Document/Exhibit Description Pages Size
1: 10-K/A Amendment No. 1 to Form 10-K 15 92K
2: EX-10.50 English Translation of Lease Agreements 8 36K
3: EX-10.51 Lease Agreement, Dated October 30, 2000 90 328K
4: EX-10.52 Lease Agreement, Dated August 3, 2000 155 350K
5: EX-21.1 Subsidiaries of Razorfish 2 12K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________
FORM 10-K/A
Amendment No. 1
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark one)
[X] ANNUAL REPORT PURSUANT TO SECTION l3 OR l5(d) OF
THE SECURITIES EXCHANGE ACT OF l934
For the fiscal year ended December 31, 2000
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 000-25847
Razorfish, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware 13-3804503
(State or other jurisdiction of incorporation or (I.R.S. Employer Identification No.)
organization)
32 Mercer Street, 3/rd/ Floor
New York, New York 10013
(Address of Principal Executive Offices, including zip
code)
Registrant's telephone number, including area code: (212) 966-5960
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section l2(g) of the Act:
Class A Common Stock, par value $.01 per share
(Title of class)
______________________________
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section l3 or l5(d) of the Securities Exchange Act of
l934 during the preceding l2 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No _____
---
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [_]
The aggregate market value of voting stock held by non-affiliates of the
registrant, based on the closing price of the Class A Common Stock, par value
$0.01 (the "Common Stock") on April 25, 2001 of $.80, as reported on the NASDAQ
National Market was approximately $56,704,363.64. Shares of Common Stock held by
each 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 any other purpose.
As of March 28, 2001, the registrant had outstanding 97,705,665 shares of
Common Stock.
PART III
Item 10 Directors and Executive Officers of the Registrant.
As of April 25, 2001, the directors and executive officers of the Company
were as follows:
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Name Age Position
---- --- --------
Jeffrey A. Dachis................. 34 Chief Executive Officer, Co-Chairman of the
Board, Treasurer and Director
Craig M. Kanarick................. 34 Chief Strategic Officer, Co-Chairman of the
Board, Secretary and Director
John Roberts...................... 34 Chief Financial Officer
Michael S. Simon.................. 37 Executive Vice President--Business Affairs,
General Counsel and Director
Jean-Philippe Maheu............... 37 Chief Operating Officer
Robert W. Lord.................... 38 Executive Vice President--North American
Operations
Michael J. Moore.................. 34 Executive Vice President--European
Operations
Carter F. Bales(1)(2)(3).......... 62 Director
Bo Dimert(1)(2)(3)................ 57 Director
Peter A. Lund(1)(2)(3)............ 60 Director
______________
(1) Member of the Nominating Committee.
(2) Member of the Audit Committee.
(3) Member of the Compensation Committee.
Jeffrey A. Dachis, a co-founder of Razorfish, has served as Chief
Executive Officer, Treasurer and director of Razorfish since its inception in
January 1995. On July 24, 2000, Mr. Dachis became Co-Chairman of Razorfish's
board of directors. Mr. Dachis is also Chief Executive Officer and a director of
Razorfish Studios. See Item 13--"Certain Relationships and Related
Transactions." He devotes substantially all of his time to the management of
Razorfish. Mr. Dachis holds a B.A. degree in dance and dramatic literature from
SUNY Purchase and an M.A. degree in media/entertainment business from New York
University.
Craig M. Kanarick, a co-founder of Razorfish, has been the Chief
Strategic Officer since December 18, 2000 and Secretary and a director of
Razorfish since its inception in January 1995. On July 24, 2000, Mr. Kanarick
became Co-Chairman of Razorfish's board of directors. Mr. Kanarick is Chairman
of the Board, Chief Creative Officer, Secretary and a director of Razorfish
Studios. He is also a director of the New York New Media Association and Rhizome
Communications, Inc., a non-profit digital arts corporation. Mr. Kanarick
devotes substantially all of his time to the management of Razorfish. See Item
13--"Certain Relationships and Related Transactions." Mr. Kanarick holds a B.A.
degree in philosophy and a B.S. degree in computer science from the University
of Pennsylvania and an M.S. degree in visual studies from the MIT Media Lab at
the Massachusetts Institute of Technology.
John Roberts became Chief Financial Officer of Razorfish in April
2000. Prior to joining Razorfish, Mr. Roberts had been a partner at
PricewaterhouseCoopers LLP since 1998, and has served in various positions at
PricewaterhouseCoopers LLP since 1988. Mr. Roberts holds a B.S. in accounting
from Boston College and is a Certified Public Accountant.
Michael S. Simon has been Executive Vice President--Business Affairs
of Razorfish since November 1998, General Counsel of Razorfish since July 1998
and director of Razorfish since May 26, 2000. Mr. Simon was Senior Vice
President of Business Affairs of Razorfish from July 1998 to November 1998, and
he was Razorfish's Vice President of Business Affairs from October 1996 to July
1998. Prior to joining Razorfish, Mr. Simon was a Senior Director of Legal
Affairs for PolyGram Records, Inc. from
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April 1995 to October 1996. From November 1993 to April 1995, he was an
associate at the law firm Levine Thall Plotkin & Mennin, LLP. Mr. Simon is also
the President and a director of Razorfish Studios. See "Item 13--Certain
Relationships and Related Transactions." He devotes a substantial portion of his
time to the management of Razorfish. Mr. Simon holds a B.A. degree in American
Studies from Amherst College and a J.D. degree from Columbia University.
