##### 









SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549




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FORM 10-KA



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| |   |                                                                                
| | - | -------------------------------------------------------------------------------
| | x | ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
	EXCHANGE ACT OF 1934




For the fiscal year ended December 31,
2001




Commission File Number 333-87267



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POET HOLDINGS, INC.

(Exact name of registrant as specified in its
charter)


|                         |  |                                         
|------------------------ |  | ----------------------------------------
|Delaware                 |  | 94-3221778                              
|(State of incorporation) |  | (I.R.S. Employer Identification
	Number)



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999 Baker Way, Suite 200

San Mateo, California 94404





(650) 577-2500





(Address of principal executive offices and
zip code)


Securities registered pursuant to
Section 12(b) of the Act: None

Securities registered pursuant to
Section 12(g) of the Act: Common Stock, $0.001 par
value

Check whether the issuer (1) filed all
reports required to be filed by Section 13 or 15(d) of the
Exchange Act during the past 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 o

Check if there is no disclosure of delinquent
filers pursuant to Item 405 of Regulation S-K is
contained in this form, and no disclosure will 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.  o




The aggregate market value of the voting stock
held by non-affiliates of the Registrant was approximately
$11,760,000 as of March 1, 2002, based upon the closing
price on the Neuer Markt of the Frankfurt Stock Exchange
reported for such data. This calculation does not reflect a
determination that certain persons are affiliates of the
Registrant for any other purpose.







The number of shares outstanding of each of the
issuers classes of common equity, as of March 1,
2002, was as follows: 10,876,912 shares of Common Stock, $0.001
par value.






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##### 



PART III

ELECTION OF DIRECTORS

Item 10.  Directors,
Executive Officers and Control Persons; Compliance with
Section 16(a) of the Exchange Act

The information required by this item concerning
the Companys executive officers, directors and control
persons is contained in Part III of our form 10-K as previously
filed.

Board Meetings and Committees




The Board of Directors of the Company held a
total of nine meetings during the fiscal year ended
December 31, 2001. No director serving during such fiscal
year attended fewer than 100% of the aggregate of all meetings
of the Board of Directors and the committees of the Board upon
which such director served. The Board of Directors has two
committees: the Audit Committee and the Compensation Committee.




The Audit Committee




The Audit Committee of the Board of Directors,
which consists of directors Dr. Gert Köhler,
Dr. Herbert May and Mr. Gerhard Schulmeyer, was
established on September 15, 1999 and met four times
during the last fiscal year. The Audit Committee recommends
engagement of the Companys independent public accountants.
In addition, the Audit Committee is primarily responsible for
approving the services performed by the Companys
independent public accountants and for reviewing and evaluating
the Companys accounting procedures and its system of
internal accounting controls.




The Compensation Committee




The Compensation Committee of the Board of
Directors, which consists of Dr. Köhler and
Dr. May, met one time during the last fiscal year. The
Compensation Committee reviews and recommends to the Board of
Directors the compensation of all of our officers and directors,
including stock compensation and loans, and establishes and
reviews general policies relating to the compensation of the
Companys employees.




Section 16(a) Beneficial Ownership
Reporting Compliance




Section 16(a) of the Securities Exchange Act
of 1934, as amended, requires the Companys officers and
directors, and persons who own more than ten percent of a
registered class of the Companys equity securities, to
file reports of ownership and changes in ownership with the
Securities and Exchange Commission (the SEC). Such officers,
directors and ten-percent stockholders are also required by SEC
rules to furnish the Company with copies of all forms that they
file pursuant to Section 16(a). A late report on Form 3 was
filed by the Company on May 16, 2001 with respect to the
appointment of Gerhard Schulmeyer to the Board of Directors.
Based solely on its review of the copies of such forms received
by it, or written representations from certain reporting
persons, the Company believes that, other than the exception
described in this paragraph, during fiscal 2001 all executive
officers and directors of the Company complied with all
applicable filing requirements.




1



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##### 



Item 11.  Executive
Compensation




The following Summary Compensation Table sets
forth certain information regarding the compensation of the
Chief Executive Officer of the Company and the five next most
highly compensated executive officers of the Company (the Named
Executive Officers) for services rendered in all capacities to
the Company in the fiscal years ended December 31, 2001,
2000 and 1999.




