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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
 Amendment No. 1 to Form 10-K/A For Annual and Transitional Reports Pursuant to Sections 13 or 15(d)
of The Securities Exchange Act of 1934 x
    
    Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
 For the fiscal year ended December 31, 2003 o
    
    Transition Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
 Commission File No. 0-25040 Applix, Inc.  Massachusetts
(State or other jurisdiction of
incorporation or organization)
    
    04-2781676
(I.R.S. Employer
Identification No.)289 Turnpike Road, Westborough,
Massachusetts
(Address of principal executive offices)
    
    01581-2831
(Zip Code)
 Registrants telephone number, including area code:(508) 870-0300 Securities registered pursuant to Section 12(b) of the Act:None Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.0025 par value 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 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. [ ] Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Securities Exchange Act of 1934).
Yes [ ] No
[X] The aggregate market value of Common Stock held by non-affiliates of the
registrant was $17,551,130 based on the closing price of the Common Stock on
the NASDAQ SmallCap on June 30, 2003. On March 12, 2004, the Registrant had 14,139,646 outstanding shares of
common stock.




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Documents Incorporated By Reference Document Part
    
    Form 10-KPortions of the Registrants Definitive Proxy Statement for the
Annual Stockholders Meeting to be held on May 27, 2004 to be
filed with the United States Securities and Exchange Commission
    
    Part III




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Explanatory Note This Amendment No. 1 on Form 10-K/A to the Registrants Annual Report on
Form 10-K originally filed with the United States Securities and Exchange
Commission (the Commission) on March 30, 2004 is being filed for the purpose
of amending and restating the exhibit index contained in Item 15 of the
original Annual Report on Form 10-K to correct the numbering of the exhibits
and to include in the exhibit index exhibits previously filed by the Registrant
with the Commission during the fiscal year ended December 31, 2003. The Annual
Report on Form 10-K, as amended by this Amendment No. 1 on Form 10-K/A, is
referred to herein as Annual Report on Form 10-K/A. This Amendment No. 1 on Form 10-K/A does not reflect events occurring
after the filing of the original Annual Report on Form 10-K on March 30, 2004,
or modify or update the disclosures presented in the original Annual Report on
Form 10-K, except to reflect the revisions as described above.




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APPLIX, INC. FORM 10-K/A TABLE OF CONTENTS PART IVItem 15.
    
    Exhibits, Financial Statement Schedules, and Reports on Form 8-K
    
    
    2Signatures
    
    
    5Exhibit Index
    
    
    6EX-31.3 SECT. 302 CERTIFICATION OF C.E.O.EX-31.4 SECT. 302 CERTIFICATION OF C.F.O.
  1




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##### Table of Contents



PART IV 
 Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K (a) The following are filed as part of this Annual Report on Form 10-K/A 1. Consolidated Financial Statements. The consolidated financial statements listed in the Index to Consolidated
Financial Statements in the Annual Report on Form 10-K, originally filed with
the Commission on March 30, 2004, are incorporated herein by reference. 2. Consolidated Financial Statement Schedule. The consolidated financial statement schedule listed in the Index to
Consolidated Financial Statements in the Annual Report on Form 10-K, originally
filed with the Commission on March 30, 2004, is incorporated herein by
reference. 3. Exhibits. The exhibits filed as a part of this Annual Report on Form 10-K/A are as
follows: 2.1(1)
    
    
    
    Asset Purchase Agreement, dated January 21, 2003, by and between iET Acquisition, LLC and the Registrant.3.1(2)
    
    
    
    Restated Articles of Organization.3.2(2)
    
    
    
    By-laws.4.1(3)
    
    
    
    Form of Rights Agreement, dated as of September 18, 2000, between the Registrant and American Stock
Transfer & Trust Company, which includes as Exhibit A the terms of the Series A Junior Participating
Preferred Stock, as Exhibit B the Form of Rights Certificate, and as Exhibit C the Summary of Rights to
Purchase Preferred Stock.4.2(13)
    
    
    
    First Amendment to Form of Rights Agreement, dated February 27, 2004, between the Registrant and
American Stock Transfer & Trust Company.10.1(4)
    
    
    
    Applix, Inc. 1994 Equity Incentive Plan, as amended.10.2(2)
    
    
    
    Applix, Inc. 1984 Stock Option Plan.10.3(5)
    
    
    
    Applix, Inc. 2000 Director Stock Option Plan, as amended.10.4(6)
    
    
    
    Applix, Inc. 2001 Employee Stock Purchase Plan.10.5(7)
    
    
    
