Televideo Inc – ‘10-K/A’ for 10/31/97

As of:  Friday, 2/27/98   ·   For:  10/31/97   ·   Accession #:  1047469-98-8073   ·   File #:  0-11552

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Amendment to Annual Report   —   Form 10-K
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Document/Exhibit                   Description                      Pages   Size 

 1: 10-K/A      Amendment to Annual Report                             9     46K 
 2: EX-23.1     Consent of Experts or Counsel                          1      5K 

10-K/A   —   Amendment to Annual Report
Document Table of Contents

10-K/A
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   UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

   WASHINGTON, DC  20549

   ---------------------

 FORM 10-K/A
 AMENDMENT NO. 1

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  
EXCHANGE ACT OF 1934.                                       

    FOR THE FISCAL YEAR ENDED:  OCTOBER 31, 1997
                                ----------------

    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:  0-11552
                             -------

   TELEVIDEO, INC.
     -------------------------------------------------
    (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

     DELAWARE                               94-2383795
     -------------------------------         -------------------------------
(STATE OR OTHER JURISDICTION OF                 (IRS EMPLOYER     
INCORPORATION OR ORGANIZATION)               IDENTIFICATION NO.)

    2345 HARRIS WAY, SAN JOSE, CALIFORNIA  95131
    --------------------------------------------
    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:         (408) 954-8333      
                                                      --------------

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:      NONE           
                                                      --------------

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:                     

   COMMON STOCK, $0.01 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   
       -----         -----

                                                                           1

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  THE APPROXIMATE AGGREGATE MARKET VALUE OF REGISTRANT'S COMMON STOCK HELD
BY NON-AFFILIATES ON FEBRUARY 9, 1998 (BASED UPON THE CLOSING SALES PRICE OF    
SUCH STOCK AS REPORTED IN THE NASDAQ NATIONAL MARKET AS OF SUCH DATE) WAS       
$35,553,102.                                                                    

AS OF FEBRUARY 9, 1998, 45,507,970 SHARES OF REGISTRANT'S COMMON STOCK
WERE OUTSTANDING.                                                               

DOCUMENTS INCORPORATED BY REFERENCE: NONE                                       

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.  [ ]                                   

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS                                 

This Prospectus and the Company's Annual Report on Form 10-K for the  
fiscal year ended October 31, 1997, which is incorporated by reference          
herein, include certain statements that may be deemed to be "forward-looking    
statements" within the meaning of Section 27A of the Securities Act and         
Section 21E of the Exchange Act.  All statements, other than statements of      
historical facts, included in this Prospectus that address activities, events   
or developments that the Company expects, believes or anticipates will or may   
occur in the future, including, but not limited to, such matters as future      
product development, business development, marketing arrangements, future       
revenues from contracts, business strategies, expansion and growth of the       
Company's operations and other such matters are forward-looking statements.     
These statements are based on certain assumptions and analyses made by the      
Company in light of its experience and perception of historical trends,         
current conditions, expected future developments and other factors it           
believes are appropriate in the circumstances. Such statements are subject to   
a number of assumptions, risks and uncertainties, including the risk factors    
discussed below, general economic and business conditions, the business         
opportunities (or lack thereof) that may be presented to and pursued by the     
Company, changes in law or regulations and other factors, many of which are     
beyond control of the Company.  Prospective investors are cautioned that any    
such statements are not guarantees of future performance and that actual        
results or developments may differ materially from those projected in the       
forward-looking statements.                                                     

   (Remainder of this page was intentionally left blank)

                                                                           2

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INTRODUCTORY STATEMENT  

References in this Form 10-K to "TeleVideo," the "Registrant" or the  
"Company" refer to TeleVideo, Inc. and its subsidiaries unless the context      
indicates otherwise.  This report contains registered and unregistered          
trademarks of other companies.                                                  

PART I  

ITEM 1.   BUSINESS                                                              

THE COMPANY                                                                     

Founded in 1975, TeleVideo is a market leader providing innovative    
high-end PC and Mac compatible  monitor and terminal display products;          
graphics boards, sound boards and multilingual multimedia upgrade kits. The     
Company markets its products worldwide through distributors, mass merchants,    
retail stores, value-added resellers ("VARs"), systems integrators and          
original equipment manufacturers ("OEMs").                                      

TeleVideo operates in one industry segment.                           

