UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
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 March 31, 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: 0-27266
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WESTELL TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 36-3154957
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
750 N. COMMONS DRIVE
AURORA, ILLINOIS 60504
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (630) 898-2500
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
CLASS A COMMON STOCK, $.01 PAR VALUE
------------------------------------
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes /x/ No / /
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (ss.229.405 of this chapter) 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 registrant estimates that the aggregate market value of the registrant's
Class A Common Stock (including Class B Common Stock which automatically
converts into Class A Common Stock upon a transfer of such stock except
transfers to certain permitted transferees) held by non-affiliates (within the
meaning of the term under the applicable regulations of the Securities and
Exchange Commission) on July 12 2001 (based upon an estimate that 70% of the
shares are so owned by non-affiliates and upon the average of the closing bid
and asked prices for the Class A Common Stock on the NASDAQ National Market on
that date) was approximately $ 77,329,017. Determination of stock ownership by
non-affiliates was made solely for the purpose of responding to this requirement
and registrant is not bound by this determination for any other purpose.
As of July 12, 2001, 45,819,603 shares of the registrant's Class A Common Stock
were outstanding and 19,014,869 shares of registrant's Class B Common Stock
(which automatically converts into Class A Common Stock upon a transfer of such
stock except transfers to certain permitted transferees) were outstanding.
PART I EXECUTIVE OFFICERS OF THE REGISTRANT
The following sets forth certain information with respect to the
current executive officers of the Company.
Name Age Position
---------------------------- --- ---------------------------------------
John W. Seazholtz............... 64 Chairman of the Board of Directors
E. Van Cullens ................. 55 President and Chief Executive Officer
Nicholas C. Hindman, Sr......... 49 Treasurer, Secretary, Vice President
and Chief Financial Officer
William J. Noll................. 59 Senior Vice President of Product
Development and Chief Technology
Officer
Richard P. Riviere.............. 46 Senior Vice President of Transaction
Services and President and Chief
Executive Officer - Conference Plus,
Inc.
Melvin J. Simon................. 56 Assistant Secretary, Assistant
Treasurer and Director
E. Van Cullens has served as Chief Executive Officer of the Company
since July , 2001. Prior to joining the Company, Mr. Cullens operated Cullens
Enterprises, LLC a management consulting firm focused in telecommunications from
June , 2000 through June, 2001. From June , 1999 to May, 2000 Mr. Cullens served
as President and Chief Operating Officer of Harris Corporation and served as
President, Communications Sector from May, 1997 to May , 1999. Mr. Cullens
served in various executive capacities with Siemens A. G. and affiliated
companies from January, 1991 to April, 1997.
Nicholas C. Hindman, Sr. has served as Treasurer, Secretary, Vice
President and Chief Financial Officer since March , 2000 and as acting
Treasurer, Secretary, Vice President and Chief Financial Officer of the Company
from May 1999 to February 2000. From October 1997 to April 1999, Mr. Hindman
served as General Manager of MFI Holdings, LLC, a manufacturer of consumer
products. From 1992 through September 1997, Mr. Hindman operated an auditing and
consulting firm specializing in initial public offerings, private placement of
securities and business turnarounds.
William J. Noll has served as Senior Vice President of Research and
Development and Chief Technology Officer of Westell, Inc. since May 1997. Prior
to joining the Company, Mr. Noll was Vice President and General Manager of
Residential Broadband at Northern Telecom from October 1995 to May 1997. Mr.
Noll held other various Vice President and Assistant Vice President positions at
Northern Telecom from June 1988 to October 1996, and was Vice President Network
Systems at Bell Northern Research from November 1986 to June 1988.
Richard P. Riviere has served as Vice President of Transaction Services
for the Company since July 1995 and as President, Chief Executive Officer and a
Director of the Company's 88% owned subsidiary Conference Plus, Inc. since
October 1988.
PART III.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth certain information with respect to
current members of the Board of Directors.
DIRECTOR PRINCIPAL OCCUPATION
NAME AND AGE SINCE AND OTHER INFORMATION
--------------------- ----------- ---------------------------------
John W. Seazholtz (65) 1997 John W. Seazholtz has served as
Director of the Company since
December 1997 and was elected
Chairman in April 2000. Mr.
