UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 2 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, 2002 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 ------------ 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 June 21, 2002 (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 $66,805,760. 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 June 21, 2002, 45,907,065 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. EXPLANATION FOR AMENDMENT: The Annual Report on Form 10-K of Westell Technologies, Inc. (the "Form 10-K") for the fiscal year ended March 31, 2002 is being filed with the SEC to include the items required to be disclosed under Part III of the Form 10-K. As originally filed, the Form 10-K incorporated the information required by Part III by reference to the Company's proxy statement for its 2002 annual meeting, as permitted by Instruction G(3). Because the proxy is not expected to be filed with the SEC within 120 days of the end of Westell's fiscal year, Part III of the Form 10-K is hereby being amended. PART I EXECUTIVE OFFICERS OF THE REGISTRANT The following sets forth certain information with respect to the current executive officers of the Company. Please refer to the information contained below under Part III, Item 10 for biographical information of executive officers who are also directors of the Company. Name Age Position - --------------------------- --- -------------------------------------------- John W. Seazholtz.......... 66 Chairman of the Board of Directors E. Van Cullens............. 56 President and Chief Executive Officer Nicholas C. Hindman, Sr.... 51 Treasurer, Secretary, Senior Vice President and Chief Financial Officer William J. Noll............ 60 Senior Vice President of Product Development and Chief Technology Officer John C. Clark.............. 54 Senior Vice President of Operations Richard P. Riviere......... 48 Senior Vice President of Transaction Services and President and Chief Executive Officer - Conference Plus, Inc. Melvin J. Simon............ 57 Assistant Secretary, Assistant Treasurer and Director 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. John C. Clark has served as Senior Vice President of Operations since April 2001. Prior to joining the Company, Mr. Clark was Vice President of Manufacturing from September 1998 to October 2000 with 3COM. Mr. Clark was Director of Material Management at US Robotics/3COM from January 1996 to September 1998. From 1994 to 1996, Mr. Clark served as Area Vice President of Operations for Caremark. He also served as Director of Materials Management for Caremark from 1991 to 1996. 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 AND OTHER NAME AND AGE SINCE INFORMATION - ------------ ----- ------------------------------- John W. Seazholtz (66) 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 (57) 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 (68) 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 (49) 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 (51) 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. Bernard F. Sergesketter (66) 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 (56) 2001 E. Van Cullens has served as President, Chief Executive Officer and Director 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. Roger L. Plummer (60) 2001 Roger L. Plummer has served as a Director of the Company since September, 2001. Mr. Plumber currently serves as the Managing Director of the International Engineering Consortium. Mr. Plummer also serves as a consultant to various communication technology companies on corporate organization and culture. Mr. Plummer previously served in various executive capacities at Ameritech and its predecessor, Illinois Bell, including President of the Ameritech Custom Business Services unit, and in various executive capacities at AT&T. Mr. Plummer serves as a Board member of: University of Illinois, DePaul University, Chicago public television Channel 11, Rush Hospital Neurobehavioral Center and the Chicago Symphony Orchestra. 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 2002, to the knowledge of the Company, all of these reporting persons have complied with the Section 16(a) filing requirements. ITEM 11. EXECUTIVE COMPENSATION The following table sets forth information for the fiscal years ended March 31, 2000, 2001 and 2002, with respect to all compensation paid or earned for services rendered to the Company by persons who served as the Company's Chief Executive Officers during fiscal 2002 and the Company's four other most highly compensated executive officers who were serving as executive officers at March 31, 2002 (together, the "Named Executive Officers"). SUMMARY COMPENSATION TABLE