Summary Compensation Table




|                             |                                      |        |      |                     |  |             |         |              |     |                    |       |        |  |  |        |         |  |   |        |       |    
|---------------------------- | ------------------------------------ | ------ | ---- | ------------------- |  | ----------- | ------- | ------------ | --- | ------------------ | ----- | ------ |  |  | ------ | ------- |  | - | ------ | ----- | ---
|                             |                                      |        |      |                     |  |             |         | Long-Term    |     |                   
|                             |                                      |        |      |                     |  |             |         | Compensation |     |                   
|                             |                                      |        |      |                     |  |             |         | Awards       |     |                   
|                             |                                      |        |      |                     |  |             |         |             
|                             |                                      |        |      | Annual Compensation |  | Securities  |         |             
|                             |                                      | Fiscal |      |                     |  | Underlying  |         | All Other   
|Name and Principal Positions |                                      | Year   |      | Salary($)(a)        |  | Bonus($)(a) |         | Options(#)   |     | Compensation($)(a)
|                             |                                      |        |      |                     |  |             |         |              |     |                   
|Dirk Bartels                 |                                      |        | 2001 |                     |  | $           | 223,119 |              |     | $                  |      |        |  |  | 30,000 |         |  | $ | 13,555 | (f)  
|                             | President, Chief Executive Officer   |        |      | 2000                |  |             |         | 223,774      |     |                    |       | 10,000 |  |  |        |        |  |   |        | 1,535 | (e)
|                             | and Director                         |        |      | 1999                |  |             |         | 214,793      |     |                    |       | 325    |  |  |        |        |  |   |        | 433   | (e)
|David Guinther               |                                      |        | 2001 |                     |  |             | 192,182 | (b)          |     |                    |      |        |  |  | 12,000 |         |  |   | 311    | (e)  
|                             | Vice President of North American     |        |      | 2000                |  |             |         | 216,373      | (c) |                    |       |       |  |  |        | 10,000  |  |   |        | 120   | (e)
|                             | Operations  FastObjects             |        |      | 1999                |  |             |         | 231,419      | (l) |                    |       | 325    |  |  |        | 40,000  |  |   |        | 303   | (e)
|Robert Helgerth              |                                      |        | 2001 |                     |  |             | 160,411 | (d)          |     |                    |      |        |  |  | 70,000 |         |  |   | 6,020  | (f)  
|                             | Vice President of Field Operations  |        |      | 2000                |  |             |         | 151,405      | (g) |                    |       |       |  |  |        |        |  |   |        | 5,525 | (f)
|                             | eSupplier Solutions for Europe       |        |      | 1999                |  |             |         |             |     |                    |       |       |  |  |        |        |  |   |        |      |    
|Michael Hogan                |                                      |        | 2001 |                     |  |             | 174,250 | (h)          |     |                    |      |        |  |  | 10,000 |         |  |   | 446    | (e)  
|                             | Vice President of Field Operations  |        |      | 2000                |  |             |         | 160,000      |     |                    |       | 48,500 |  |  |        | 37,500  |  |   |        | 108   | (e)
|                             | eSupplier Solutions for North        |        |      | 1999                |  |             |         | 119,731      |     |                    |       | 27,825 |  |  |        |        |  |   |        | 433   | (e)
|                             | America and Asia-Pacific             |        |      |                     |  |             |         |              |     |                    |       |        |  |  |        |         |  |   |        |       |    
|Volker Smid                  |                                      |        | 2001 |                     |  |             | 155,918 | (i)          |     |                    |      |        |  |  | 36,250 |         |  |   | 44,221 | (k)  
|                             | Vice President of Marketing and      |        |      | 2000                |  |             |         | 137,421      | (j) |                    |       | 25,000 |  |  |        | 112,500 |  |   |        |      |    
|                             | Sales                                |        |      | 1999                |  |             |         |             |     |                    |       |       |  |  |        |        |  |   |        |      |    
|Jerry Wong                   |                                      |        | 2001 |                     |  |             | 180,000 |              |     |                    | 5,000 |        |  |  | 16,000 |         |  |   | 446    | (e)  
|                             | Executive Vice President of U.S.     |        |      | 2000                |  |             |         | 160,000      |     |                    |       | 25,000 |  |  |        |        |  |   |        | 180   | (e)
|                             | Operations and Vice President        |        |      | 1999                |  |             |         | 150,000      |     |                    |       | 325    |  |  |        | 20,000  |  |   |        | 433   | (e)
|                             | of Finance                           |        |      |                     |  |             |         |              |     |                    |       |        |  |  |        |         |  |   |        |       |    