PRODUCTS                                                                        

COMPUTER MONITORS                                                               

Drawing on its heritage, TeleVideo announced in November 1996, two    
premier lines of quality PC and Mac compatible color monitors, the SuperView    
Pro Series and SuperView Series.  These finely crafted monitors allow a         
variety of utilization - home, business, the ever-evolving digital world of     
Internet, DVD, sophisticated point-oriented desktop publishing, CAD/CAM         
applications and more.                                                          

The high quality SuperView Pro Series monitors include the SVP350     
21-inch monitor (19.9" diagonal viewable area), the SVP300 19-inch monitor      
(18.0" diagonal viewable area), the SVP270 17-inch monitor (15.8" diagonal      
viewable area) and the SVP260 17-inch monitor (16.0" diagonal viewable area).   
These monitors feature high resolutions, advanced On Screen Display (OSD)     
and wide range of scanning frequency.  The SVP260, SVP270 and SVP350 monitors   
feature Mitsubishi's award winning Diamondtron Aperture Grille technology       
which delivers flicker-free, sharp, and crystal-clear images for graphic        
designers and engineers for rendering intricate images as in CAD/CAM design     
work.                                                                           

The SVP350 features an Aperture Grille pitch of 0.28mm and a maximum  
resolution of 1600 x 1200 at an exceptional 85Hz refresh rate.  Horizontal      
scanning frequencies range from 30 to 107KHz and vertical frequencies of 50 to  
160Hz.  The SVP270 has an Aperture Grille pitch of 0.25mm and a maximum         
resolution of 1600 x 1200 at 75Hz refresh rate for flicker-free display.  It's  
horizontal scanning frequency range from 30 to 95KHz and vertical frequencies   
from 50 to 160Hz.  The SVP260 features an Aperture Grille pitch of 0.25mm and a 
maximum resolution of 1600 x 1200 at 65Hz refresh rate, rising to a flicker-free
77Hz refresh rate at 1280 x 1024 resolution.  Horizontal scanning frequencies   
are from 24 to 82KHz and vertical frequencies from 50 to 120Hz.                 

                                                                           3

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ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND       
FINANCIAL DISCLOSURE.                                       

NONE.                                                                           

PART III  

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.                   

The Directors and executive officers of the Company as of February 26,
1997, are as follows:                                                           

                                                                [Download Table]


     Name          Age                    Title                        
---------------   ----  -----------------------------------------------
                                                                       
K. Philip Hwang    61   Chairman of the Board and Chief Executive      
                        Officer                                        
Ken Ho Chong       56   Vice President and Chief Financial Officer     
Anthony Thia       31   Vice President of Marketing                    
Robert E. Larson   59   Director                                       
Stephen S. Kahng   48   Director                                       

 Dr. K. Philip Hwang is the founder of the Company and has been Chairman
of the Board and Chief Executive Officer since October 1976.  From August       
1990 to April 1991, he served as the Acting Chief Financial Officer.  Since     
1992, Dr. Hwang has also served as Chairman of AdMOS (Advanced MOS Systems),    
an engineering firm specializing in ASIC chip design.  ADMOS is a private       
corporation in which TeleVideo holds a 20% interest.                            

 Mr. Ken Ho Chong joined TeleVideo in January 1998 as Vice President and
Chief Financial Officer. Mr. Chong has more than 12 years of executive level    
experience at companies in a variety of industries.  He is immediate past       
president of Enviroflex, Inc., an engineering and manufacturing company in      
Anaheim, CA.  He was vice president and CFO of Binggrae Company Ltd., a food    
processing company based in Korea from January 1994 to December 1996 and from   
April 1989 to December 1992 he was president of Union Foods of Costa Mesa, CA.  

                                                                         4

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Mr. Anthony Thia joined TeleVideo as VP of Marketing in August 1996.  
Prior to coming to TeleVideo, Mr. Thia was the Director of Marketing at ASI     
(Asia Source Inc.), a national PC distributor headquartered in California,      
from August 1994 to August 1996.  From 1990 to 1994, Mr. Thia was the Sales     
and Marketing Manager at ASI.  Mr. Thia holds a B.S. in Computer Science from   
Iowa State University.                                                          

Dr. Robert E. Larson joined the Company as a member of the Board of   
Directors effective December 1989. Since September 1983, he has served as       
General Partner of Woodside Fund, a venture capital fund, and since September   
1985, he has been a member of the Board of Directors of Skye Investment         
Advisers, a registered investment advisor firm.  Since 1973, Dr. Larson has     
been a Consulting Professor in the Engineering-Economic Systems Department at   
Stanford University.                                                            