LONG TERM ANNUAL COMPENSATION COMPENSATION ------------------- ------------ SECURITIES OTHER ANNUAL UNDERLYING ALL OTHER FISCAL SALARY BONUS COMPENSATION OPTIONS(1) COMPENSATION(3) NAME AND PRINCIPAL POSITION YEAR ($) ($) ($) (SHARES) ($) - --------------------------- ---- --- --- --- -------- --- E.Van Cullens 2002 344,898 200,000 217,182(2) 1,876,926 - President and Chief 2001 - - - - - Executive Officer 2000 - - - - - J. William Nelson(4) 2002 311,233 123,702 - 181,007 3,500 Former Chief Executive Officer 2001 259,519 336,800 - 100,000 5,118 2000 244,038 298,080 - 195,000 7,624 John C. Clark 2002 234,519 2,500 - 122,632 - Senior Vice President 2001 - - - - - of Operations 2000 - - - - - Nicholas C. Hindman, Sr. 2002 200,000 18,000 - 117,883 - Treasurer, Secretary, Senior 2001 200,000 39,200 - - - Vice President and Chief 2000 176,854 10,000 - 75,000 - Financial Officer William J. Noll 2002 222,000 143,600 - - Senior Vice President of 2001 184,711 186,500 - 135,402 2,302 Research & Development and 2000 216,953 177,225 9,530(2) 85,750 3,127 Chief Technology Officer 25,000 Richard P. Riviere 2002 208,000 127,772 - - - Vice President of Transaction 2001 196,712 120,442 - - - Services Chief Executive 2000 172,000 150,831 - - 4,889 Officer of Conference Plus, Inc. - ------------------ (1) Stock options granted during fiscal 2002 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) Represents matching contributions under the Company's 401(k) Profit Sharing Plan for fiscal 2002. (4) Mr. Nelson resigned from the Company effective July 2001 to pursue other business interests. Compensation includes severance.
The following tables set forth the number of stock options granted to each of the Named Executive Officers during fiscal 2002, the stock option exercises and the exercisable and unexercisable stock options held by the Named Executive Officers as of March 31, 2002. For purposes of table computations, the fair market value of the Company's Class A Common Stock at March 31, 2002 was equal to $1.54 per share, the closing sale price on the Nasdaq National Market on March 31, 2002. OPTION GRANTS IN THE LAST FISCAL YEAR
POTENTIAL REALIZABLE VALUE AT ASSUMED ANNUAL RATE OF STOCK PRICE APPRECIATION INDIVIDUAL GRANTS FOR OPTION TERM(2) ----------------- ------------------ NUMBER OF PERCENT OF SECURITIES TOTAL OPTIONS UNDERLYING GRANTED TO EXERCISE OR OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION NAME GRANTED(#) FISCAL YEAR(1) ($/SH) DATE 5% 10% - ---- ---------- -------------- ------ ---- -- --- E. Van Cullens 1,000,000(3) 17.46% 1.950 06/28/11 1,226,345 3,107,798 400,000(6) 6.98% 1.950 06/28/11 490,538 1,243,119 400,000(6) 6.98% 1.950 06/28/11 490,538 1,243,119 76,923(6) 1.34% 1.950 06/28/11 94,334 239,061 J. W. Nelson 100,000(5) 1.75% 1.120 04/10/11 70,736 178,499 81,007(6) 1.41% 2.185 05/30/11 111,315 285,093 Nicholas C. Hindman 75,000(5) 1.31% 2.120 04/10/11 99,994 253,405 20,000(4) .35% 1.135 09/19/11 14,276 36,178 22,883(6) .40% 2.185 05/30/11 31,444 79,686 William J. Noll 75,000(5) 1.31% 2.120 04/10/11 99,994 253,405 38,902(6) .68% 2.185 05/30/11 53,457 135,469 20,000(4) .35% 1.135 09/19/11 14,276 36,178 1,500(6) .03% 1.770 03/14/12 1,670 4,231 John C. Clark 50,000(4) .87% 2.110 04/16/11 66,348 168,140 52,632(6) .92% 2.185 05/30/11 72,323 183,282 20,000(4) .35% 1.135 09/19/11 14,276 36,178 Richard P. Riviere -- -- -- -- -- -- - ------------------ (1) Based on 5,726,973 total options granted to employees, including the Named Executive Officers, in fiscal 2002. (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 appreciated stock price. (3) These options vest over a four-year period with 25% vesting per year and have a 10-year life subject to earlier termination upon the occurrence of certain events related to termination of employment. (4) These options vest over a five-year period with 20% vesting per year and have a 10-year life subject to earlier termination upon the occurrence of certain events related to termination of employment. (5) These options vest over a five-year period with 5% vesting per quarter and have a 10-year life subject to earlier termination upon the occurrence of certain events related to termination of employment. (6) These options are performance-based and vest in full at the earlier of achievement of certain performance goals or eight years after grant date. The options have a ten-year life subject to earlier termination upon the occurrence of certain events related to termination of employment.
