##### 



SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K/A
 FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended June 30, 2005
 OR
  ̈TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934
 Commission File Number 0-24544
 CYBERGUARD CORPORATION
 (Exact Name of Registrant as Specified in its Charter)
 
 Florida(State or Other Jurisdiction of
Incorporation or Organization)
    
    65-0510339(I.R.S. Employer
Identification No.)350 SW 12thAvenue, Deerfield Beach, Florida(Address of Principal Executive Offices)
    
    33442(Zip Code)
 Registrants telephone number, including area code: (954) 958-3900
 
 Securities Registered Pursuant to Section 12(b) of the Act: None
 Securities Registered Pursuant to Section 12(g) of the Act: Common Stock, par value $.01 per share
 
 x  ̈
  ̈
 x  ̈




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EXPLANATORY NOTE
  Table of Contents
 Forward-Looking StatementsPart III:Item 10:            Directors and Executive Officers of the Registrant
    
    
    3Item 11:            Executive Compensation
    
    
    5Item 12:            Security Ownership of Certain Beneficial Owners and Management
    
    
    9Item 13:            Certain Relationships and Related Transactions
    
    
    10Item 14:            Principal Accounting Fees and Services
    
    
    10Signatures
    
    
    11
 2




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PART III
 
 ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
 DIRECTORS
  Director
    
    
    ExpirationDirector
    
    Age
    
    
    Since
    
    
    of Term of OfficeWilliam G. Scott
    
    
    53
    
    
    
    1999
    
    
    
    2005Daniel J. Moen(2)
    
    
    53
    
    
    
    2001
    
    
    
    2005David L. Manning(1)(2)
    
    
    55
    
    
    
    1999
    
    
    
    2007Peter H. Howard(1)
    
    
    46
    
    
    
    2004
    
    
    
    2007Richard L. Scott
    
    
    51
    
    
    
    2004
    
    
    
    2007William D. Rubin(2)
    
    
    52
    
    
    
    2002
    
    
    
    2006Kenneth C. Jenne, II
    
    
    58
    
    
    
    2003
    
    
    
    2006Patrick J. Clawson
    
    
    41
    
    
    
    2003
    
    
    
    2006Michael J. Jacobs(1)
    
    
    62
    
    
    
    2004
    
    
    
    2006
 
 (1)
    
    Member of Audit Committee(2)
    
    Member of Compensation and Stock Option Committee William G. Scott
 Daniel J. Moen
 David L. Manning
 Peter H. Howard
 Richard L. Scott
 William D. Rubin
 Kenneth C. Jenne, II




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Patrick J. Clawson
 Michael J. Jacobs
 EXECUTIVE OFFICERS
  Name
    
    Age
    
    
    PositionPatrick J. Clawson(1)
    
    
    41
    
    
    Chief Executive Officer and Chairman of the Board of DirectorsMichael G. Wittig
    
    
    41
    
    
    President and Chief Technology OfficerMichael Matte
    
    
    46
    
    
    Chief Financial OfficerMark S. Reese
    
    
    43
    
    
    Chief Operating OfficerGary Taggart
    
    
    52
    
    
    Senior Vice President, Worldwide Sales
 
 (1)
    
    For biographical information on Mr. Clawson, see Directors. Michael G. Wittig
 Michael Matte
 Mark S. Reese
 Gary Taggart
 BOARD OF DIRECTORS MEETINGS AND COMMITTEES
   Audit Committee




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Report of The Audit Committee (1)
    
  SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
  CODE OF ETHICS
  
 ITEM 11. EXECUTIVE COMPENSATION
 Summary Compensation Table
  Long TermCompensationAll otherCompensationAnnual Compensation
    
    
    Awards
    
    
    ($)(3)SecuritiesOther Annual
    
    
    UnderlyingFiscal
    
    
    Salary
    
    
    Bonus
    
    
    Compensation
    
    
    OptionsName and Principal Position
    
    Year
    
    
    ($)
    
    
    ($)(1)
    
    
    ($)(2)
    
    
    (#)Patrick J. ClawsonChairman
    
    
    2005
    
    
    
    228,365
    
    
    
    172,797
    
    
    
    
    
    
    
    200,000
    
    
    
    352and Chief Executive Officer
    
    
    2004
    
    
    
    181,705
    
    
    
    162,895
    
    
    
    
    
    
    
    100,000
    
    
    
    257(Became CEO on January 3, 2004)
    
    
    2003
    
    
    
    162,727
    
    
    
    175,900
    
    
    
    
    
    
    
    250,000
    
    
    
    Michael G. Wittig(5)President &
    
    
    2005
    
    
    
    170,753
    
    
    
    130,866
    
    
    
    
    
    
    
    20,000
    
    
    
    12,691Chief Technology Officer
    
    
    2004
    
    
    
    165,000
    
    
    
    151,140
    
    
    
    
    
    
    
    40,000
    
    
    
    12,713(Became President on January 3, 2004)
    
    
    2003
    
    
    