Seazholtz was President and Chief
Executive Officer of Telesoft
America, Inc. from May 1998 to
May 2000 In April 1998, Mr.
Seazholtz retired as Chief
Technology Officer - Bell
Atlantic where he served since
June 1995. Mr. Seazholtz
previously served as Vice
President Technology and
Information Services - Bell
Atlantic and in other executive
capacities with Bell Atlantic
beginning in 1962. Mr. Seazholtz
currently serves as a Director
for; Odetics, Inc., a supplier of
digital data management products
for the security, broadcast and
computer storage markets, and for
ASC-Advanced Switching
Communications, an ATM network
equipment developer and for
Mariner, Inc a ATM LAN CPE
developer.
Melvin J. Simon (56) 1992 Melvin J. Simon has served as
Assistant Secretary and Assistant
Treasurer of the Company since
July 1995 and as a Director of
the Company since August 1992.
From August 1992 to July 1995,
Mr. Simon served as Secretary and
Treasurer of the Company. A
Certified Public Accountant, Mr.
Simon founded and has served as
President of Melvin J. Simon &
Associates, Ltd., a public
accounting firm, since May 1980.
Mr. Simon serves as a Director of
the Company's 88% owned
subsidiary Conference Plus, Inc.
Paul A. Dwyer (67) 1996 Paul A. Dwyer has served as a
Director of the Company since
January 1996 and as a Director of
Westell, Inc., a wholly owned
subsidiary of the Company, since
November 1995. Mr. Dwyer served
as Chief Financial Officer of
Henry Crown and Company, a
private investment firm from
February 1981 to December 1999,
and currently serves as Vice
President -- Administration of
Longview Management Group, LLC, a
registered investment advisor,
since October 1998.
Robert C. Penny III (48) 1998 Robert C. Penny III has served as
a Director of the Company since
September 1998. He has been the
managing partner of P.F.
Management Co., a private
investment company, since May
1980.
Thomas A. Reynolds, III (50) 2000 Thomas A. Reynolds has served as
Director of the Company since
January 2000. He is a partner
with Winston & Strawn, an
international law firm
headquartered in Chicago and
currently serves as a member of
the Board of Directors of Smurfit
Stone Container Corporation and
Georgetown University and serves
as a Trustee of the Brain
Research Foundation.
Howard L. Kirby, Jr. (65) 2000 Howard L. Kirby, Jr. has served
as a Director of the Company
since March 2000. Mr. Kirby
served as the President, Chief
Executive Officer and as a
Director of Teltrend, Inc., a
wholly owned subsidiary of the
Company, from January 1990 to
March 2000.
Bernard F. Sergesketter (65) 2000 Bernard F. Sergesketter has
served as a Director of the
Company since March 2000. Mr.
Sergesketter is President and
Chief Executive Officer of
Sergesketter & Associates, a
telecommunications consulting
firm, since 1994. He served as a
Vice President of AT&T from
January 1993 to August 1994. Mr.
Sergesketter was a Director of
Teltrend, Inc, a wholly owned
subsidiary of the Company, from
January 1996 to March 2000 and
currently serves a Director of
the Illinois Institute of
Technology, The Mather Foundation
and The Sigma Chi Foundation.
E. Van Cullens (55) 2001 E. Van Cullens has served as
Chief Executive Officer of the
Company since July , 2001. Prior
to joining the Company, Mr.
Cullens operated Cullens
Enterprises, LLC a management
consulting firm focused in
telecommunications from June ,
2000 through June, 2001. From
June , 1999 to May, 2000 Mr.
Cullens served as President and
Chief Operating Officer of Harris
Corporation and served as
President, Communications Sector
from May, 1997 to June, 1999. Mr.
Cullens served in various
executive capacities with Siemens
A. G. and affiliated companies
from January, 1991 to April,
1997.
For information concerning Executive Officers see the Executive Officer
information set forth in Part I above.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires that the Company's officers and
directors, and persons who own more than ten percent of the Company's
outstanding stock, file reports of ownership and changes in ownership with the
Securities and Exchange Commission. During fiscal 2001, to the knowledge of the
Company, all Section 16(a) filing requirements applicable to its officers,
directors, and greater than ten percent beneficial owners were complied with.