OPTION EXERCISES AND FISCAL YEAR-END VALUES
NUMBER OF SECURITIES UNDERLYING UNEXERCISED VALUE OF UNEXERCISED SHARES VALUE OPTIONS AT FISCAL YEAR END IN-THE-MONEY OPTIONS AT ACQUIRED ON REALIZED (#) FISCAL YEAR END ($) E) NAME EXERCISE (#) ($)(1) (EXERCISABLE/UNEXERCISABLE) (EXERCISABLE/UNEXERCISABL - ---- ------------ ------ --------------------------- ------------------------- E. Van Cullens - - 0/1,876,926 - John C. Clark - - 0/122,632 -/8,100 J. William Nelson 5,000 1,400 - - William J. Noll - - 187,750/201,402 -/8,100 Nicholas C. Hindman - - 47,250/136,633 -/8,100 Richard P. Riviere - - 21,600/2,400 - - ------------------ (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 $1.54, the fair market value of the Class A Common Stock at March 31, 2002, and multiplying such amount by the number of shares subject to the option.
EXECUTIVE OFFICER AGREEMENTS The Company has severance agreements with certain Named Executive Officers of the Company. 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. Payments are being made pursuant to these agreements for Mr. Nelson. 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, 2002, outside directors, except for Robert C. Penny III and John W. 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 as described in this paragraph, 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, Seazholtz 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 $15,475, $18,236 and $36,845 in fiscal 2000, 2001 and 2002, 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. In June 2001, trusts for the benefit of Robert C. Penny III, a director of the Company, and other Penny family members, entered into a guaranty of $10 million of the Company's obligations under its revolving credit facility. In consideration of the guarantee, the Company has granted those trusts warrants to purchase 512,820 shares of Class A Common Stock for a period of five years at an exercise price of $1.95 per share (the fair market value on the date of grant) and agreed to grant registration rights with respect to shares acquired upon exercise. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth the beneficial holdings (and the percentages of outstanding shares represented by such beneficial holdings) as of July 23, 2002, of (i) each person (including any "group" as defined in Section 13(d)(3) of the Securities Exchange Act of 1934) known by the Company to own beneficially more than 5% of either class of its outstanding Common Stock, (ii) each director, (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, NUMBER OF NUMBER OF PERCENT OF PERCENT OF PERCENT OF NAMED EXECUTIVE CLASS A CLASS B CLASS A CLASS B TOTAL VOTING OFFICERS AND DIRECTORS SHARES(1)(2) SHARES(2) COMMON STOCK COMMON STOCK POWER(3) - ---------------------- ------------ --------- ------------ ------------ -------- Robert C. Penny III........... -- 18,268,297(4) -- 96.1% 59.9% Melvin J. Simon............... 180,500(5) 19,014,868(4)(6) * 100.0% 62.4% State of Wisconsin Investment Board(7)......... 8,536,559 -- 18.6% -- 6.9% Becker Capital Management (8) 4,488,610 -- 9.8% -- 3.4% Tocqueville Asset Management (9) 2,487,400 5.4% Dimensional Fund Advisors Inc. (10) 2,361,880 5.1% E. Van Cullens................ 352,192 -- * -- * John W. Seazholtz............. 134,500 -- * -- * J. William Nelson(11)......... 375,851 -- * -- * Richard P. Riviere............ 21,600 -- * -- * Nicholas C. Hindman, Sr....... 115,169 -- * -- * William J. Noll............... 290,662 -- * -- * John Clark.................... 51,763 -- * -- * Paul A. Dwyer................. 172,400 -- * -- * Bernard F. Sergesketter....... 52,200 -- * -- * Thomas A. Reynolds III........ 166,500 -- * -- * Roger L. Plummer.............. -- -- * -- * All Directors and Executive Officers as a group (13 Persons)................ 