|    |                                                                                                                                                                                                                                                                                                                                                                          
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(a) | For Mssrs. Bartels, Helgerth and Smid, such
	amounts include U.S. dollar amounts converted from
	Deutsche Mark based on an exchange rate of DM2.18 to the
	dollar, the average exchange rate for 2001, an exchange rate of
	DM2.12 to the dollar, the average exchange rate for 2000, and an
	exchange rate of DM1.84 to the dollar, the average exchange rate
	for 1999.
|   
|   
|   
|(b) | Includes $36,182 earned as commissions.                                                                                                                                                                                                                                                                                                                                  
|   
|   
|   
|(c) | Includes $72,373 earned as commissions.                                                                                                                                                                                                                                                                                                                                  
|   
|   
|   
|(d) | Includes $38,851 earned as commissions.                                                                                                                                                                                                                                                                                                                                  
|   
|   
|(e) | Consists of premiums paid by us for term life
	insurance.                                                                                                                                                                                                                                                                                                                
|   
|(f) | Represents the dollar value of the benefit to the
	executive officer for the company-sponsored automobile and of
	the remainder of a premium paid by us for term life insurance.                                                                                                                                                                                         
|   
|   
|(g) | Includes $35,484 earned as commissions.                                                                                                                                                                                                                                                                                                                                  
|   
|   
|   
|(h) | Includes $14,250 earned as commissions.                                                                                                                                                                                                                                                                                                                                  
|   
|   
|   
|(i) | Includes $5,456 earned as commissions.                                                                                                                                                                                                                                                                                                                                   
|   
|   
|   
|(j) | Includes $41,226 earned as commissions.                                                                                                                                                                                                                                                                                                                                  
|   
|   
|   
|(k) | Includes $40,000 in connection with
	Mr. Smids termination, $3,775 of relocation
	reimbursements and $446 of premiums paid by us for term life
	insurance.                                                                                                                                                                                                              
|   
|   
|   
|(l) | Includes $106,419 earned as commissions.                                                                                                                                                                                                                                                                                                                                 
|   

2



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Option Grants in Last Fiscal
Year.The following table sets
forth information with respect to stock options granted to each
of the named executive officers during the fiscal year ended
December 31, 2001. All of these options were granted under
our 1995 Stock Plan or our 2001 Nonstatutory Stock Option Plan
and have a term of ten years, subject to earlier
termination in the event the optionees services to us
cease. See  Stock Option Plans for a description of
material terms of these options. In accordance with the rules of
the U.S. Securities and Exchange Commission, also shown below is
the potential realizable value over the term of the option, the
period from the grant date to the expiration date, based on
assumed rates of stock appreciation of 5% and 10%, compounded
annually. These amounts are based on assumed rates of
appreciation and do not represent our estimate of our future
stock price. Actual gains, if any, on stock option exercises
will be dependent on the future performance of our common stock.




