 software delivers the kind of capabilities that successful companies need in order to survive and grow in today’s fast moving and unpredictable markets. Because of the
elegant, ‘drop-in’ architecture of Tarantella Enterprise 3, there is no need to modify clients, networks, applications or the servers on which they run. Users simply access all their applications through a single, unified and familiar
web-based interface. Global resources can be opened up without increasing vulnerability, change can be managed rapidly, and complex IT infrastructures can be simplified without major disruption, expensive development or costly administration.
Tarantella software provides cost savings, improved productivity and the flexibility to accommodate rapid organizational changes.
Key software benefits are:
| |
• |
|
Server Centric and Thin Client Computing |
| |
• |
|
Return on Investments (ROI), life extension, ubiquitous access and freedom of choice |
| |
• |
|
Distributed Server Consolidation |
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• |
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Centralization of IT systems for massive cost savings |
| |
• |
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Home Working and Remote Office Connectivity |
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• |
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Tele-commuting, extended day workers, remote branch offices |
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• |
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Deliver any application instantly without re-writes |
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• |
|
Wireless mobile devices—WiFi, laptop, PDA, phone (communicator) |
| |
• |
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Web-based access for your business applications |
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• |
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Prolonged IT Asset Life |
| |
• |
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Extend the life of existing IT assets—desktops, applications, servers, etc. |
| |
• |
|
Business Continuity and Disaster Avoidance |
| |
• |
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Guarantee access, enhance reliability, always on, work from anywhere |
| |
• |
|
Corporate Data Protection |
| |
• |
|
Centralized management of intellectual property & data files |
2
Target Markets
Tarantella software is a horizontal network infrastructure solution, which may be used across all types and sizes of companies. Several target markets have, however,
emerged in which the Tarantella value proposition is particularly compelling, including large financial institutions, government agencies (federal, local, defense departments), utilities, and telecommunications.
These enterprises generally employ heterogeneous or mixed information systems architectures, are often geographically dispersed with
remote access requirements, and are under operational pressures to reduce costs and optimize their return on assets. These organizations typically depend on UNIX servers as a key part of their IT. The larger the company, the more diverse the
applications platforms, and the more widely distributed the user base is, the better fit there is for a Tarantella solution. It is the scalability and flexibility of the Tarantella solution that differentiates it from competitors who simply cannot
scale to meet the demanding heterogeneous architectures of the largest enterprises.
Portal integration continues
to be a strategic focus for the Company. The ability for portal users to securely access non web-enabled application is a strength of Tarantella. Furthermore, our vendor neutral position allows us to aggressively partner with all the major portal
providers.
Partners
Tarantella understands the need for strong industry partners to augment the Tarantella enterprise value proposition. Sun Microsystems, Inc. has become one of Tarantella’s strongest allies.
Tarantella Enterprise 3 is SunToneSM certified and the Tarantella Integration Pack for Sun ONE Portal
Server is a featured technology for Sun’s strategic Sun™ ONE initiative. Tarantella and Sun
have an agreement to jointly market Tarantella software with Sun™ ONE products to deliver legacy
applications to Sun’s customers. Sun’s Sun Ray™ appliance organization is a founding
member of the Tarantella Technology Alliance Group (TAG). Tarantella has distribution agreements with some of the largest Sun distributors in the world—GE Access in the USA, Clarity in the UK and ICOS in Italy.
Tarantella has also partnered with IBM, Computer Associates’ subsidiary iCan SP, and Plumtree. A joint marketing agreement with iCan
allows for Tarantella Enterprise 3 to be sold as part of the xSP solution set. Tarantella is a Plumtree Technology Partner. This partnership includes a comprehensive technical and marketing program that allows Tarantella to develop and promote
Tarantella Enterprise 3 software in conjunction with the Plumtree Corporate Portal. These strategic relationships—both new and ongoing—provide Tarantella additional credibility and leverage in selling to the enterprise market.
Current Products
The Company offers its flagship Tarantella Enterprise 3 software products as well as the established Vision2K Suite, as described below:
Tarantella Enterprise 3
Tarantella’s patented,
award-winning technology was designed from the beginning for the public Internet and enterprise intranets. The Tarantella Adaptive Internet Protocol (AIP) optimizes the tradeoffs between bandwidth and application performance to give users the best
possible experience over any speed connection.
The Tarantella architecture is based on a three-layer approach,
whereby the Tarantella server sits in between the application layer (server) and the client layer (user). The non-intrusive nature of Tarantella allows installation in the network infrastructure without impacting existing applications or clients.