1,913,337 19,014,868 4.1% 100.0% 63.9% - ------------------ * Less than 1% (1) Includes options to purchase shares that are exercisable within 60 days of July 23, 2002 as follows: Mr. Cullens: 305,192; Mr. Simon: 139,000 shares; Mr. Nelson: 25,000 shares; Mr. Noll: 290,662 shares; Mr. Dwyer: 150,400 shares; Mr. Seazholtz: 117,500 shares; Mr. Sergesketter: 52,200 shares; Mr. Reynolds: 26,500 shares; Mr. Riviere: 21,600 shares; Mr. Hindman: 105,169; Mr. John Clark: 51,763; and all directors and officers as a group: 1,284,986 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 45,907,065 of Class A Common Stock and 19,014,869 shares of Class B Common Stock outstanding as of July 23, 2002. (4) Includes 18,268,297 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 5,469,636 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 306, 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; 274,611 shares held in trust for the benefit of Makayla G. Penny, 140,000 shares held in trust for the benefit of EmmaLah Katelyn Penny, Mr. Penny's daughters, and 140,000 shares held in trust for the benefit of Robert Clinton Penny IV, Mr. Penny's son, for which Mr. Simon is trustee and has sole voting and dispositive power. Mr. Simon disclaims beneficial ownership of these shares. (7) The address for this stockholder is P.O. Box 7842, Madison, Wisconsin 53707. (8) The Class A Common stock listed in the table are owned of record by clients of Becker Capital Management, Inc. In its capacity as an investment advisor, Becker Capital Management, Inc. may be deemed to beneficially own the shares listed in the table. The address for this stockholder is 1211 SW 5th Avenue, Portland, Oregon 97204. (9) The Class A Common stock listed in the table are owned of record by clients of Becker Capital Management, Inc. In its capacity as an investment advisor, Tocqueville Asset Management L.P. may be deemed to beneficially own the shares listed in the table. The address for this stockholder is 1675 Broadway, New York, New York 10019. (10) The Class A Common stock listed in the table are owned of record by clients of Becker Capital Management, Inc. In its capacity as an investment advisor, Dimensional Fund Advisors, Inc. may be deemed to beneficially own the shares listed in the table. The address for this stockholder is 1299 Ocean Avenue, Santa Monica, California 90401. (11) Mr. Nelson resigned in July 2001.
The following table gives information about our Company Stock that may be issued upon the exercise of options under all of our existing equity compensation plans as of March 31, 2002. EQUITY COMPENSATION PLAN INFORMATION
NUMBER OF SECURITIES REMAINING NUMBER OF SECURITIES WEIGHTED AVERAGE AVAILABLE FOR FUTURE ISSUANCE TO BE ISSUED UPON EXERCISE PRICE OF UNDER EQUITY COMPENSATION PLANS EXERCISE OF OUTSTANDING (EXCLUDING SECURITIES REFLECTED PLAN CATEGORY OUTSTANDING OPTIONS(A) OPTIONS(B) IN COLUMN A) - ------------- ---------------------- ---------- ------------ Equity compensation plan 9,218,128 $5.61 4,079,740 approved by security holders Equity compensation plans None N/A N/A not approved by security holders
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 $15,475, $18,236 and $36,845 in fiscal 2000, 2001 and 2002, 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. In June 2001, trusts for the benefit of Robert C. Penny III, a director of the Company, and other Penny family members, entered into a guaranty of $10 million of the Company's obligations under its revolving credit facility. In consideration of the guarantee, the Company has granted those trusts warrants to purchase 512,820 shares of Class A Common Stock for a period of five years at an exercise price of $1.95 per share (the fair market value on the date of grant) and agreed to grant registration rights with respect to shares acquired upon exercise. The Company has certain severance agreements with certain Named Executive Officer of the Company. See "Executive Compensation --Executive Officer Agreements" under Item 11 above. 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, 2002. WESTELL TECHNOLOGIES, INC. /s/ Nicholas C. Hindman Chief Financial Officer