Mr. Stephen S. Kahng joined the Company as a member of the Board of   
Directors effective November 1994.  Since November 1993, Mr. Kahng has been     
the President and Chief Executive Officer of Power Computing Corporation,       
Austin, Texas, which manufactures Power PC-based workstations.  From December   
1991 to November 1993, he served as the President of Up To Date Technology,     
Inc. which is a system design consulting company to the personal computer       
industry.                                                                       

There are no family relationships among any of the Company's officers 
and directors.                                                                  

COMMITTEES OF THE BOARD                                                         

The Company's Audit Committee, consisting of Dr. Larson and Mr. Kahng 
met five times during fiscal 1997.  This Committee reviews the independence     
of the Company's independent certified public accountants, recommends the       
engagement and discharge of independent accountants and reviews accounting      
policies, internal accounting controls and results of audit engagements.        
During fiscal 1997, neither the Board of Directors nor the Company's            
independent certified public accountants raised any issues with respect to      
matters that required formal review.                                            

The Company does not have any executive, compensation, nominating or  
other committees.                                                               

SECTION 16(a) BENEFICIAL OWNERSHIP COMPLIANCE                                   

Section 16(a) of the Securities Exchange Act of 1934, as amended (the 
"Exchange Act") requires the Company's executive officers and directors and     
persons who own more than ten percent of a class of the Company's equity        
securities registered under the Exchange Act, to file with the Commission       
reports of ownership and changes in ownership of Common Stock and other         
equity securities of the Company. Executive officers, directors and greater     
than ten percent stockholders are required by Commission regulations to         
furnish the Company with copies of all Section 16(a) forms they file. Based     
solely on review of this information, including written representations that    
no other reports were required, the Company believes that during the fiscal     
year ended October 31, 1997, each of the Company's executive officers,          
directors and holders of ten percent or more of the Company's Common Stock      
timely filed all reports required to be filed pursuant to Section 16(a) of      
the Exchange Act except that Kristine Kim, a Director and Executive during      
fiscal 1997, inadvertently failed to file her Form 3 and Form 4s for            
September 1997 and October 1997. She had no holding to report on Form 3. Her    
September 1997 Form 4, if filed, would have reflected two option exercises on   
a single day and seven sales of the shares she acquired, all on the same day.   
Her October 1997 Form 4, if filed, would have reflected one option exercise     
and two subsequent sales on a single day of such shares. All of these           
transactions were reported on a Form 5.                                         

                                                                         5

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ITEM 11.  EXECUTIVE COMPENSATION                                                

 The following table shows executive compensation paid or accrued by the
Company for services rendered to the Company or its subsidiaries in all         
capacities during the three fiscal years ended October 31, 1997, to the         
Company's Chief Executive Officer and each of the Company's other Executive     
Officers (the "Named Executive Officers") whose total annual salary and bonus   
exceeded $100,000 in the fiscal year ended October 31, 1997.                    

                                                        [Enlarge/Download Table]

                                   ANNUAL COMPENSATION                    LONG TERM COMPENSATION                  
                                   -------------------                    ----------------------                  
                                                    OTHER ANNUAL                   OPTIONS/                OTHER  
                                                     COMPENSATION   RESTRICTED        SARS         LTIP    COMPEN-
NAME AND PRINCIPAL POSITION  YEAR    SALARY($)           ($)          STOCK        (SHARES)      PAYOUTS  SATION  
---------------------------  ----    ---------       ------------  ----------      --------      -------  ------  
                                                                                                                  
K. Philip Hwang              1997     140,000             0             0              0            0        0    
  Chief Executive Officer    1996     140,000             0             0              0            0        0    
                             1995     140,000             0             0              0            0        0    
Kristine Kim                 1997     128,000             0             0              0            0        0    
  Vice President of Sales    1996     124,000             0             0              0            0        0    
                             1995      71,000             0             0              0            0        0    

The Company has no employment agreements with any of its Executive    
Officers.                                                                       

OTHER COMPENSATION                                                              

STOCK OPTION GRANTS IN LAST FISCAL YEAR                                         

  The following table provides information with respect to options granted
in the Last Fiscal Year to the Named Executive Officers.                        