Jean-Philippe Maheu has served as Chief Operating Officer of Razorfish
since July 1, 2000. Prior to becoming Chief Operating Officer, Mr. Maheu served
as Executive Vice President--North American Operations of Razorfish since
January 1999. He was Executive Vice President of Corporate Development of
Razorfish from December 1997 until December 1998. Mr. Maheu served as Vice
President of Business Development and Strategy of Razorfish from July 1997 until
December 1997. From February 1995 to June 1997, Mr. Maheu served as a principal
of Gunn Partners, a management consulting firm. From September 1989 to January
1995, Mr. Maheu was a consultant and manager of A.T. Kearney, an international
management consulting firm. Mr. Maheu holds a M.S. degree in information systems
from Pierre and Marie Curie University--Paris and an M.B.A. degree in finance
and marketing from the J.L. Kellogg Graduate School of Management at
Northwestern University.
Robert W. Lord has been the Executive Vice President for North American
Operations for Razorfish, Inc since November of 2000. From July of 2000 until he
joined Razorfish, Mr. Lord was Vice President of Corporate Alliances and
Business Development at Pretzel Logic Software, Inc., a technology services
company focused on providing e-business applications to traditional and internet
based businesses. From February of 2000 until July of 2000, Mr. Lord was Vice
President, Client Support Services for Agility.com where he was responsible for
the execution of the overall implementation, training and monitoring of the
Agile Manager(TM)(V 1.0) product and assisting in the fundraising and business
positioning of Agility.com. Mr. Lord was Chief Operating Officer of Prism Rehab
Systems, providing comprehensive rehabilitation programs to over 1500 geriatric
centers nationwide, from May of 1996 until November of 1999. In 1999, Mr. Lord
was also an Executive Vice President of Prism. From February of 1995 until May
of 1996, Mr. Lord was an area vice president for Novacare Contract Services, a
public company which provides physical, occupational and speech therapy services
to the geriatric marketplace. Mr. Lord holds a B.S. degree in Engineering from
Syracuse University and an M.B.A. from Harvard University.
Michael J. Moore has been the Executive Vice President for European
Operations for Razorfish, Inc. since October of 2000. From November of 1999
until October of 2000, Mr. Moore served as the Managing Director of Razorfish's
Amsterdam offices and Benelux Region. Mr. Moore performed this same function
from August of 1998 until July of 1999 for Conduit Communications BV ("Conduit")
prior to its acquisition in July of 1999 by International Integration
Incorporated ("i-Cube") and from July of 1999 until November of 1999 for i-Cube,
prior to its acquisition by Razorfish in November of 1999. From February of 1994
to August of 1998, Mr. Moore was a managing consultant in Amsterdam, the
Netherlands for Monitor Company. Mr. Moore received a B.Sc. Honors in Management
Sciences from the University of Manchester Institute of Science and Technology
and an M.B.A. from the Nyenrode International M.B.A Program.
Carter F. Bales has been a director of Razorfish since March 1999. Mr.
Bales has served as a managing director of The Wicks Group of Companies, L.L.C.,
a private equity investment firm specializing in certain segments of the
communications, information and media industries that he co-founded, since June
1998. From June 1965 until June 1998, Mr. Bales was a director and served in
various other senior positions at McKinsey & Company, Inc., an international
management consulting firm. Since leaving McKinsey in 1998, Mr. Bales has
provided continued services to McKinsey as an outside consultant and as a member
of McKinsey's Advisory Council.
Bo Dimert has been a director of Razorfish since November 2000. Mr. Dimert
has served as President and CEO of Ericsson Inc. and Executive Vice President of
the Ericsson Group from September of 1998 until retiring from Ericsson in August
of 2000. From May 1995 until August 1998, Mr. Dimert was Executive Vice
President and General Manager of Enterprise Networks, a world-wide business unit
of Ericsson outside Sweden. From 1985 until 1995, Mr. Dimert served first as
Managing Director for Sweden and then head of the Nordic Area for Digital
Equipment Corporation. Between 1966 and 1985 Mr. Dimert
3
held various positions at Electrolux and IBM respectively. In addition to
Razorfish, Mr. Dimert currently serves on the boards of the following
organizations in Sweden: the Sweden-America Foundation, Telelogic AB and Net
Insight; and Mr. Dimert has been a member of various boards for Ericsson
companies in the US, the UK, France, Mexico, the Netherlands, Denmark, Norway,
Sweden and China.