    Single Tenant Commercial Lease by and between Westborough Land Realty Trust and the Registrant, dated
January 23, 2001.10.6*
    
    
    
    Letter of Intent Single Tenant Commercial Lease by and between Westborough Land Realty Trust and the
Registrant, dated December 12, 2003.10.7*
    
    
    
    First Amendment of Single Tenant Commercial Lease by and between Westborough Land Realty Trust and the
Registrant dated December 31, 2003.10.8*
    
    
    
    Second Amendment of Single Tenant Commercial Lease by and between Westborough Land Realty Trust and the
Registrant dated January 22, 2004.10.9(14)
    
    
    
    Severance Agreement, dated February 27, 2003, between the Registrant and Alan Goldsworthy.10.10(6)
    
    
    
    Executive Stock Option Acceleration Agreement between the Registrant and Craig Cervo, dated June 9, 2000.10.11(15) 
    
    
    
    Executive Change-in-Control Agreement between the Registrant and Craig Cervo, dated April 9, 2003.10.12(16) 
    
    
    
    Retention Agreement between the Registrant and David C. Mahoney, dated May 1, 2003.10.13(16) 
    
    
    
    Retention Agreement between the Registrant and Milton A. Alpern, dated June 16, 2003.10.14(11)
    
    
    
    Borrower Agreement by the Registrant, Applix (UK) Limited, Applix Australia Pty, Ltd., Veriteam, Ltd. in
favor of the Export-Import Bank and Silicon Valley Bank.10.15(11)
    
    
    
    Loan and Security Agreement, dated December 5, 2001 between the Registrant and Silicon Valley Bank.10.16(11)
    
    
    
    Non-Recourse Receivables Purchase Agreement dated December 31, 2001, between the Registrant and Silicon
Valley Bank.10.17(17)
    
    
    
    Purchase Agreement by and between Brad Fire and the Registrant, dated February 27, 2004.10.18(18)
    
    
    
    Purchase Agreement by and between Jeffrey A. Dryer and the Registrant, dated February 27, 2004.10.19(19)
    
    
    
    Loan and Security Agreement, dated March 19, 2004 between the Registrant and Silicon Valley Bank.
 2




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10.20(12)
    
    
    
    Applix, Inc. 2003 Director Equity Plan.21.1*
    
    
    
    Subsidiaries of the Registrant.23.1*
    
    
    
    Consent of Deloitte & Touche LLP.23.2*
    
    
    
    Consent of Ernst & Young LLP.31.1*
    
    
    
    Certification Pursuant to Rule 13a-14(a) and 15d-14(a) of the Exchange Act, as Adopted Pursuant to
section 302 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer) (regarding Annual Report on Form
10-K for the fiscal year ended December 31, 2003).31.2*
    
    
    
    Certification Pursuant to Rule 13a-14(a) and 15d-14(a) of the Exchange Act, as Adopted Pursuant to
section 302 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer) (regarding Annual Report on Form
10-K for the fiscal year ended December 31, 2003).31.3
    
    
    
    Certification Pursuant to Rule 13a-14(a) and 15d-14(a) of the Exchange Act, as Adopted Pursuant to
section 302 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer) (regarding Amendment No. 1 on
Form 10-K/A).31.4
    
    
    
    Certification Pursuant to Rule 13a-14(a) and 15d-14(a) of the Exchange Act, as Adopted Pursuant to
section 302 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer) (regarding Amendment No. 1 on
Form 10-K/A).32.1*
    
    
    
    Certification Pursuant to 18 U.S.C. Section 1350 (Chief Executive Officer).32.2*
    
    
    
    Certification Pursuant to 18 U.S.C. Section 1350 (Chief Financial Officer).
   1.
    
    Incorporated by reference from the Registrants Current Report on Form 8-K, as filed with the Commission on February 5, 2003.2.
    
    Incorporated by reference from the Registrants Registration Statement on Form S-1 (File no. 33-85688).3.
    
    Incorporated by reference to the Registrants Registration Statement on Form 8-A dated September 20, 2000.4.
    
    Incorporated by reference to the Registrants Proxy Statement on Schedule 14A, as filed with the Commission on April 3, 2001.5.
    
    Incorporated by reference to the
Registrants Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2002, as filed with the Commission on August 14, 2002.6.
    
    Incorporated by reference to the Registrants Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2001, as filed with the Commission on August 13, 2001.7.
    
    Incorporated by reference to the
Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2000, as originally filed with the Commission on April 2, 2001 and amended on June 15, 2001.8.
    
    Incorporated by reference to the Registrants Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2001, as filed with the Commission on November 14, 2001.9.
    