                                                        [Enlarge/Download Table]


                      INDIVIDUAL GRANTS                                                              
                      -----------------                                                              
                                   % OF TOTAL                            POTENTIAL REALIZABLE VALUE  
                 NUMBER OF           OPTIONS                             AT ASSUMED ANNUAL RATES OF  
                 SECURITIES         GRANTED TO                          STOCK PRICE APPRECIATION FOR 
                 UNDERLYING         EMPLOYEES   EXERCISE                        OPTION TERM          
                  OPTIONS           IN FISCAL    PRICE    EXPIRATION  -------------------------------
NAME              GRANTED              YEAR      ($/SH)       DATE       5% ($)             10% ($)  
----             -----------        ---------   --------  ----------   ----------         -----------
                                                                                                     
K. Philip Hwang      -                  -           -         -            -                    -    
Kristine Kim         -                  -           -         -            -                    -    

                                                                         6

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AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION      
VALUES                                                                          

The following table provides information with respect to option       
exercises in the Last Fiscal Year by the Named Executive Officers and the       
value of their unexercised options at Fiscal Year End.                          

                                                        [Enlarge/Download Table]

                                           NUMBER OF SECURITIES                               
                                                UNDERLYING                                    
                                            UNEXERCISED OPTIONS        VALUE OF UNEXERCISED   
                    SHARES                    AT FISCAL YEAR         IN-THE-MONEY OPTIONS AT  
                   ACQUIRED      VALUE          END (#) (2)        FISCAL YEAR END ($) (2) (3)
                      ON       REALIZED         -----------        -------------------------- 
NAME             EXERCISE (#)  ($) (1)   VESTED          UNVESTED  VESTED             UNVESTED
----             ------------  --------  ------          --------  ------             --------
                                                                                              
K. Philip Hwang        -           -        -                -        -                   -   
Kristine Kim        70,000        .88    50,000           75,000    26,000              33,000
                    20,000        .91       -                -        -                   -   


(1)  Market value of the shares on date of exercise, less the exercise price.   

(2)  All options are immediately exercisable, but shares issued upon exercise   
are subject to vesting restrictions.  Accordingly, there were no      
unexercisable options outstanding at fiscal year end.                 

(3)  Value is based on fair market value of the Company's common stock of       
  $0.84375 per share on October 31, 1997 (the last trading day of the last
fiscal year), less the exercise price.                                

  LONG TERM INCENTIVE PLAN AWARDS: No long term incentive awards were made
by the Company during fiscal 1997.  Accordingly, a table setting forth such     
awards has not been included.                                                   

COMPENSATION OF DIRECTORS                                                       

Directors who are employees of the Company are not separately         
compensated for their services as directors or as members of committees of      
the Board of Directors.  During fiscal 1997, directors who were not employees   
of the Company received $500 for each board meeting attended and were           
reimbursed for reasonable travel and other expenses.  No compensation is paid   
for attendance at meetings of committees of the Board of Directors.             

EMPLOYEE BENEFIT PLANS                                                          

TELEVIDEO, INC. 1991 INCENTIVE STOCK OPTION PLAN                      

On November 12, 1991, the Board adopted the TeleVideo, Inc. 1991      
Incentive Stock Option Plan (the "1991 ISO Plan"), which was approved by the    
stockholders of the Company at the 1992 Annual Meeting.  This plan authorizes   
4,000,000 shares of Common Stock for options to be granted to employees of      
the Company including officers. Options granted under the 1991 ISO Plan are     
intended to qualify as incentive stock options within the meaning of Section    
422 of the Internal Revenue Code of 1986, as amended (the "Code). Options are   
approved by the Board, which acts as the Plan Administrator. All options are    
granted at an exercise price at least equal to 100% of the fair market value    
on the date of grant (110% for persons who own at least 10% of the Company's    
outstanding Common Stock).                                                      

CASH PROFIT SHARING PLAN                                              

Effective May 1984, the Board approved a Cash Profit Sharing Plan for 
employees (other than Executive Officers, Directors, and sales persons          
covered by the sales incentive plan) that provides for semi-annual cash         
payments to eligible employees who complete six months of service with the      
Company.  The cash payment is determined by a formula based upon the            
Company's contribution of a percentage of the after-tax profits of the          
Company and the ratio that each eligible employee's compensation bears to the   
eligible compensation of all employees in the plan.  For fiscal year 1997, no   
amount was paid under this plan.                                                

                                                                         7

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ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT        