Peter Lund has been a director of Razorfish since February 2001. Mr. Lund
is a private investor and media consultant and has been serving as Chief
Executive Officer for Dreamlife, Inc., an internet company since May of 2000,
where he has served as a member of the Board of Directors since 1999. Mr. Lund
was a private investor and internet consultant form June of 1997 until May of
2000. Lund served as President and Chief Executive Officer, CBS Inc., and
President and Chief Executive Officer, CBS Television and Cable, from October
1995 to June 1997. Prior to that, he had been President, CBS Broadcast Group.
Mr. Lund first joined CBS in 1977, as vice president of the CBS-owned AM radio
stations. Lund first joined CBS in 1977, as Vice President of the CBS Owned AM
Radio Stations. During the next 18 years, he held a variety of management
positions at CBS including Vice President and General Manager at WBBM-TV in
Chicago and WCBS-TV in New York; President, CBS Sports; President, CBS
Television Stations; President, CBS Television Network; and Executive Vice
President, CBS Broadcast Group. From 1987 to 1990, he was President, Multimedia
Entertainment Company, which produced and distributed television programming for
syndication. In addition to Dreamlife and Razorfish, Mr. Lund is a member of the
board of directors of Hughes Electronics Corporation and Crown Media Holdings,
Inc., both publicly held companies. He is a member of the board of trustees at
his alma mater, the University of St. Thomas and in May 1999, was awarded an
honorary Doctor of Laws degree.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
(Beneficial Ownership Reporting)
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's directors, executive officers and
persons who own more than 10% of the Company's Common Stock (collectively,
"Reporting Persons") to file reports of ownership and changes in ownership of
the Company's Common Stock with the Securities and Exchange Commission and The
Nasdaq Stock Market, Inc. Copies of these reports are also required to be
delivered to the Company.
The Company believes, based solely on its review of the copies of such
reports received or written representations from certain Reporting Persons, that
during the fiscal year ended December 31, 2000, Messrs. Pat Loconto and Peter
Lund were inadvertently late in filing a Form 3 reporting their elections as
directors of the Company, and Mr. Michael Moore was inadvertently late in filing
his Form 3 reporting his appointment to the office of Executive Vice President--
Europe. In addition, Mr. Jean-Philippe Maheu was inadvertently late in filing
his Form 4 in September, 2000 to report an exercise of stock options that
occurred in July, 2000.
Relationships Among Directors or Executive Officers
There are no family relationships among any of the directors or executive
officers of the Company.
Item 11 Executive Compensation.
The following table sets forth compensation earned, whether paid or
deferred by the Company's Chief Executive Officer and its other four most highly
compensated executive officers during the year ended December 31, 2000 (the
"Named Executive Officers") for services rendered in all capacities to the
Company.
4
Summary Compensation Table
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Long-term
Annual compensation compensation awards
----------------------------- -----------------------
Fiscal Securities
Name and principal position Year Salary ($) Bonus ($) underlying options (#)
--------------------------- ------- ------------- ---------- -----------------------
Jeffrey A. Dachis............................................ 2000 418,827(1) -- 1,370,000(2)
President, Chief Executive Officer and Treasurer 1999 104,000(3) -- 1,000,000
Jean-Philippe Maheu.......................................... 2000 325,000 125,000(5) 525,000(4)
Executive Vice President--North American Operations 1999 150,000 90,000
Craig M. Kanarick............................................ 2000 292,000 -- 700,000(6)
Chief Strategic Officer 1999 300,000 -- 100,000
Michael Simon................................................ 2000 247,000 50,000(5) 450,000(7)
Executive Vice President--Business Affairs and 1999 150,000 240,000
General Counsel
Michael Pehl................................................. 2000 195,577 202,500 300,000(9)
Former Chief Operating Officer 1999 300,000 167,700 --
John Roberts................................................. 2000 192,708 100,000(10) 550,000(8)
Chief Financial Officer
_____________
(1) Mr. Dachis' annual salary was increased to $450,000 as of April 15, 2000.
(2) Although 370,000 of Mr. Dachis' options were granted on February 1, 2001,
100,000 were granted as compensation for services rendered during 1999 and
200,000 were compensation for services rendered during 2000.
(3) Mr. Dachis' annual salary was increased to $300,000 in December 1999.
(4) Although 300,000 of Mr. Maheu's options were granted on January 10, 2001,
they were compensation for services rendered during 2000.
(5) Although these bonus amounts were paid in January 2000, they were
compensation for services rendered during 1999.
(6) Although 500,000 of Mr. Kanarick's options were granted on January 10,
2001, they were compensation for services rendered during 2000.
(7) Although 300,000 of Mr. Simon's options were granted on January 10, 2001,
they were compensation for services rendered during 2000.
(8) Although 300,000 of Mr. Roberts' options were granted on January 10, 2001,
they were compensation for services rendered during 2000.
(9) Mr. Pehl resigned as Chief Operating Officer in May of 2000. These options
were granted in February 2000 for services rendered in 1999.
(10) Signing bonus paid to Mr. Roberts.
Additionally each of the above named executive officers participated in the
company's customary employee health and benefit plans, additional deferred
compensation attributable to the 401k plan company match was approximately
$3,400.