EXECUTIVE COMPENSATION
The following table sets forth information for the fiscal years ended
March 31, 1999, 2000 and 2001, with respect to all compensation paid or earned
for services rendered to the Company by the Company's Chief Executive Officers
and the Company's four other most highly compensated executive officers who were
serving as executive officers at March 31, 2001 (together, the "Named Executive
Officers").
SUMMARY COMPENSATION TABLE
LONG TERM
ANNUAL COMPENSATION COMPENSATION
----------------------------------- ------------
OTHER SECURITIES
ANNUAL UNDERLYING ALL OTHER
FISCAL SALARY BONUS COMPENSATION (2) OPTIONS (1) COMPENSATION (3)
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($) (SHARES) ($)
------------------------------- ------ -------- -------- ------------- ----------------- -----------------
Marc J. Zionts(5) 2001 259,519 336,800 - 25,000 2,797
Former Chief Executive 2000 244,038 298,080 - 500,000 3,210
Officer 1999 233,654 298,080 - 290,000 3,277
Robert H. Gaynor(4) 2001 25,000 - - - -
Former Chairman of the 2000 100,000 - - 65,000 -
Board and Chief 1999 100,000 - - 100,000 -
Executive Officer
J. William Nelson(6) 2001 259,519 336,800 - 100,000 4,586
Former Chief Executive 2000 244,038 298,080 - 195,000 5,118
Officer 1999 233,654 298,080 - 250,000 7,624
Nicholas C. Hindman, Sr. 2001 200,000 39,200 - -
Treasurer, Secretary, 2000 176,854 10,000 - 75,000 -
Vice President and 1999 - - - - -
Chief Financial Officer
William J. Noll 2001 184,711 186,500 - 85,750 2,302
Senior Vice President 2000 216,953 177,225 9,530 25,000 3,127
of Research & 1999 228,893 177,225 - 145,000 4,001
Development and Chief
TechnologyOfficer
Richard P. Riviere 2001 196,712 120,442 - - -
Vice President 2000 172,000 150,831 - - 4,889
of Transaction Services 1999 150,000 103,894 - 12,000 4,008
Chief Executive Officer
of Conference Plus, Inc.
---------------------------
(1) Stock options granted during fiscal 2001 were non-qualified stock
options of Class A Common Stock and were issued under the 1995 Stock
Incentive Plan of the Company.
(2) Represents reimbursed relocation expense and tax gross up.
(3) Includes matching contributions under the Company's 401(k) Profit
Sharing Plan for fiscal 2001 asfollows: Mr. Zionts $2,797; Mr. Nelson
$4,586; Mr. Noll $2,302; Mr. Hindman $0; and Mr. Riviere $0.
(4) Mr. Gaynor retired in April 2000.
(5) Mr. Zionts resigned from the Company effective March, 2001 to pursue
other business interests.
(6) Mr. Nelson resigned from the Company effective July, 2001 to pursue
other business interests.
STOCK OPTION GRANTS IN LAST FISCAL YEAR AND FISCAL YEAR END VALUES
The following tables set forth the number of stock options granted to each of
the Named Executive Officers during fiscal 2001 and the stock option exercises
and exercisable and unexercisable stock options held by the Named Executive
Officers as of March 31, 2001. For purposes of table computations the fair
market value at March 31, 2001 was equal to $3.09375 per share.
OPTION GRANTS IN THE LAST FISCAL YEAR
INDIVIDUAL GRANTS
NUMBER OF PERCENT OF POTENTIAL REALIZABLE VALUE
SECURITIES TOTAL OPTIONS AT ASSUMED ANNUAL RATES OF
UNDERLYING GRANTED TO EXERCISE OR STOCK PRICE APPRECIATION
OPTIONS EMPLOYEES BASE PRICE EXPIRATION FOR OPTION TERM (3)
NAME GRANTED(#) IN FISCAL YEAR(1) ($/SH)(2) DATE 5%($) 10%($)
--------------------- ------------- ---------------- ------------- ------------- ------- -------
Marc J. Zionts 25,000 (3) .65% $4.9063 2/27/10 $77,139 $195,484
J. W. Nelson 100,000(4) 2.59% $21.4375 4/04/10 $1,348,193 $3,416,585
William J. Noll 85,000 (5) 2.22% $21.4375 4/04/10 $1,145,964 $2,904,098
250(6) 0.01% $17.1875 8/10/10 $2,702 $6,848
500(6) 0.01% $6.1563 12/18/10 $1,936 $4,906
Robert H. Gaynor --
Nicholas C. Hindman --
Richard P. Riviere --
---------------------------
(1) Based on 3,859,650 total options granted to employees, including the
Named Executive Officers, in fiscal 2001.