    Incorporated by reference to the Registrants Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2002, as filed with the Commission on May 15, 2002.10.
    
    Incorporated by reference to the Registrants Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2000, as filed with the Commission on November 14, 2000.11.
    
    Incorporated by reference to the
Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2001, as originally filed with the Commission on April 1, 2002.12.
    
    Incorporated by reference to the Registrants Proxy Statement on Schedule 14A, as filed with the Commission on April 30, 2003.13.
    
    Incorporated by reference to the Registrants Current Report on Form 8-K/A, as filed with the Commission on March 4, 2004.14.
    
    Incorporated by reference to the Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2002, as originally filed with the Commission on March 31, 2003. 3




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15.
    
    Incorporated by reference to the Registrants Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2003, as filed with the Commission on May 15, 2003.16.
    
    Incorporated by reference to the Registrants Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2003, as filed with the Commission on August 14, 2003.17.
    
    Previously filed as Exhibit 10.19 with the Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2003, as filed with the Commission on March 30, 2004.18.
    
    Previously filed as Exhibit 10.20 with the Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2003, as filed with the Commission on March 30, 2004.19.
    
    Previously filed as Exhibit 10.21 with the Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2003, as filed with the Commission on March 30, 2004.*
    
    Previously filed with the Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2003, as filed with the Commission on March 30, 2004.
    
    Management contract or compensatory plan. (b) Reports on Form 8-K On October 23, 2003, the Registrant furnished a Current Report on Form 8-K
under Item 9, Regulation FD Disclosure (Information furnished pursuant to
Item 12, Disclosure of Results of Operations and Financial Condition),
containing a copy of its press release relating to the Registrants third
quarter financial results. 4




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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 No. 1 on
Form 10-K/A to the Registrants Annual Report on Form 10-K to be signed on its
behalf as of April 7, 2004 by the undersigned, thereunto duly authorized. APPLIX, INC.By:
    
    /s/ David C. MahoneyDavid C. Mahoney
Chief Executive Officer
 5




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EXHIBIT INDEX

2.1(1)
    
    
    
    Asset Purchase Agreement, dated January 21, 2003, by and between iET Acquisition, LLC and the Registrant.3.1(2)
    
    
    
    Restated Articles of Organization.3.2(2)
    
    
    
    By-laws.4.1(3)
    
    
    
    Form of Rights Agreement, dated as of September 18, 2000, between the Registrant and American Stock
Transfer & Trust Company, which includes as Exhibit A the terms of the Series A Junior Participating
Preferred Stock, as Exhibit B the Form of Rights Certificate, and as Exhibit C the Summary of Rights to
Purchase Preferred Stock.4.2(13)
    
    
    
    First Amendment to Form of Rights Agreement, dated February 27, 2004, between the Registrant and
American Stock Transfer & Trust Company.10.1(4)
    
    
    
    Applix, Inc. 1994 Equity Incentive Plan, as amended.10.2(2)
    
    
    
    Applix, Inc. 1984 Stock Option Plan.10.3(5)
    
    
    
    Applix, Inc. 2000 Director Stock Option Plan, as amended.10.4(6)
    
    
    
    Applix, Inc. 2001 Employee Stock Purchase Plan.10.5(7)
    
    
    
    Single Tenant Commercial Lease by and between Westborough Land Realty Trust and the Registrant, dated
January 23, 2001.10.6*
    
    
    
    Letter of Intent Single Tenant Commercial Lease by and between Westborough Land Realty Trust and the
Registrant, dated December 12, 2003.10.7*
    
    
    
    First Amendment of Single Tenant Commercial Lease by and between Westborough Land Realty Trust and the
Registrant dated December 31, 2003.10.8*
    
    
    
    Second Amendment of Single Tenant Commercial Lease by and between Westborough Land Realty Trust and the
Registrant dated January 22, 2004.10.9(14)
    
    
    
    Severance Agreement, dated February 27, 2003, between the Registrant and Alan Goldsworthy.10.10(6)
    
    
    
    Executive Stock Option Acceleration Agreement between the Registrant and Craig Cervo, dated June 9, 2000.10.11(15) 
    
    
    
    Executive Change-in-Control Agreement between the Registrant and Craig Cervo, dated April 9, 2003.10.12(16) 
    
    
    
    Retention Agreement between the Registrant and David C. Mahoney, dated May 1, 2003.10.13(16) 
    
    
    
    Retention Agreement between the Registrant and Milton A. Alpern, dated June 16, 2003.10.14(11)
    
    
    