The amount of the bonus paid to each Named Executive Officer during 1999
was partially based upon the financial results of Razorfish and partially based
on the decision of the Chief Executive Officer. The amount of the bonus paid to
each Named Executive Officer during 2000 was determined by the Executive
Compensation Committee.
Option Grants in Fiscal 2000
The following table sets forth information regarding stock options granted
pursuant to the 1999 Stock Incentive Plan during 2000 to each of the Named
Executive Officers.
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Potential realizable value at
Number of Percent of assumed annual rates of stock
Securities total options price appreciation for option
underlying granted to Exercise or term ($)
options granted employees in base price Expiration ------------------------------
Names (#) fiscal year (%) ($/share) Date 5% 10%
--------------- --------------- -------------- ------------- ------------- ------------- -------------
Jeffrey A. Dachis 400,000(2) 39.9375 2/2/10 10,046,592 25,460,032
120,000(1) 15.5625 4/17/10 1,174,460 2,976,313
480,000(3) 7.62 15.5625 4/17/10 4,697,840 11,905,253
Jean Philippe-Maheu(4) 190,000(2) 39.9375 2/2/10 4,772,131 12,093,515
35,000(4) 1.71 39.9375 2/2/10 879,077 2,227,753
Michael Pehl 300,000(2) 2.28 39.9375 2/2/10 7,534,944 19,095,024
Craig M. Kanarick 170,000(2) 39.9375 2/2/10 4,269,801 10,820,513
30,000(1) 1.52 39.9375 2/2/10 753,494 1,909,502
Michael Simon(4) 120,000(2) 39.9375 2/2/10 3,013,977 7,638,010
30,000(1) 1.14 39.9375 2/2/10 753,494 1,909,502
John Roberts 250,000(2) 1.90 17.6250 4/24/10 2,771,067 7,022,428
(1) 50% vest on the date of the grant and 50% vest one year from the date of
the grant.
(2) 33% vest one year from the date of the grant and the total shall vest on
each monthly anniversary of the vesting commencement date thereafter in 1/36
increments.
(3) Options vest monthly in 1/36 increments, beginning on the date of the
grant.
(4) 50% vested immediately upon grant and the total shall vest on each monthly
anniversary of the vesting commencement date thereafter in 1/36 increments.
The values set forth in the last two columns of the table set forth above
represent the gain that the Named Executive Officer would realize assuming that
(1) such officer exercises all of the options granted at the end of their
respective terms and (2) the value of a share of Razorfish's Common Stock has
increased annually by a rate of 5% and 10% during the term of the option. These
growth rates are prescribed by the Securities and Exchange Commission. By
including these values in this Proxy Statement, Razorfish does not intend to
forecast the possible appreciation of its Common Stock or to establish a present
value of these options. In addition, the Named Executive Officer will not
realize any gain unless there is an increase in Razorfish's stock price.
Fiscal Year-End Option Values
The following table sets forth certain information with respect to the
Named Executive Officers regarding the stock options exercised during 2000. It
shows the aggregate number of unexercised options to purchase Common Stock
granted in all years and held by the Named Executive Officers as of December 31,
2000, and the value of unexercised in-the-money options (i.e., options that had
a positive spread between the exercise price and the fair market value of the
Common Stock) as of December 31, 2000. The value of unexercised options at year-
end is based on the December 29, 2000 closing price of $1.625 per share of
common stock as reported on the Nasdaq National Market and as adjusted to take
into account the 2 for 1 stock split that occurred in January of 2000.
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[Enlarge/Download Table]
Number of securities underlying
unexercised options at fiscal Value of unexercised in the money
Shares year-end options at fiscal year-end ($)
acquired on Value realized --------------------------------- -----------------------------------
Name exercise ($) Exercisable Unexercisable Exercisable Unexercisable
--------------- -------------- --------------- --------------- --------------- --------------- ---------------
Jeffrey A. Dachis - - 649,442 1,450,558 112,500 0
Jean-Philippe Maheu 33,332 654,141 80,022 254,170 21,952 0
Craig M. Kanarick - - 159,442 240,558 112,500 0
Michael Simon 103,593 1,241,416 69,181 257,226 0 0
Michael Pehl 2,478,872 18,527,398 0 0 0 0
John Roberts - - 0 250,000 0 0
Directors Compensation
Directors who are also employees of Razorfish receive no additional
compensation for their services as directors. Directors who are not employees of
Razorfish do not receive a fee for attendance in person at meetings of the Board
of Directors or committees of the Board of Directors, but they are reimbursed
for travel expenses and other out-of-pocket costs incurred in connection with
the attendance of meetings.
Employment and Non-Competition Agreements
Employment Agreement with Mr. Dachis
Razorfish has entered into an employment agreement with Mr. Dachis, pursuant
to which Mr. Dachis serves as Chief Executive Officer and Treasurer. Mr. Dachis
receives an annual base salary of $450,000 per annum. His salary may be further
changed in accordance with the terms of the agreement. In addition, pursuant to
the terms of the agreement, Mr. Dachis serves as a director of Razorfish without
any additional compensation.
The initial term of Mr. Dachis' employment agreement expires on December 31,
2004. Upon the expiration of the initial term, the agreement remains in effect
and may be terminated by either party upon six months' prior written notice.