OPTION GRANTS IN LAST FISCAL YEAR




|                |  |            |        |               |  |              |      |            |  |                      |      |     |  |  |           |  |  |   |        |  |  |   |         | 
|--------------- |  | ---------- | ------ | ------------- |  | ------------ | ---- | ---------- |  | -------------------- | ---- | --- |  |  | --------- |  |  | - | ------ |  |  | - | ------- | 
|                |  |            |        |               |  |              |      |            |  |                     
|                |  |            |        |               |  |              |      |            |  | Potential Realizable
|                |  |            |        |               |  |              |      |            |  | Value at Assumed    
|                |  | Number     |        | Percent of    |  |              |      |            |  | Annual              
|                |  | of         |        | Total Options |  |              |      |            |  | Rates of Stock      
|                |  | Securities |        | Granted to    |  |              |      |            |  | Appreciation        
|                |  | Underlying |        | Employees     |  | Exercise     |      |            |  | for Option Term(3)  
|                |  | Options    |        | During        |  | Price        |      | Expiration |  |                     
|Name            |  | Granted(#) |        | Period(1)     |  | ($/share)(2) |      | Date       |  | 5%                   |      | 10%
|                |  |            |        |               |  |              |      |            |  |                      |      |    
|Dirk Bartels    |  |            | 30,000 |               |  |              | 5.3  | %          |  | $                    | 3.85 |     |  |  | 4/20/2011 |  |  | $ | 72,637 |  |  | $ | 184,077 | 
|David Guinther  |  |            | 5,000  |               |  |              | *    |            |  |                      | 3.85 |     |  |  | 4/20/2011 |  |  |   | 12,106 |  |  |   | 30,680  | 
|                |  |            | 7,000  |               |  |              | 1.2  | %          |  |                      | 1.19 |     |  |  | 7/30/2011 |  |  |   | 5,239  |  |  |   | 13,276  | 
|Robert Helgerth |  |            | 70,000 |               |  |              | 12.4 | %          |  |                      | 1.19 |     |  |  | 7/30/2011 |  |  |   | 52,387 |  |  |   | 132,759 | 
|Michael Hogan   |  |            | 10,000 |               |  |              | 1.8  | %          |  |                      | 3.85 |     |  |  | 4/20/2011 |  |  |   | 24,212 |  |  |   | 61,359  | 
|Volker Smid     |  |            | 10,000 |               |  |              | 1.8  | %          |  |                      | 3.85 |     |  |  | 4/20/2011 |  |  |   | 24,212 |  |  |   | 61,359  | 
|                |  |            | 26,250 |               |  |              | 4.6  | %          |  |                      | 1.19 |     |  |  | 7/30/2011 |  |  |   | 19,645 |  |  |   | 49,785  | 
|Jerry Wong      |  |            | 16,000 |               |  |              | 2.8  | %          |  |                      | 3.85 |     |  |  | 4/20/2011 |  |  |   | 38,740 |  |  |   | 98,175  | 







|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|*   | Represents less than 1% of the total options
	granted under our 1995 Stock Plan and our 2001 Nonstatutory
	Stock Option Plan during the fiscal year ended December 31,
	2001.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   
|   
|   
|(1) | Based on an aggregate of 565,252 options we
	granted under our 1995 Stock Plan and our 2001 Nonstatutory
	Stock Option Plan during the fiscal year ended December 31,
	2001, to employees and consultants of POET Holdings, including
	the named executive officers.                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   
|   
|   
|(2) | Options were granted at an exercise price equal
	to the fair market value of the Companys Common Stock, as
	determined by reference to the closing price reported on the
	Neuer Markt of the Frankfurt Stock Exchange or the date of
	grant. The Board of Directors based its determination on the
	Companys financial results and prospects or the share
	price derived for arms-length transactions.                                                                                                                                                                                                                                                                                                                                        
|   
|   
|   
|(3) | Potential realizable values are (i) net of
	exercise price before taxes, (ii) based on the assumption
	that the Common Stock of the Company appreciates at the annual
	rate shown (compounded annually) from the date of grant until
	the expiration of the ten-year option term, (iii) based on
	the assumption that the option is exercised at the exercise
	price and sold on the last day of its term at the appreciated
	price and converted from euros to U.S. dollars at an exchange
	rate reported by The Wall Street Journal for December 31,
	2001 of $0.8915 per euro. These numbers are calculated based on
	the requirements promulgated by the Commission and do not
	reflect the Companys estimate of future stock price growth.
|   

3



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##### 



AGGREGATED OPTION EXERCISES IN LAST FISCAL
YEAR

AND FISCAL YEAR-END OPTION VALUES


The following table sets forth stock option
exercises and the value of unexercised stock options held by the
named executive officers during the last fiscal year.