    Borrower Agreement by the Registrant, Applix (UK) Limited, Applix Australia Pty, Ltd., Veriteam, Ltd. in
favor of the Export-Import Bank and Silicon Valley Bank.10.15(11)
    
    
    
    Loan and Security Agreement, dated December 5, 2001 between the Registrant and Silicon Valley Bank.10.16(11)
    
    
    
    Non-Recourse Receivables Purchase Agreement dated December 31, 2001, between the Registrant and Silicon
Valley Bank.10.17(17)
    
    
    
    Purchase Agreement by and between Brad Fire and the Registrant, dated February 27, 2004.10.18(18)
    
    
    
    Purchase Agreement by and between Jeffrey A. Dryer and the Registrant, dated February 27, 2004.10.19(19)
    
    
    
    Loan and Security Agreement, dated March 19, 2004 between the Registrant and Silicon Valley Bank.10.20(12)
    
    
    
    Applix, Inc. 2003 Director Equity Plan.21.1*
    
    
    
    Subsidiaries of the Registrant.23.1*
    
    
    
    Consent of Deloitte & Touche LLP.23.2*
    
    
    
    Consent of Ernst & Young LLP.31.1*
    
    
    
    Certification Pursuant to Rule 13a-14(a) and 15d-14(a) of the Exchange Act, as Adopted Pursuant to
section 302 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer) (regarding Annual Report on Form10-K for the fiscal year ended December 31, 2003).31.2*
    
    
    
    Certification Pursuant to Rule 13a-14(a) and 15d-14(a) of the Exchange Act, as Adopted Pursuant to
section 302 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer) (regarding Annual Report on Form
10-K for the fiscal year ended December 31, 2003).31.3
    
    
    
    Certification Pursuant to Rule 13a-14(a) and 15d-14(a) of the Exchange Act, as Adopted Pursuant to
section 302 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer) (regarding Amendment No. 1 on
Form 10-K/A).31.4
    
    
    
    Certification Pursuant to Rule 13a-14(a) and 15d-14(a) of the Exchange Act, as Adopted Pursuant to
section 302 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer) (regarding Amendment No. 1 on
Form 10-K/A).32.1*
    
    
    
    Certification Pursuant to 18 U.S.C. Section 1350 (Chief Executive Officer).


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32.2*
    
    
    
    Certification Pursuant to 18 U.S.C. Section 1350 (Chief Financial Officer).
   1.
    
    Incorporated by reference from the Registrants Current Report on Form 8-K, as filed with the Commission on February 5, 2003.2.
    
    Incorporated by reference from the Registrants Registration Statement on Form S-1 (File no. 33-85688).3.
    
    Incorporated by reference to the Registrants Registration Statement on Form 8-A dated September 20, 2000.4.
    
    Incorporated by reference to the Registrants Proxy Statement on Schedule 14A, as filed with the Commission on April 3, 2001.5.
    
    Incorporated by reference to the
Registrants Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2002, as filed with the Commission on August 14, 2002.6.
    
    Incorporated by reference to the Registrants Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2001, as filed with the Commission on August 13, 2001.7.
    
    Incorporated by reference to the
Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2000, as originally filed with the Commission on April 2, 2001 and amended on June 15, 2001.8.
    
    Incorporated by reference to the Registrants Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2001, as filed with the Commission on November 14, 2001.9.
    
    Incorporated by reference to the Registrants Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2002, as filed with the Commission on May 15, 2002.10.
    
    Incorporated by reference to the Registrants Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2000, as filed with the Commission on November 14, 2000.11.
    
    Incorporated by reference to the
Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2001, as originally filed with the Commission on April 1, 2002.12.
    
    Incorporated by reference to the Registrants Proxy Statement on Schedule 14A, as filed with the Commission on April 30, 2003.13.
    
    Incorporated by reference to the Registrants Current Report on Form 8-K/A, as filed with the Commission on March 4, 2004.14.
    
    Incorporated by reference to the Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2002, as originally filed with the Commission on March 31, 2003.15.
    
    Incorporated by reference to the Registrants Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2003, as filed with the Commission on May 15, 2003.16.
    
    Incorporated by reference to the Registrants Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2003, as filed with the Commission on August 14, 2003.17.
    
    Previously filed as Exhibit 10.19 with the Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2003, as filed with the Commission on March 30, 2004.18.
    
    Previously filed as Exhibit 10.20 with the Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2003, as filed with the Commission on March 30, 2004.19.
    
    Previously filed as Exhibit 10.21 with the Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2003, 7




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as filed with the Commission on March 30, 2004.*
    
    Previously filed with the Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2003, as filed with the Commission on March 30, 2004.
    
    Management contract or compensatory plan. 8