The agreement contains customary provisions relating to non-competition, the
protection of confidential information and non-solicitation of Razorfish's
employees or clients upon Mr. Dachis' termination of employment. In addition,
the agreement contains customary conditions regarding applicable terms in the
event of Mr. Dachis' termination and change of control.
Employment Agreement with Mr. Maheu
Razorfish has also entered into an employment agreement with Mr. Maheu,
pursuant to which Mr. Maheu serves as Chief Operating Officer. His annual base
salary is $400,000. His salary may be further changed in accordance with the
terms of the agreement.
The initial term of Mr. Maheu's employment agreement expires on December 31,
2004. Upon the expiration of the initial term, the agreement remains in effect
and may be terminated by either party upon six months' prior written notice.
The agreement contains customary provisions relating to non-competition, the
protection of confidential information and non-solicitation of Razorfish's
employees or clients upon Mr. Maheu's termination of employment. In addition,
the agreement contains other customary conditions regarding applicable terms in
the event of Mr. Maheu's termination and change of control.
Employment Agreement with Mr. Kanarick
Razorfish has entered into an employment agreement with Mr. Kanarick, pursuant
to which Mr. Kanarick serves as Chief Strategic Officer. Mr. Kanarick receives
an annual base salary of $400,000 per annum. His salary may be further changed
in accordance with the terms of the agreement. In addition, pursuant to the
terms of the agreement, Mr. Kanarick serves as a director of Razorfish without
any additional compensation.
The initial term of Mr. Kanarick's employment agreement expires on December
31, 2004. Upon the expiration of the initial term, the agreement remains in
effect and may be terminated by either party upon four months' prior written
notice.
The agreement contains customary provisions relating to non-competition, the
protection of confidential information and non-solicitation of Razorfish's
employees or clients upon Mr. Kanarick's termination of employment. In
addition, the agreement contains other customary conditions regarding applicable
terms in the event of Mr. Kanarick's termination and change of control.
7
Employment Agreement with Mr. Simon
Razorfish has entered into an employment agreement with Mr. Simon, pursuant to
which Mr. Simon serves as Executive Vice President, Business Affairs and General
Counsel. Mr. Simon receives an annual base salary of $300,000 per annum. His
salary may be further changed in accordance with the terms of the agreement. In
addition, pursuant to the terms of the agreement, Mr. Simon serves as a director
of Razorfish without any additional compensation.
The initial term of Mr. Simon's employment agreement expires on December 31,
2004. Upon the expiration of the initial term, the agreement remains in effect
and may be terminated by either party upon six months' prior written notice.
The agreement contains customary provisions relating to non-competition, the
protection of confidential information and non-solicitation of Razorfish's
employees or clients upon Mr. Simon's termination of employment. In addition,
the agreement contains other customary conditions regarding applicable terms in
the event of Mr. Simon's termination and change of control.
Employment Agreement with Mr. Roberts
Razorfish has entered into an employment agreement with Mr. Roberts, pursuant
to which Mr. Roberts serves as Chief Financial Officer. Mr. Roberts receives an
annual base salary of $300,000 per annum. His salary may be further changed in
accordance with the terms of the agreement.
The initial term of Mr. Robert's employment agreement expires on December 31,
2004. Upon the expiration of the initial term, the agreement remains in effect
and may be terminated by either party upon six months' prior written notice.
The agreement contains customary provisions relating to non-competition, the
protection of confidential information and non-solicitation of Razorfish's
employees or clients upon Mr. Robert's termination of employment. In addition,
the agreement contains other customary conditions regarding applicable terms in
the event of Mr. Robert's termination and change of control.
Item 12. Security Ownership Of Certain Beneficial Owners And Management
The following table sets forth certain information regarding the beneficial
ownership of Common Stock as of March 31, 2001 by:
(1) each person (or group within the meaning of Section 13(d)(3) of the
Securities Exchange Act of 1934) known by Razorfish to own beneficially 5%
or more of the Common Stock;
(2) Razorfish's directors and Named Executive Officers; and
(3) all directors and executive officers of Razorfish as a group.
As used in this table, "beneficial ownership" means the sole or shared
power to vote or direct the voting or to dispose or direct the disposition of
any security. A person is deemed to be the beneficial owner of securities that
can be acquired within sixty days from March 31, 2001 through the exercise of
any option, warrant or right. Shares of Common Stock subject to options,
warrants or rights which are currently exercisable or exercisable within sixty
days are deemed outstanding for computing the ownership percentage of the person
holding such options, warrants or rights, but are not deemed outstanding for
computing the ownership percentage of any other person. The amounts and
percentages are based upon 97,705,665 shares of Common Stock outstanding as
March 28, 2001.