Tarantella Enterprise 3 software provides universal access to corporate applications, whether new or old,
including those that run on Microsoft® Windows®, UNIX®, Linux®, mainframe or midrange servers. With
3
Tarantella Enterprise 3 software, users access applications remotely from their client device (anything from a thin client to a top-of-the-range PC). Users need only a web browser (such as a
current version of Microsoft Internet Explorer or Netscape Navigator), with Java technology enabled. A native client version is also available to operate without a web browser. The product’s proven centralized management capabilities
effortlessly scale to accommodate rapid corporate change, technological advancement and expanding remote access needs. It can span global multi-site IT architectures, unifying and simplifying the complexity and diversity, to provide an enhanced
level of business continuity via increased application availability.
Security policies vary widely and the
challenge is for users to access their business applications over the network, without jeopardizing corporate security. Tarantella Enterprise 3 software overcomes this challenge without affecting the end user, without compromising security policies,
and without disrupting the existing infrastructure or requiring costly alternatives, such as a VPN. Tarantella Enterprise 3 software offers SSL security, encryption technology and firewall and proxy server traversal.
Client Integration Division (“CID”) products (also known as Vision2K UNIX integration products)
Integrating the Windows and UNIX worlds, Tarantella’s established Vision2K software suite extends the power and dependability of UNIX
servers to the Windows desktop environment and provides character-based and GUI access to UNIX applications.
The
Vision2K Suite consists of:
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• |
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VisionFS—server based file and print sharing |
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• |
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XVision Eclipse—fast access to X applications |
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• |
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TermVision—terminal emulation for Windows and the Internet |
| |
• |
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SuperVision—centralized management of users |
| |
• |
|
TermLite—lightweight terminal emulator |
Sales and Distribution
Tarantella’s target customers are the Global 2000 and
government agencies worldwide. To reach those customers, the Company has developed an integrated, two pronged strategy. Utilizing an extremely focused direct sales force, as well as enterprise distribution channels, the sales force leverages
value-added distributors and resellers, systems integrators, OEMs, and independent software vendors (ISVs). Tarantella selects channel partners for their expertise, experience and access to the target market. In the majority of cases, channel
partners and Tarantella direct sales people work together on targeted accounts.
In addition to the enterprise
sales motion, Tarantella sells to small-to-medium businesses through the PartnerConnect program, with registered and associate partners primarily managed by value-added distributors.
Customer Support and Services
Because of the
business-critical environments in which Tarantella products are used, customer support and services are essential to the full product offering. The Company’s services are designed to support customers ranging from small businesses to large
enterprises, both at the end user and reseller levels. The Company, through its worldwide customer support and services staff and its authorized third-party education, support and channel partners, offers a variety of support programs and services:
Technical Support—On-line support through the World Wide Web and varying levels of telephone support
for corporate accounts;
4
Educational Services—Courseware and instruction guides provided to
the worldwide Tarantella Learning Centers, which train and provide materials for both end users and resellers;
Developer Services—Technical advisory and support services, as well as access to early product releases, for application developers.
Methodology: The Company sells support services to end users on an annual contract basis. Options are available so customers can tailor the support solution to meet their
specific needs. Electronic access is available through the Internet. Software updates, enhancements, and bug fixes are also available electronically. Tarantella also supports end users via Authorized Tarantella Service Providers. In addition, the
Company provides its support services to distributors, Value Added Resellers, OEMs and integrators.
Product Development
Tarantella product development is comprised of one integrated organization with three sites located in Santa
Cruz, California and Leeds and Cambridge, United Kingdom. The company has developed or acquired skills in complex Internet infrastructure areas including web-based technologies, communications, security, Java™ technology, virtual user interfaces, networking, and adaptive protocols. Furthermore, the heterogeneous nature of the product has led
the group to develop strong links with application server vendors, including Microsoft, IBM, Sun and Oracle, and also to link with client vendors ranging from traditional desktop and complex workstation clients to wireless handheld devices from
companies such as Nokia.
Tarantella holds two patents entitled “Method of Displaying an Application on a
Variety of Client Devices in a Client/Server Network” and “Universal Application Server for Providing Applications on a Variety of Client Devices in a Client/Server Network.” The Company also has a third patent pending, entitled
“Color Quality and Packet Shaping Features for Displaying an Application on a Variety of Client Devices.”
Tarantella devotes resources to ongoing product testing and quality assurance to support product reliability. The Company believes that its ability to integrate product technologies, to incorporate a wide variety of standards into
its products, and to continue to offer enhancements to its existing products are essential steps to maintaining its competitiveness in the marketplace.