|                |  |                |   |          |  |                         |   |                      |  |        |        |          |  |  |         |  |  |   |       |  |  |   |        | 
|--------------- |  | -------------- | - | -------- |  | ----------------------- | - | -------------------- |  | ------ | ------ | -------- |  |  | ------- |  |  | - | ----- |  |  | - | ------ | 
|                |  |                |   |          |  |                         |   |                     
|                |  |                |   |          |  | Number of Securities    |   | Value of Unexercised
|                |  |                |   |          |  | Underlying Unexercised  |   | In-The-Money        
|                |  |                |   |          |  | Options at December 31, |   | Options at          
|                |  | Shares         |   | Value    |  | 2001                    |   | December 31, 2001(2)
|                |  | Acquired       |   | Realized |  |                         |   |                     
|Name            |  | on Exercise(#) |   | ($)(1)   |  | Vested                  |   | Unvested             |  | Vested |        | Unvested
|                |  |                |   |          |  |                         |   |                      |  |        |        |         
|Dirk Bartels    |  |                |  |          |  | $                       |  |                      |  |        | 7,500  |          |  |  | 22,500  |  |  | $ |      |  |  | $ |       | 
|David Guinther  |  |                |  |          |  |                         |  |                      |  |        | 24,735 |          |  |  | 31,168  |  |  |   | 7,169 |  |  |   | 8,902  | 
|Robert Helgerth |  |                |  |          |  |                         |  |                      |  |        | 54,166 |          |  |  | 115,834 |  |  |   |      |  |  |   | 28,700 | 
|Michael Hogan   |  |                |  |          |  |                         |  |                      |  |        | 19,862 |          |  |  | 28,438  |  |  |   | 840   |  |  |   | 656    | 
|Volker Smid     |  |                |  |          |  |                         |  |                      |  |        | 45,312 |          |  |  |        |  |  |   |      |  |  |   |       | 
|Jerry Wong      |  |                |  |          |  |                         |  |                      |  |        | 19,416 |          |  |  | 24,084  |  |  |   | 5,250 |  |  |   | 2,625  | 







|    |                                                                                                                                                                                                                                                                                                                                     
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Market value of the Companys Common Stock
	at the exercise date minus the exercise price.                                                                                                                                                                                                                                          
|   
|   
|(2) | Market value of the Companys Common Stock
	at fiscal year-end minus the exercise price. The market value of
	the Companys Common Stock on December 31, 2001, was
	$1.60 per share, based on an exchange rate of $0.8915 per 1.00
	euro, the exchange rate in effect on December 31, 2001, as
	reported by The Wall Street Journal.
|   

Director Compensation




In fiscal year 2001, members of the Board of
Directors were not compensated in cash for their services as
members of the Board of Directors, although they were reimbursed
for some of their expenses incurred in connection with
attendance at Board and Committee meetings.







Under the Companys 1995 Stock Plan,
nonemployee directors are eligible to receive stock option
grants at the discretion of the Board of Directors. In addition,
the Companys 1999 Director Stock Option Plan (the Director
Option Plan) was initially adopted by the Board of Directors on
September 15, 1999, and was initially approved by the
stockholders on November 4, 1999. An amendment to the
Director Option Plan was approved by the Board of Directors on
March 28, 2001 and by the stockholders at the 2001 Annual
Meeting of Stockholders. The Director Option Plan provides for
the automatic and non-discretionary grant of a non-statutory
stock option to purchase 40,000 shares of the Companys
Common Stock to each non-employee director on the later of the
effective date of the Director Option Plan or the date on which
such person becomes a director. Thereafter, each non-employee
director will be automatically granted a non-statutory stock
option to purchase 10,000 shares of Common Stock on the date of
each Annual Meeting of Stockholders if, on such date, he or she
remains an outside director and has served on the Board for at
least the six months preceding the Annual Meeting. The initial
option grant vests 25% one year after the date of grant and an
additional 25% each anniversary of the date of grant thereafter,
provided that the optionee continues to serve as an outside
director. Each subsequent option grant shall vest 100% four
years after the date of grant. The Director Option Plan provides
that the exercise price shall be equal to the fair market value
of the Common Stock on the date of grant of the options.