8
Name and address of beneficial owner (1) Beneficial Ownership
Number Percent
Spray Ventures AB (2) 6,278,954 (2) 6.38
Nybrogatan 55
114 85 Stockholm, Sweden
Omnicom Group, Inc.(5) 11,916,666 (3) 12.11
c/o Communicade Investment Company of Nevada Inc
8681 West Sahara Avenue
Las Vegas, Nevada 89117
Jeffrey A. Dachis 6,003,919 (4) 6.10
Jean-Philippe Maheu 268,105 (5) *
Craig Kanarick 4,894,475 (6) 4.97
Michael Simon 170,489 (7) *
John Roberts 90,276 (8) *
Carter Bales 22,359 (9) *
Peter Lund 2,916 (10) *
All directors and executive officers as a group. 11,452,539 11.64
___________________
* Less than 1%
(1) Unless otherwise noted, the address of each of the persons listed is
32 Mercer Street, 3rd Floor New York, New York 10013.
(2) In February 1999, the board of directors of Spray Ventures approved
the issuance of warrants to purchase certain of the shares of
Razorfish Common Stock owned by Spray Ventures to approximately 200
shareholders. Each Spray Ventures' shareholder received one warrant
for each common share of Spray Ventures owned by such shareholder.
Each warrant gives the holder the right to purchase eight shares of
Razorfish Common Stock at a per share purchase price of SEK 32 ($3.70
based upon the March 27, 2000 exchange rate of SEK 8.64013=$1.00).
Spray Ventures had issued an aggregate of 472,738 warrants to purchase
an aggregate of 3,781,904 shares of Common Stock. The warrant holders
are entitled to exercise the warrants during the period commencing on
October 22, 1999 and ending on the day which is 45 days after the
underlying Razorfish Common Stock is registered with the Securities
and Exchange Commission. Warrants entitling holders to exercise an
additional 1,506,947 of Razorfish Common Stock are still outstanding.
If all such remaining warrants were to be exercised in full, the
number of shares of Razorfish Common Stock held by Spray Ventures
would be 7,785,901.
(3) The shareholder of record is Communicade, a wholly owned subsidiary
of Omnicom. Omnicom is a publicly held company.
(4) Includes 1,278,327 shares of Common Stock subject to options that are
currently exercisable or exercisable within 60 days of March 31, 2001
by Mr. Dachis.
(5) Includes 303,883 shares of Common Stock subject to options that are
currently exercisable or exercisable within 60 days of March 31, 2001
by Mr. Kanarick.
(6) Includes 184,185 shares of Common Stock subject to options that are
currently exercisable or exercisable within 60 days of March 31, 2001
by Mr. Maheu.
(7) Includes 170,289 shares of Common Stock subject to options that are
currently exercisable or exercisable within 60 days of March 31, 2001
by Mr. Simon. Also includes 200 shares of Common Stock held by Fifi
Simon, Mr. Simon's wife, the beneficial ownership of which is
disclaimed by Mr. Simon.
9
(8) Includes 90,276 shares of Common Stock subject to options that are
currently exercisable or exercisable within 60 days of March 31, 2001
by Mr. Roberts.
(9) Includes 22,359 shares of Common Stock subject to options that are
exercisable within 60 days of March 31, 2001 by Mr. Bales.
(10) Includes 2,926 shares of Common Stock subject to options that are
exercisable within 60 days of March 31, 2001 by Mr. Lund.
Item 13 Certain Relationships And Related Transactions.
RSUB
Razorfish Studio, Inc. d/b/a RSUB ("RSUB") produces and publishes on-
line content, including art, computer games, and literature, as well as
screensavers, audio recordings, books and films. RSUB also manages artists and
provides management consulting to artists. The majority of RSUB's common stock
is owned by Communicade and Messrs. Dachis and Kanarick, each of whom is a
stockholder of Razorfish. Michael S. Simon, an officer and director of
Razorfish, is also a stockholder, a director and President of RSUB. Mr. Dachis
is the Chief Executive Officer of RSUB, and Mr. Kanarick is Chairman of the
Board, Chief Creative Officer and Secretary of RSUB.
Razorfish licenses the "Razorfish" trademark and design logo to RSUB
pursuant to a trademark license agreement on a royalty-free basis. The trademark
license contains customary provisions giving Razorfish the ability to control
the use of the Razorfish trademark by RSUB. Because the "Razorfish" trademark
and design logo are licensed to RSUB, Razorfish's name and reputation could be
materially and adversely affected by content published or actions taken by RSUB.
In August 1999, Razorfish entered into a Convertible Note Purchase
Agreement (the "Note") with RSUB pursuant to which Razorfish purchased from RSUB
a convertible promissory note in the principal amount of $2,250,000. The note
matures on the earlier of (A) August 2, 2002, or (B) the date of closing of
RSUB's first firm commitment underwritten public offering pursuant to an
effective Registration Statement under the Securities Act. RSUB has agreed to
pay interest on the unpaid principal at the rate of 6% per annum.
In November of 2000, the Note was increased to 3,800,000 and
transferred from Razorfish, Inc. to its wholly-owned subsidiary Razorfish
Ventures Fund, LLC. As of the date of the transfer, at Razorfish Ventures'
option, the note provided for conversion into shares of RSUB common stock, par
value $.001, at the rate of one share of RSUB common stock for each $0.20
outstanding under the note at the time of Razorfish Venture's conversion
request. Razorfish Ventures may convert all or part of the outstanding amount of
principal and interest due on the note.