Competition
The Tarantella Enterprise software solutions compete against a range of point
products from companies including Citrix, Hummingbird, and Attachmate. Citrix is the market leader in providing remote access to Windows applications; Hummingbird is the same for UNIX and Attachmate for mainframes.
Each of these point competitors is a formidable opponent in their own space. In contrast, Tarantella offers an integrated approach to all
of these needs with manageability, scalability, and flexibility to meet full enterprise requirements. Tarantella products very often work along side those of its competition, as well.
Tarantella installs on all major UNIX and Linux platforms and delivers Windows, UNIX, Linux, Mainframe and web-based applications in a secure managed environment. It is the
scalability and flexibility of our solutions in heterogeneous and demanding architectures that differentiate Tarantella from competitors. Additionally, Tarantella products can be used in place of, or to augment, VPN or extranet products.
Employees
As of September 30, 2002, the Company had 147 employees, including 41 in product development, 55 in sales and marketing, 9 in customer support services, and 42 in distribution services and administration.
5
Brief History of Company
| |
• |
|
1979 Doug Michels and Larry Michels co-found The Santa Cruz Operation, Inc. |
| |
• |
|
1986 Company expands into Europe with acquisition of a division of Logica, UK. |
| |
• |
|
1987 Agreement with Microsoft to license XENIX. |
| |
• |
|
1992 Launch of SCO OpenServer product. |
| |
• |
|
1993 Acquisition of IXI, Ltd. for client integration technology |
| |
• |
|
1993 Company goes public on Nasdaq Stock Market |
| |
• |
|
1994 Acquisition of Visionware, Ltd., for client emulation technology |
| |
• |
|
1995 Acquisition of UNIX technology from Novell |
| |
• |
|
1997 Launch of the Tarantella product. |
| |
• |
|
1998 Launch of UnixWare7 product. |
| |
• |
|
2001 Release of Tarantella Enterprise 3 software. |
| |
• |
|
2001 Sale of Operating System divisions to Caldera Systems, Inc. |
| |
• |
|
2001 Company changes name to Tarantella, Inc. |
The Company occupies leased
facilities in the United States, the United Kingdom, Germany, Spain and Italy, consisting of an aggregate of approximately 90,000 square feet. The Company believes that these facilities are adequate for its needs in the foreseeable future.
Item 3. Legal Proceedings
No material legal
proceedings are pending to which the Company is a party or to which any property of the Company is subject.
6
Item 4. Submission of Matters to a Vote of Security Holders
The Company held an annual meeting of shareholders on February 21, 2002. The following matters were approved by the shareholders by the votes indicated:
| |
|
Number of Shares
|
| Matter
|
|
For
|
|
Withheld
|
| Election of Directors: |
|
|
|
|
| Ninian Eadie |
|
34,993,020 |
|
268,893 |
| Ronald Lachman |
|
34,955,964 |
|
305,949 |
| Robert M. McClure |
|
34,966,857 |
|
295,056 |
| Douglas L. Michels |
|
34,745,456 |
|
516,457 |
| Alok Mohan |
|
34,956,640 |
|
305,273 |
| R. Duff Thompson |
|
34,978,827 |
|
283,086 |
| Gilbert P. Williamson |
|
34,956,961 |
|
304,952 |
| Other Matters: |
|
For
|
|
Against
|
|
Abstain
|
| Amendment of the Company’s 1993 Employee Stock Purchase Plan to increase the Plan share reserve by 250,000
shares |
|
34,704,758 |
|
509,077 |
|
48,078 |
| |
| Ratification of Deloitte & Touche LLP as independent certified public accountants of the Company |
|
35,067,541 |
|
84,868 |
|
109,504 |
Executive Officers of the Registrant
The executive officers of the Company as of
September 30, 2002 were as follows:
| Name
|
|
Age
|
|
Position with the Company
|
| Douglas L. Michels |
|
48 |
|
President and Chief Executive Officer |
| Randall Bresee |
|
54 |
|
Senior Vice President and Chief Financial Officer |
| Steve Sabbath |
|
55 |
|
Senior Vice President, Law and Corporate Affairs, and Secretary |
| Geoff Seabrook |
|
54 |
|
Senior Vice President, Corporate Development |
Mr. Michels was named President and Chief Executive Officer in
April 1998. Prior to that time he served as the principal architect of the Company’s technology strategy as the head of product development between June 1997 and April 1998 and as Chief Technical Officer between February 1993 and June 1997. Mr.
Michels has been a director of the Company since 1979 and served as the Company’s Executive Vice President between 1979, when he co-founded the Company, and April 1998.
