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The financial information included in our annual report on Form 10-K
for the fiscal year ended March 31, 2000, and our quarterly report on Form 10-Q
for the fiscal quarter and nine months ended December 31, 2000 is incorporated
herein by reference. In addition, we plan to file our Annual Report on Form 10-K
for the fiscal year ended March 31, 2001 on or about June 30, 2001. See
"Additional Information" in section 16 for instructions on how you can obtain
copies of our SEC filings, including filings that contain our financial
statements.
10. INTERESTS OF DIRECTORS AND OFFICERS.
A list of our directors and executive officers is attached to this
offer as Exhibit A. All of our directors and executive officers are eligible to
participate in this offer. Our directors and executive officers, as a group,
hold, in the aggregate, 3,079,929 eligible options with a weighted average
exercise price of $7.84. We understand that all of such persons intend to
tender all of their eligible options in the exchange.
Neither we, nor to the best of our knowledge, any of our directors or
executive officers, nor any of our affiliates or affiliates of our directors or
executive officers, engaged in transactions involving the options or our common
stock during the 60 days prior to this offer to exchange, except that one of our
officers, Valerie J. Remmers, purchased an aggregate of 5,637 shares at a per
share price of $0.612.
11. STATUS OF OPTIONS ACQUIRED BY US IN THE OFFER; ACCOUNTING CONSEQUENCES OF
THE OFFER.
Options we acquire pursuant to the offer will be canceled and, if such
options were originally issued under a Plan, the shares of common stock subject
to those options will be returned to the pool of shares available for grants of
new options under such Plan, including for issuance upon the exercise of new
options issued by us pursuant to the offer. To the extent such shares are not
fully reserved for issuance upon exercise of the new options to be granted in
connection with the offer, the shares will be available for future awards to
employees, directors and other eligible Plan participants without further
stockholder action, except as required by applicable law or the rules of the
Nasdaq National Market or any other securities quotation system or any stock
exchange on which our common stock is then quoted or listed.
We believe that we will not incur any compensation expense solely as a
result of the transactions contemplated by the offer because we will not grant
any new options to participants in this offer until a business day that is at
least six months and one day after the date that we accept and cancel options
tendered for exchange; and the exercise price of all new options will equal the
market value of the common stock on the date we grant the new options. We expect
to incur compensation expense in connection with any repricing of the Daisytek
employee options.
12. LEGAL MATTERS; REGULATORY APPROVALS.
We are not aware of any license or regulatory permit that appears to be
material to our business that might be adversely affected by our exchange of
options and issuance of new options as contemplated by the offer, or of any
approval or other action by any government or