PART IV
Item 14 Exhibits, Financial Statement Schedules and Reports on Form 8-K.
(a) Documents filed as a part of this Annual Report on Form 10-K
1. Financial Statements.
Previously filed on Razorfish's Report on Form 10-K with the
Securities and Exchange Commission on April 2, 2001.
2. Financial Statement Schedules.
Previously filed on Razorfish's Report on Form 10-K with the
Securities and Exchange Commission on April 2, 2001.
3. Exhibits.
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Exhibit No. Description
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2.1 Agreement and Plan of Merger, dated as of August 10, 1999, by and between Razorfish, Razorfish
Merger Sub and i-Cube.(2)
3.1 Certificate of Incorporation of Razorfish, Inc. (the "Company"), as amended.(2)
3.2 By-laws of Razorfish.(1)
4.1 Stockholders Agreement, dated as of October 1, 1998, among Razorfish, Spray Ventures,
Communicade, Jeffrey A. Dachis and Craig M. Kanarick.(1)
4.2 Amendment to Stockholders Agreement, dated February 3, 1999, among Razorfish, Spray Ventures,
Communicade, Jeffrey A. Dachis and Craig M. Kanarick.(1)
4.6 Registration Rights Agreement, dated March 30, 1999, between Razorfish and Communicade Inc.(1)
4.7 Specimen Common Stock Certificate of Razorfish.(1)
10.1 The Amended and Restated 1997 Stock Option and Incentive Plan.(1)
10.2 1999 Amended and Restated Stock Incentive Plan.(2)
10.3 2000 Non-officer Stock Incentive Plan.(3)
10.4 Non-competitive Agreement, dated September 18, 1996, between Razorfish and Jeffrey A. Dachis.(1)
10.5 Employment Agreement, dated September 18, 1996, between Razorfish and Craig M. Kanarick.(1)
10.6 Non-competitive Agreement, dated September 18, 1996, between Razorfish and Craig M. Kanarick.(1)
10.7 Employment Agreement, dated June 19, 1997, between Razorfish and Jean-Philippe Maheu.(1)
10.8 Employment Agreement dated September 1, 2000 between Razorfish and Michael Simon.(5)
10.9 Employment Agreement dated September 1, 2000 between Razorfish and Sue Murphree.(5)
10.10 Employment Agreement, dated as of October 1, 1998, between Razorfish and Jonas Svensson.(1)
10.11 Employment Agreement dated as of August 1, 2000, between Razorfish and John Roberts.(5)
10.12 Employment Agreement dates as of July 1, 2000 between Razorfish and Jean-Philippe Maheu.(5)
10.13 Lease Agreement, dated October 28, 1996, between Razorfish and Man Yun Real Estate Corporation.(1)
10.14 Lease Agreement, dated April 30, 1997, between Razorfish and Man Yun Real Estate Corporation.(1)
10.15 Lease Agreement, dated December 23, 1998, between C.H.B.I. Razorfish Limited and The Mayor and
Commonalty and Citizens of the City of London.(1)
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Exhibit No. Description
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10.16 Lease Agreement, dated March 10, 1998, between J&R Bechelli and Alpha Online, Inc., as amended by
letter dated February 9, 1999.(1)
10.17 Lease Agreement No. 731 100, dated April 12, 1996, between Spray (f/k/a Spray Interactive Media
Agency AB) and Bojner Estate AB ("Bojner") and the English translation thereof.(1)
10.18 Lease Agreement No. 741 100, dated September 30, 1997, between Spray (f/k/a Spray Interactive
Media AB) and Bojner and the English translation thereof.(1)
10.19 Lease Contract No. 01009 001 024 ("Trygg-Hansa Lease"), dated April 30, 1998, between Spray and
Trygg-Hansa ("Trygg-Hansa") and the English translation thereof.(1)
10.20 Supplement No. 1, dated April 30, 1998, to Trygg-Hansa Lease and the English translation
thereof.(1)
10.21 Supplement No. 2, dated August 18, 1998, to Trygg-Hansa Lease and the English translation
thereof.(1)
10.22 Personal Guarantee for Premises, dated April 29, 1998, made by Lars T. Andersson and Per Bystedt
in favor of Trygg-Hansa with respect to Trygg-Hansa Lease and the English translation thereof.(1)
10.23 Personal Guarantee for Premises, dated April 29, 1988, made by Johan Ihrfelt and Jonas Svensson
in favor of Trygg-Hansa with respect to Trygg-Hansa Lease and the English translation thereof.(1)
10.24 Rent Contract Covering Business Premises, dated February 3, 1998, between Spray Interactive Media
AB and DEGI Deutsche Gesellschaft fur Immobilienfonds mbH and the English translation thereof.(1)
10.25 Rental Agreement for Office Space No. 910539, dated April 25, 1997, between Spray Interactive
Media Oy and Valtion Kiinteistolaitos (State Real Property Authority)/Uusimaa ("State Real
Property Authority") and the English translation thereof.(1)
10.26 Rental Agreement for Office Space No. 910539, dated May 14, 1997, between Spray Interactive Media
Oy and State Real Property Authority and the English translation thereof.(1)