Mr. Bresee was named Senior Vice President and Chief Financial Officer in April of 2000. Prior to that he was Chief Financial Officer at bamboo.com, serving in the capacity
from April 1999 to April 2000. Between January 1997 and April 1999 he was Vice President and Corporate Controller for the Company and between May 1996 and January 1997 he served as Americas Controller for the Company. Prior to joining the Company,
Mr. Bresee served as Director of Finance for the Customer Support Division at Silicon Graphics Incorporated from May 1988 to May 1996.
Mr. Sabbath was named Senior Vice President, Law and Corporate Affairs, and Secretary in January 1998. Between 1993 and 1997, he served as Vice President, Law and Corporate Affairs, and Secretary and
served as Vice President, Legal Affairs between 1991 and 1993. Prior to joining the Company, between February 1988 and January 1991, Mr. Sabbath was the Deputy General Counsel for Sun Microsystems, Inc., a manufacturer of UNIX system-based hardware
and software.
Mr. Seabrook was named Senior Vice President, Corporate Development in April 1998. Since joining
the Company in 1989, Mr. Seabrook has held a number of strategic positions, including Senior Vice President and General Manager, EMELA. Prior to joining the Company, Mr. Seabrook served as Vice President International Operations at Century Data Inc.
7
Item 5. Market for Registrant’s Common Stock and Related
Stockholder Matters
The following required information is filed as a part of the report:
The Company has not paid cash dividends on its common stock. The Company’s common stock is traded
over-the-counter and is quoted on the Nasdaq SmallCap Market under the symbol “TTLA”. The following table sets forth the range of high and low closing sale prices for the Common Stock:
| |
|
Low Sale Price
|
|
High Sale Price
|
| Fiscal 2001: |
|
|
|
|
| First Quarter |
|
1.06 |
|
4.25 |
| Second Quarter |
|
0.88 |
|
2.84 |
| Third Quarter |
|
1.23 |
|
2.20 |
| Fourth Quarter |
|
0.31 |
|
1.62 |
| |
| Fiscal 2002: |
|
|
|
|
| First Quarter |
|
0.25 |
|
0.78 |
| Second Quarter |
|
0.31 |
|
0.71 |
| Third Quarter |
|
0.36 |
|
0.64 |
| Fourth Quarter |
|
0.20 |
|
0.39 |
On December 1, 2002, there were approximately 15,500 holders of the
Company’s Common Stock.
8
Item 6. Selected Financial Data
TARANTELLA, INC.
SELECTED FIVE YEAR FINANCIAL INFORMATION
| |
|
Fiscal Year Ended September 30,
|
|
| |
|
2002
|
|
|
2001
|
|
|
2000
|
|
|
1999
|
|
1998
|
|
| |
|
(In thousands, except per share data) |
|
| Net revenues |
|
$ |
14,716 |
|
|
$ |
66,662 |
|
|
$ |
148,923 |
|
|
$ |
223,624 |
|
$ |
171,900 |
|
| Cost of revenues |
|
|
1,509 |
|
|
|
17,315 |
|
|
|
41,796 |
|
|
|
49,778 |
|
|
47,096 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Gross margin |
|
|
13,207 |
|
|
|
49,347 |
|
|
|
107,127 |
|
|
|
173,846 |
|
|
124,804 |
|
| Operating expenses |
|
|
27,585 |
|
|
|
83,724 |
|
|
|
158,360 |
|
|
|
157,473 |
|
|
138,397 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Operating income (loss) |
|
|
(14,378 |
) |
|
|
(34,377 |
) |
|
|
(51,233 |
) |
|
|
16,373 |
|
|
(13,593 |
) |
| Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Gain (loss) on Caldera transaction |
|
|
(2,443 |
) |
|
|
53,267 |
|
|
|
— |
|
|
|
— |
|
|
— |
|
| Loss and Impairment of equity investment in Caldera |
|
|
(4,010 |
) |
|
|
(27,066 |
) |
|
|
— |
|
|
|
— |
|
|
— |
|
| Interest income, net |
|
|
518 |
|
|
|
1,118 |
|
|
|
1,679 |
|
|
|
1,942 |
|
|
2,261 |
|
| Other income (expense), net |
|
|
3,451 |
|
|
|
253 |
|
|
|
819 |
|
|
|
1,939 |
|
|
226 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Income (loss) before income taxes |
|
|
(16,862 |
) |
|
|
(6,805 |
) |
|
|
(48,735 |
) |
|
|
20,254 |
|
|
(11,106 |
) |
| Income taxes (benefit) |
|
|
(1,076 |
) |
|
|
(1,070 |
) |
|
|
8,218 |
|
|
|
3,396 |
|
|
3,559 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net income (loss) |
|
$ |
(15,786 |
< |