(2) The potential realizable value is calculated based on the term of the
option at its time of grant (ten years). It is calculated by assuming
the stock price on the date of grant appreciates at the indicated
annual rate compounded annually for the entire term of the option and
that the option is exercised and sold on the last day of its term for
the appreciate stock price.
(3) These options vest immediately and have a ten year term.
(4) These options vest over a four-year period with 10%, 20%, 30% and 40%
vesting in years one through four respectively and have a 10-year life.
(5) These options vest over a two-year period in equal annual installments
and have a 10-year life.
(6) These options are performance based and vest in full at the earlier
of based on set performance or eight years after grant date and have a
ten-year life.
OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION VALUES
NUMBER OF
SECURITIES
UNDERLYING
UNEXERCISED
OPTIONS AT VALUE OF UNEXERCISED
FISCAL YEAR IN-THE-MONEY OPTIONS AT
SHARES VALUE END (#) FISCAL YEAR END ($)
ACQUIRED ON REALIZED (EXERCISABLE/ (EXERCISABLE/
NAME EXERCISE # ($)(1) UNEXERCISABLE) UNEXERCISABLE)(2)
----------------------- -------------- ---------- ------------------ ---------------------------
Marc J. Zionts 222,500 5,104,377 88,500 / 0 -
Robert H. Gaynor - - - -
J. William Nelson - - 236,750 / 308,250 -
William J. Noll - - 99,500 / 156,250 -
Nicholas C. Hindman 4,000 87,688 6,000 / 60,000 -
Richard P. Riviere - - 16,800 / 7,200 -
-----------------------
(1) Value is calculated by subtracting the exercise price per share from the
fair market value at the time of exercise and multiplying this amount by
the number of shares exercised pursuant to the stock option.
(2) Value is calculated by subtracting the exercise price per share from
$3.09375, the fair market value at March 31, 2001, and multiplying such
amount by the number of shares subject to the option. The exercise price
for the options exceeded the market value at March 31, 2001 and therefore
no options listed were in-the-money on March 31, 2001.
EXECUTIVE OFFICER AGREEMENTS
In June 1998, the Company entered into Severance Agreements with each
Named Executive Officer and certain other executive officers of the Company (the
"Severance Agreements"). The Severance Agreements provide that in the event such
officer is terminated without Cause (as defined therein) or such officer resigns
for Good Reason (as defined therein), the Company shall pay to such officer
severance payments equal to such officer's salary and bonus for the fiscal year
in which the termination occurs, and the Severance Agreements also provide for
the payment of certain amounts upon the occurrence of certain events. The
executive officers entering into the Severance Agreements agreed not to compete
with the Company for one year in the event that their termination entitles them
to severance payments and not to solicit any Company employees for a period of
one year after a termination of such officer's employment with the Company. The
Company's severance payment obligations and an officer's right to this
additional bonus shall terminate upon such officer's death, resignation without
Good Reason, retirement or termination for Cause.
Pursuant to an agreement dated September 13, 1988 between the Company and
Richard Riviere, the Vice President of Transaction Services of the Company and
President of Conference Plus, Inc., a subsidiary of the Company, Mr. Riviere
receives an annual base salary of not less than $75,000 during his employment
with the Company. This agreement also provides Mr. Riviere with a right of first
refusal with respect to the Company's interest in Conference Plus in the event
the Company decides to sell such interest. In addition, after his employment
with the Company terminates, Mr. Riviere has agreed not to compete with the
Company for a period of two years.
DIRECTOR COMPENSATION
Directors who are not employees of the Company each receive $20,000 per year for
services rendered as directors, except Robert C. Penny III, who received no
compensation. In the fiscal year ended March 31,
2001, outside directors except for Robert Penny III and John Seazholtz were
granted stock options to purchase 25,000 shares that vest annually over four
years. John Seazholtz was granted stock options to purchase 35,000 shares that
vest annually over four years. In addition, all directors may be reimbursed for
certain expenses incurred in connection with attendance at Board and committee
meetings. In November 1995, Mr. Dwyer was granted an option to purchase 89,900
shares of Class A Common Stock at an exercise price of $6.50 per share. Mr.