10.27 Lease Contract, dated June 17, 1998, between Spray Geelmuyden.Kiese A.S and Kongensgate 2 ANS and
the English translation thereof.(1)
10.28 Subscription and Exchange Agreement, dated as of October 1, 1998, among Razorfish, Spray Ventures
AB and Communicade.(1)
10.29 First Amendment to the Subscription and Exchange Agreement, dated November 25, 1998, among
Razorfish, Spray Ventures AB, Spray Network AB and Communicade.(1)
10.30 Second Amendment to the Subscription and Exchange Agreement, dated December 10, 1998, among
Razorfish, Spray Ventures AB, Spray Network AB and Communicade.(1)
10.31 Stock Purchase Agreement, dated as of October 1, 1998, among Communicade, Jeffrey A. Dachis and
Craig M. Kanarick.(1)
10.32 Stock Purchase Agreement, dated October 23, 1998, between Communicade and Spray Ventures AB.(1)
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Exhibit No. Description
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10.33 Amendment to Stock Purchase Agreement, dated December 10, 1998, between Communicade and Spray
Ventures AB.(1)
10.34 Employment Agreement, dated April 15, 2000, between Razorfish and Jeffrey A. Dachis.(4)
10.35 Forms of Voting Agreements.(2)
10.36 Letter Agreement dated August 8, 1995 between i-Cube and Silicon Valley Bank.(2)
10.37 Promissory Note dated August 8, 1995 between i-Cube and Silicon Valley Bank.(2)
10.38 Commercial Security Agreement dated August 8, 1995 between i-Cube and Silicon Valley Bank.(2)
10.39 Negative Pledge Agreement dated August 8, 1995 between i-Cube and Silicon Valley Bank.(2)
10.40 Letter Agreement dated October 7, 1996 between i-Cube and Silicon Valley Bank.(2)
10.41 Promissory Note dated July 31, 1997 between i-Cube and Silicon Valley Bank.(2)
10.42 Loan Modification Agreements between Registrant and Silicon Valley Bank dated August 6, 1996,
August 7, 1996 and August 28, 1997, respectively.(2)
10.43 Lease Agreement dated November 20, 1996 between i-Cube, RR&C Development Company and Patrician
Associates, Inc.(2)
10.44 Lease Agreement dated as of July 14, 1995 between i-Cube and Riverfront Office Park Joint
Venture.(2)
10.45 Amendment No. 1 to Lease Agreement dated as of July 14, 1995 between i-Cube and Riverfront Office
Park Joint Venture.(2)
10.46 Sublease dated as of June 19, 1995 between i-Cube and MathSoft, Inc.(2)
10.47 Employment Agreement as of July 18, 2000 between Razorfish and Craig Kanarick.(5)
10.48 Separation Agreement dated as of February 8, 2001 between Razorfish and Sue Murphree.(5)
10.49 Amendment to employment agreement dated September 1, 2000 between Razorfish and Michael Simon.(5)
10.50 English Translation of Lease Agreements, dated April 4, 2000, between Primavera S.a.s. and
Razorfish S.r.l. (as assigned from Razorfish Ltd.).
10.51 Lease Agreement, dated October 30, 2000, between Shearwater Partners, LLC and Razorfish, Inc.
10.52 Lease Agreement, dated August 3, 2000, by and between Wittayu Realty Ltd., Razorfish Ltd. and
Razorfish, Inc.
18.1 Letter re: Change in Certifying Accountant.(3)
21.1 Subsidiaries of Razorfish.
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Exhibit No. Description
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23.1 Consent of Arthur Andersen LLP.(5)
(1) Filed as an exhibit to Razorfish's Registration Statement on Form S-1
or amendments thereto declared effective by the Securities and
Exchange Commission on April 26, 1999 (File No. 333-71043) and
incorporated herein by reference.
(2) Filed as an exhibit to Razorfish's Registration Statement on Form S-4
or amendments thereto declared effective by the Securities and
Exchange Commission on October 1, 1999 (File No. 333-87031) and
incorporated herein by reference.
(3) Filed as an exhibit to Razorfish's Report on Form 8-K/A that was filed
with the Securities and Exchange Commission on June 30, 2000 and
incorporated herein by reference.
(4) Filed as exhibit to Razorfish's Report on Form 10-Q that was filed
with the Securities and Exchange Commission on August 14, 2000 and
incorporated herein by reference.
(5) Filed as an exhibit to Razorfish's Report on Form 10-K that was filed
with the Securities and Exchange Commission on April 2, 2001 and
incorporated herein by reference.
(b) Reports on Form 8-K:
Previously filed on Razorfish's Report on Form 10-K with the
Securities and Exchange Commission on April 2, 2001.
14
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this amendment to this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
RAZORFISH INC.
By: /s/ Jeffrey A. Dachis
------------------------------
Jeffrey A. Dachis
Chief Executive Officer
(Principal Executive Officer)
Date: April 30, 2001
15
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