Change of Control and Severance
Agreements







We entered into an employment contract with
Jörg Tewes on September 29, 1997, which provides that
Mr. Tewes will serve as a managing director of POET
Software GmbH for a term ending on the last day of the month in
which Mr. Tewes turns 60 years old. Either
Mr. Tewes or we may terminate this agreement at the end of
each calendar quarter by giving at least three months
written notice, except that we can terminate Mr. Tewes
employment with us sooner if he materially breaches his duties
under this agreement. As part of




4



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##### 






his remuneration, we granted Mr. Tewes
options to purchase 20,000 shares of our common stock,
which vest over a four-year period beginning on July 1,
1998. Mr. Tewes left the Company on March 31, 2001.





We entered into an employment contract with
Jochen Witte on May 19, 1993, which, as amended on
September 10, 1998, provides that Mr. Witte will serve
as our managing director for a term ending on the last day of
the month in which Mr. Witte turns 60 years old.
Either Mr. Witte or we may terminate this agreement at the
end of each calendar quarter by giving at least three
months written notice, except that we can terminate
Mr. Wittes employment with us sooner if he materially
breaches his duties under this agreement.

We entered into a Change of Control Severance
Agreement with Michael Hogan on April 2, 1997, which
provides that in the event Mr. Hogans employment is
terminated within 12 months of a change of control of POET
Holdings, the vesting of his stock options will accelerate as to
that number of options equal to that number of options that
would vest over the next 12 months.




We entered into a Change of Control Severance
Agreement with Jerry Wong on November 14, 1995, which
provides that in the event Mr. Wongs employment is
terminated within 12 months of a change of control of POET
Holdings, the vesting of his stock options will accelerate as to
that number of options equal to that number of options that
would vest over the next 12 months.







We entered into a Settlement Agreement and
Release with Volker Smid, the former Vice President of Sales and
Marketing at our subsidiary POET Software Corporation, on
August 21, 2001, pursuant to which Mr. Smid and the
Company mutually agreed to terminate Mr. Smids
employment. The agreement provides for, among other things,
payment by the Company of relocation expenses and $40,000 in
severance pay, the continuation of certain benefits, and the
Companys waiver of repayment of a $25,000 signing
bonus paid to Mr. Smid.




5



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##### 



Item 12.  Security Ownership
of Certain Beneficial Owners and Management




The following table sets forth as of
March 31, 2002, certain information with respect to the
beneficial ownership of the Companys Common Stock by
(i) any person (including any group as that term is used in
Section 13(d)(3) of the Securities Exchange Act of 1934, as
amended (the Exchange Act)), known by the Company to be the
beneficial owner of more than 5% of the Companys voting
securities, (ii) each director and each nominee for
director to the Company, (iii) each of the executive
officers named in the Summary Compensation Table appearing
herein, and (iv) all current executive officers and
directors of the Company as a group. The number and percentage
of shares beneficially owned are based on the aggregate of
10,876,912 shares of Common Stock outstanding as of
March 31, 2002. The Company does not know of any
arrangements, including any pledge by any person of securities
of the Company, the operation of which may at a subsequent date
result in a change of control of the Company.