Dwyer's options vest at a rate of 1,872 shares per month commencing January 1,
1996. In addition, Mr. Simon also receives $1,250 each quarter for his services
as a director of Conference Plus, Inc., a subsidiary of the Company. Other than
with respect to reimbursement of expenses and the granting of stock options,
directors who are employees of the Company do not receive additional
compensation for service as directors.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee is currently composed of Messrs. Dwyer
(Chair), Penny and Simon, the Assistant Secretary and Assistant Treasurer of the
Company. No interlocking relationship exists between the Company's Board of
Directors or Compensation Committee and the board of directors or compensation
committee of any other company, nor has any such interlocking relationship
existed in the past.
Since 1984, Melvin J. Simon & Associates, Ltd. has provided accounting
and other financial services to the Company. Mr. Simon, a director and the
Assistant Secretary and Assistant Treasurer of the Company and Co-Trustee of the
Voting Trust, is the sole owner of Melvin J. Simon & Associates, Ltd. The
Company paid Melvin J. Simon & Associates, Ltd. approximately $40,000, $15,475
and $19,155 in fiscal 1999, 2000 and 2001, respectively, for its services. The
Company believes that these services are provided on terms no less favorable to
the Company than could be obtained from unaffiliated parties.
The Company has granted Robert C. Penny III and Melvin J. Simon, as
Trustees of the Voting Trust, certain registration rights with respect to the
shares of Common Stock held in the Voting Trust.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICAIL OWNERS AND MANAGEMENT
SECURITIES BENEFICIALLY OWNED BY
PRINCIPAL STOCKHOLDERS AND MANAGEMENT
Set forth in the following table are the beneficial holdings (and the
percentages of outstanding shares represented by such beneficial holdings) as of
July 12, 2001 except as otherwise noted, of (i) each person (including any
"group" as defined in Section 13(d)(3) of the Securities Exchange Act of 1934
(the "Exchange Act")) known by the Company to own beneficially more than 5% of
its outstanding Class A Common Stock or Class B Common Stock, (ii) directors,
(iii) each Named Executive Officer, and (iv) all directors and executive
officers as a group. Except as otherwise indicated, the Company believes that
the beneficial owners of the Common Stock listed below, based on information
provided by such owners, have sole investment and voting power with respect to
such shares, subject to community property laws where applicable. Under Rule
13d-3 of the Exchange Act, persons who have the power to vote or dispose of
Common Stock of the Company, either alone or jointly with others, are deemed to
be beneficial owners of such Common Stock.
STOCKHOLDERS, PERCENT OF PERCENT OF PERCENT OF
NAMED-EXECUTIVE NUMBER OF NUMBER OF CLASS A CLASS B TOTAL
OFFICERS AND DIRECTORS CLASS A CLASS B COMMON COMMON VOTING
---------------------- SHARES (1)(2) SHARES (2) STOCK STOCK POWER (3)
----------------- -------------- --------- --------- -----------
Robert C. Penny III.......... -- 18,533,297 (4) -- 97.4% 60.8%
Melvin J. Simon.............. 120,250 (5) 19,014,868 (4)(6) * 100.0% 62.4%
State of Wisconsin Investment
Board........ 8,416,459 -- 18.4% -- 6.9%
Robert H. Gaynor............ 260,898 (7) -- * -- *
J. William Nelson............ 375,851 (7) -- * -- *
Marc J. Zionts................. 25,000 (7) -- * -- *
Nicholas C. Hindman, Sr. 39,750 -- * -- *
William J. Noll............... 177,250 -- * -- *
Paul A. Dwyer................ 130,150 -- * -- *
John W. Seazholtz 95,750 -- * -- *
Howard L. Kirby............. 330,465 -- * -- *
Bernard F. Sergesketter...... 39,250 -- * -- *
Thomas A. Reynolds III..... 66,250 -- * -- *
All Directors and Executive
Officers as a group (12
Persons)........................ 1,660,864 19,014,868 (7) 3.6% 100.0% 63.7%
------------------
* Less than 1%
(1) Includes options to purchase shares that are exercisable within 60 days
of July 12, 2001 as follows: Mr. Simon: 108,750 shares; Mr. Nelson:
323,500 shares; Mr. Zionts: 25,000 shares; Mr. Noll: 177,250 shares;;
Mr. Dwyer: 126,150 shares; Mr. Seazholtz: 88,750 shares; Mr. Kirby
290,050 shares; Mr. Sergesketter: 35,950 shares; Mr. Reynolds 6,250
shares ; Mr. Riviere 19,200 shares; Mr. Hindman 39,750; and all
directors and officers as a group: 1,240,600 shares
(2) Holders of Class B Common Stock have four votes per share and holders
of Class A Common Stock have one vote per share. Class A Common Stock
is freely transferable and Class B Common Stock is transferable only to
certain transferees but is convertible into Class A Common Stock on a
share-for-share basis.