The following table sets forth information regarding the beneficial   
ownership of the Company's Common Stock as of February 26, 1998: (i) all        
those known to the Company to be beneficial owners of more than five percent    
(5%) of its Common Stock; (ii) each Director and Director nominee of the        
Company; (iii) each person named in the Summary Compensation Table; and (iv)    
all Executive Officers and Directors of the Company as a group.  The Company    
knows of no arrangements that will result in a change in control subsequent     
to the date hereof.  Except as otherwise indicated, each person has sole        
investment and voting power with respect to the shares shown, subject to        
community property laws, where applicable.                                      

                                                                [Download Table]

DIRECTORS, OFFICERS AND PRINCIPAL STOCKHOLDERS          BENEFICIAL OWNERSHIP  
----------------------------------------------         ---------------------- 
                                                                      PERCENT 
NAME                                                     SHARES       OF TOTAL
----                                                     ------       --------
                                                                              
K. Philip Hwang                                        28,214,092(1)  61.97%  
2345 Harris Way, San Jose, CA 95131                                           

Stephen Kahng                                              50,000(3)     (2)  
2555 North IH-35, Round Rock, TX 78664                                        

Kristine Kim                                              100,000(4)     (2)  
2345 Harris Way, San Jose, CA 95131                                           

Robert E. Larson                                          100,000(5)     (2)  
850 Woodside Drive, Woodside, CA 94062                                        

All present Executive Officers and Directors as a                             
Group (8 persons)                                      28,804,092(6)   63.3%  


------------                                                                    
(1)  Includes an aggregate of 303,934 shares held in trust for Dr. Hwang's      
  children, 90,000 shares held of record by the Kyupin Philip and C. Gemma
     Hwang Foundation, and the 27,820,158 shares held of record by Dr. Hwang and
his spouse.                                                           

(2)  Represents less than one percent (1%).                                     

(3)  Includes 50,000 shares Mr. Kahng may acquire within 60 days of the date    
of this table pursuant to the exercise of stock options.              

(4)  Includes 100,000 shares Ms. Kim may acquire within 60 days of the          
date of this table pursuant to the exercise of stock options.         

(5)  Includes 150,000 shares Dr. Larson may acquire within 60 days of the       
date of this table pursuant to the exercise of stock options.         

(6)  Includes (i) 175,000 shares of Common Stock certain officers (not named    
in the table) may acquire within 60 days of the date of this table    
pursuant to the exercise of stock options, and (ii) the shares of     
Common Stock referred to in notes 1 to 5.                             

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                        

During the two fiscal years ended October 31, 1997, there were no     
Company transactions exceeding $60,000 in which any Director or Executive       
Officer, Director nominee, principal stockholder or member of any such          
person's immediate family had a direct or indirect material interest.           
Similarly, there are no such proposed transactions pending.                     

                                                                         8

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SIGNATURES  

Pursuant to the requirements of Section 13 or 15(d) of the Securities 
Exchange Act of 1934, the Registrant has duly caused this report to be signed   
on its behalf by the undersigned, thereunto duly authorized.                    

                                 TELEVIDEO, INC.
                               -------------------------------
                                (REGISTRANT)

DATE:  FEBRUARY 27, 1998           BY:       /s/ KEN HO CHONG                   
                               -------------------------------
                            KEN HO CHONG
                            VICE PRESIDENT & CFO

Pursuant to the requirements of the Securities Exchange Act of 1934,  
this report has been signed below by the following persons on behalf of the     
Registrant and in the capacities on the dates indicated.                        

SIGNATURE                   TITLE                     DATE    
------------------------    ---------------------     --------------------    

/s/  K. PHILIP HWANG     CHAIRMAN OF THE BOARD          FEBRUARY 27, 1998       
----------------------   AND CHIEF EXECUTIVE                                    
K. Philip Hwang     OFFICER (Principal                                
Executive Officer)            

/s/  KEN HO CHONG        VICE PRESIDENT AND CHIEF       FEBRUARY 27, 1998       
----------------------   FINANCIAL OFFICER (Principal                           
Ken Ho Chong        Financial and Accounting                          
Officer)                      

/s/  ROBERT E. LARSON    DIRECTOR                       FEBRUARY 27, 1998       
----------------------                                                          
Robert E. Larson                                                      

/s/  STEPHEN S. KAHNG    DIRECTOR                       FEBRUARY 27, 1998       
----------------------                                                          
Stephen S. Kahng                                                      

                                                                         9

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Filed on:		2/27/98		9
		2/26/98		8
		2/9/98		2
For Period End:		10/31/97		1		8			10-K,  DEF 14C,  NT 10-K,  PRE 14C
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