|                                                              |                                    |           |           |            |  |  |       |   | 
|------------------------------------------------------------- | ---------------------------------- | --------- | --------- | ---------- |  |  | ----- | - | 
|                                                              |                                    | Number of |           | Percent of
|Names and Addresses of Beneficial Owners(1)                   |                                    | Shares    |           | Total     
|                                                              |                                    |           |           |           
|Officers and Directors:                                       |                                    |           |           |            |  |  |       |  
|Dirk Bartels(2)                                               |                                    |           | 792,461   |            |  |  | 7.29  | %
|David Guinther(3)                                             |                                    |           | 43,611    |            |  |  | *     |  
|Robert Helgerth(4)                                            |                                    |           | 64,583    |            |  |  | *     |  
|Michael Hogan(5)                                              |                                    |           | 61,732    |            |  |  | *     |  
|Jerome Lecoeur                                                |                                    |           |          |            |  |  |      |  
|Herbert May(6)                                                |                                    |           | 5,000     |            |  |  | *     |  
|Gerhard Schulmeyer(7)                                         |                                    |           | 10,000    |            |  |  | *     |  
|Volker Smid                                                   |                                    |           |          |            |  |  |      |  
|Jörg Tewes(8)                                                 |                                    |           | 12,293    |            |  |  | *     |  
|Jochen Witte(9)                                               |                                    |           | 417,206   |            |  |  | 3.84  | %
|Jerry Wong(10)                                                |                                    |           | 54,572    |            |  |  | *     |  
|Gert Köhler(11)                                               |                                    |           | 565,436   |            |  |  | 5.20  | %
|All directors and executive officers as a group
	(12 persons) |                                    |           | 2,026,894 |            |  |  | 18.63 | %
|5% Stockholders:                                              |                                    |           |           |            |  |  |       |  
|European Technologies Holding N.V.(12)                        |                                    |           | 1,102,444 |            |  |  | 10.14 | %
|                                                              | De Biender 5                       |           |           |            |  |  |       |   | 
|                                                              | NL-1852 ED Heiloo, The Netherlands |           |           |            |  |  |       |   | 
|Sigma Partners(13)                                            |                                    |           | 552,670   |            |  |  | 5.08  | %
|                                                              | 2884 Sand Hill Road, Suite 121     |           |           |            |  |  |       |   | 
|                                                              | Menlo Park, CA 94025               |           |           |            |  |  |       |   | 







|    |                                                                                                                                                                         
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|*   | Represents less than 1%.                                                                                                                                                
|   
|(1) | Unless otherwise indicated, the address of each
	officer, director or 5% stockholder is c/o POET Holdings, Inc.,
	999 Baker Way, Suite 200, San Mateo, California 94404.
|   
|   
|(2) | Includes 10,625 shares issuable upon exercise of
	options held by Mr. Bartels exercisable within 60 days
	of March 31, 2001.                                            
|   
|   
|   
|(3) | Includes 31,505 shares issuable upon exercise of
	options held by Mr. Guinther exercisable within
	60 days of March 31, 2002.                                           
|   
|   
|   
|(4) | Includes 64,583 shares issuable upon exercise of
	options held by Mr. Helgerth exercisable within
	60 days of March 31, 2002.                                           
|   
|   
|   
|(5) | Includes 25,433 shares issuable upon exercise of
	options held by Mr. Hogan exercisable within 60 days
	of March 31, 2002.                                              
|   
|   
|   
|(6) | Includes 5,000 shares issuable upon exercise of
	options held by Dr. May exercisable within 60 days of
	March 31, 2002.                                                 
|   

6



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##### 





|    |                                                                                                                                                                                                                                 
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(7) | Includes 10,000 shares issuable upon exercise of
	options held by Mr. Schulmeyer exercisable within
	60 days of March 31, 2002.                                                                                                 
|   
|   
|   
|(8) | Includes 1,250 shares subject to repurchase by
	us, which lapses over time.                                                                                                                                                     
|   
|   
|   
|(9) | Includes 150,000 shares held by Mrs. Witte,
	and also includes 10,625 shares and 864 shares
	issuable upon exercise of an option held by Mr. Witte and
	Mrs. Witte, respectively, exercisable within 60 days
	of March 31, 2001.
|   