(3) Percentage of beneficial ownership is based on 45,819,063 shares of
Class A Common Stock and 19,014,869 shares of Class B Common Stock
outstanding as of July 12, 2001.
(4) Includes 18,533,297 shares of Class B Common Stock held by Messrs.
Penny and Simon, as Trustees pursuant to a Voting Trust Agreement dated
February 23, 1994, as amended (the "Voting Trust"), among Robert C.
Penny III and Melvin J. Simon, as trustees (the "Trustees"), and
certain members of the Penny family and the Simon family. The Trustees
have joint voting and dispositive power over all shares in the Voting
Trust. Messrs. Penny and Simon each disclaim beneficial ownership with
respect to all shares held in the Voting Trust in which they do not
have a pecuniary interest. The Voting Trust contains 5,730,713 shares
held for the benefit of Mr. Penny and 437,804 shares held for the
benefit of Mr. Simon. The address for Messrs. Penny and Simon is Melvin
J. Simon & Associates, Ltd., 4343 Commerce Court, Suite 114, Lisle,
Illinois 60532.
(5) Includes 9,500 shares held for the benefit of Stacy L. Simon, Melvin J.
Simon's daughter for which Natalie Simon, Mr. Simon's wife, is
custodian and has sole voting and dispositive power, and 2,000 shares
held in trust for the benefit of Makayla G. Penny, Mr. Penny's
daughter, for which Mr. Simon is trustee and has sole voting and
dispositive power; Mr. Simon disclaims beneficial ownership of these
shares.
(6) Includes 95,980 shares held in trust for the benefit of Sheri A. Simon
and 95,980 shares held in trust for Stacy L. Simon, Melvin J. Simon's
daughters, for which Natalie Simon, Mr. Simon's wife, is custodian and
has sole voting and dispositive power. Includes 262,611 shares held in
trust for the benefit of Makayla G. Penny, and 27,000 shares held in
trust for the benefit of EmmaLah Katelyn Penny, Mr. Penny's daughters,
for which Mr. Simon is trustee and has sole voting and dispositive
power. Mr. Simon disclaims beneficial ownership of these shares.
(7) Mr. Gaynor retired in April 2000. Mr. Nelson resigned in July 2001 and
Mr. Zionts resigned in March 2001.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Since 1984, Melvin J. Simon & Associates, Ltd. has provided accounting and other
financial services to the Company. Mr. Simon, a director and the Assistant
Secretary and Assistant Treasurer of the Company and Co-Trustee of the Voting
Trust, is the sole owner of Melvin J. Simon & Associates, Ltd. The Company paid
Melvin J. Simon & Associates, Ltd. approximately $66,000, $40,000 and $15,475 in
fiscal 1998, 1999 and 2000, respectively, for its services. The Company believes
that these services are provided on terms no less favorable to the Company than
could be obtained from unaffiliated parties.
The Company has granted Robert C. Penny III and Melvin J. Simon, as
Trustees of the Voting Trust, certain registration rights with respect to the
shares of Common Stock held in the Voting Trust.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the registrant has duly caused this amendment to its
report on Form 10-K to be signed on its behalf by the undersigned, thereunto
duly authorized on July 30, 2000.
WESTELL TECHNOLOGIES, INC.
/s/ Nicholas C. Hindman, Sr.
-------------------------------
Chief Financial Officer