|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|(10) | Includes 25,249 shares issuable upon exercise of
	options held by Mr. Wong exercisable within 60 days of
	March 31, 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    
|    
|    
|(11) | Comprised of 555,436 shares held by
	Köhler Technovision Vermogensverwalrungs KG (Am Eschenhorst
	20, 61381 Friedrichsdorf) and 10,000 shares issuable upon
	exercise of options held by Dr. Köhler exercisable
	within 60 days of March 31, 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    
|    
|    
|(12) | Comprised of 1,084,877 shares and a warrant to
	purchase 17,567 shares held by European Technologies Holding
	N.V. Mr. Albertus G.J. Lucassen is the sole managing
	director of European Technologies Holding N.V. and thus may be
	deemed to have an indirect pecuniary interest in an
	indeterminate portion of the shares beneficially owned by
	European Technologies Holding N.V. Mr. Lucassen disclaims
	beneficial ownership of such shares except to the extent of his
	pecuniary interest therein.                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    
|    
|    
|(13) | Includes (i) 475,965 shares and a warrant to
	purchase 7,207 shares held by Sigma Partners III,
	(ii) 59,333 shares and a warrant to purchase 1,783 shares
	held by Sigma Associates III, and (iii) 8,184 shares and a
	warrant to purchase 198 shares held by Sigma Investors III.
	Sigma Partners III, Sigma Associates III and Sigma Investors III
	are affiliated with Sigma Partners. Mr. Jamieson was a
	director of POET Holdings from April 7, 1995, to
	December 1, 1999, and is a general partner of Sigma
	Partners and may be deemed to control Sigma Partners III, Sigma
	Associates III and Sigma Investors III. Accordingly,
	Mr. Jamieson may be deemed to have an indirect pecuniary
	interest in an indeterminate portion of the shares beneficially
	owned by Sigma Partners III, Sigma Associates III and Sigma
	Investors III. Mr. Jamieson disclaims beneficial ownership
	of such shares except to the extent of his pecuniary interest
	therein.
|    

Item 13.  Related Party
Transactions

In the Companys last fiscal year, there has
not been nor is there currently proposed any transaction or
series of similar transactions to which the Company was or is to
be a party in which the amount involved exceeds $60,000 and in
which any director, executive officer, holder of more than 5% of
the common stock of the Company or any member of the immediate
family of any of the foregoing persons had or will have a direct
or indirect material interest other than (1) compensation
agreements and other arrangements, which are described where
required in Change of Control and Severance Agreements and (2)
the transactions described below.

Indemnification

The Company has entered into indemnification
agreements with each of its directors and officers. These
indemnification agreements require the Company to indemnify its
directors and officers to the fullest extent permitted by
Delaware law.

Conflict of Interest Policy




The Company believes that all transactions with
affiliates described above were made on terms no less favorable
to the Company than could have been obtained from unaffiliated
third parties.







As required by Company policy, all future
transactions, including loans, between the Company and its
officers, directors, principal stockholders and their affiliates
will be approved by a majority of the Board, including a
majority of the independent and disinterested outside directors,
and will continue to be on terms no less favorable to the
Company than could be obtained from unaffiliated third parties.




7



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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 Amendment to its Annual Report on
Form 10-K to be signed, on its behalf by the undersigned,
thereunto duly authorized.



| |                    
| | -------------------
| | POET HOLDINGS, INC.



| |     |                
| | --- | ---------------
| | By: | /s/DIRK BARTELS

| |                        
| | -----------------------
| |                        
| | Dirk Bartels           
| | President and          
| | Chief Executive Officer
|
|
| | Date: April 30, 2002   
|




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 and on the dates indicated.







|                                          |  |                                                                                                           |  |               
|----------------------------------------- |  | --------------------------------------------------------------------------------------------------------- |  | --------------
|Name                                      |  | Title                                                                                                     |  | Date          
|                                          |  |                                                                                                           |  |               
|                                         
|/s/ DIRK BARTELSDirk Bartels              |  | President, Chief Executive Officer and Director                                                           |  | April 30, 2002
|                                         
|/s/ JOCHEN WITTEJochen Witte              |  | Chief Financial Officer and
	Executive Vice President
	of European Operations                             |  | April 30, 2002
|                                         
|/s/ JERRY WONGJerry Wong                  |  | Executive Vice President of
	U.S. Operations, Principal Accounting Officer and Vice President
	of Finance |  | April 30, 2002
|                                         
|/s/ GERT KÖHLERGert
	Köhler               |  | Director                                                                                                  |  | April 30, 2002
|                                         
|Herbert May                               |  | Director                                                                                                  |  |               
|                                         
|/s/ GERHARD
	SCHULMEYERGerhard Schulmeyer |  | Director                                                                                                  |  | April 30, 2002




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