    155,943
    
    
    
    174,900
    
    
    
    
    
    
    
    250,000
    
    
    
    16,723Michael MatteChief Financial
    
    
    2005
    
    
    
    170,118
    
    
    
    130,866
    
    
    
    
    
    
    
    25,000
    
    
    
    13,127Officer (Became CFO on
    
    
    2004
    
    
    
    160,000
    
    
    
    146,560
    
    
    
    
    
    
    
    25,000
    
    
    
    12,825February 14, 2001)
    
    
    2003
    
    
    
    158,028
    
    
    
    169,600
    
    
    
    
    
    
    
    250,000
    
    
    
    11,409




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Long TermCompensationAll otherCompensationAnnual Compensation
    
    
    Awards
    
    
    ($)(3)SecuritiesOther Annual
    
    
    UnderlyingFiscal
    
    
    Salary
    
    
    Bonus
    
    
    Compensation
    
    
    OptionsName and Principal Position
    
    Year
    
    
    ($)
    
    
    ($)(1)
    
    
    ($)(2)
    
    
    (#)Mark Reese(4)Chief Operating
    
    
    2005
    
    
    
    145,032
    
    
    
    34,939
    
    
    
    9,720
    
    
    
    250,000
    
    
    
    7,008Officer (Served from November 29,
2004 to September 30, 2005)Gary Taggart
    
    
    2005
    
    
    
    159,243
    
    
    
    138,914
    
    
    
    
    
    
    
    28,000
    
    
    
    13,707Senior Vice President,
    
    
    2004
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,000
    
    
    
    WorldWide Sales (Became VP,
WorldWide Sales on August 20, 2004)
 
 (1)
    
    The following amounts of bonuses for the fiscal year ended June 30, 2005 were accrued during
such period but were paid during the subsequent fiscal year: Mr. Clawson$24,621; Mr.
Matte$16,180; Mr. Wittig$15,946; Mr. Reese $8,208 and Mr. Taggart $34,298. The
following amounts of bonuses for the fiscal year ended June 30, 2004 were accrued during such
period but were paid during the subsequent fiscal year: Mr. Clawson$30,900; Mr.
Matte$26,880; Mr. Wittig$27,720. The following amounts of bonuses for the fiscal year
ended June 30, 2003 were accrued during such period but were paid during the subsequent fiscal
year: Mr. Clawson$45,581; Mr. Matte$44,200; Mr. Wittig$45,581.(2)
    
    The amount represents relocation expenses paid by the Company. During the fiscal year ended
June 30, 2005, the relocation expenses paid to Mr. Reese included the following: $4,591 for
transportation and $4,446 for lodging.(3)
    
    Amounts reported represent contributions to the Companys Retirement Plan and term life
insurance premiums paid by the Company.(4)
    
    Mr. Reeses employment was terminated by the Company as of September 30, 2005. Option Grants in the Fiscal Year Ended June 30, 2005
  Individual GrantsPotential RealizableValue At Assumed AnnualRates of Stock PriceNumber of
    
    
    Percent of Total
    
    
    
    
    
    
    
    
    
    
    Appreciation for OptionSecurities
    
    
    Options Granted to
    
    
    
    
    
    
    
    
    
    
    Term(3)Underlying Option
    
    
    Employees in Fiscal
    
    
    Exercise or BaseName
    
    Granted (#)(1)
    
    
    Year (%)(2)
    
    
    Price ($/Sh)
    
    
    Expiration Date
    
    
    5%($)
    
    
    10%($)Patrick J. Clawson
    
    
    200,000
    
    
    
    13.77
    
    
    
    6.29
    
    
    
    12/1/2014
    
    
    
    791,149
    
    
    
    2,004,928Michael G. Wittig
    
    
    20,000
    
    
    
    1.38
    
    
    
    6.29
    
    
    
    12/1/2014
    
    
    
    79,115
    
    
    
    200,493Michael Matte
    
    
    25,000
    
    
    
    1.72
    
    
    
    6.29
    
    
    
    12/1/2014
    
    
    
    98,894
    
    
    
    250,616Mark Reese
    
    
    250,000
    
    
    
    17.21
    
    
    
    6.29
    
    
    
    12/1/2014
    
    
    
    988,937
    
    
    
    2,506,160Gary Taggart(4)
    
    
    28,000
    
    
    
    1.93
    
    
    
    6.04
    
    
    
    8/18/2014
    
    
    
    106,359
    
    
    
    269,534
     Aggregated Option Exercises in the Fiscal Year Ended June 30, 2005 and Fiscal Year-End Option Values
  Value ofUnexercisedNumber of Securities
    
    
    In-the-MoneyUnderlying Unexercised
    
    
    Options at FiscalShares Acquired
    
    
    Value
    
    
    Options at Fiscal
    
    
    Year-End ($)On Exercise
    
    
    Realized
    
    
    Year-End (#)
    
    
    Exercisable/Name
    
    (#)
    
    
    ($)
    
    
    Exercisable/ Unexercisable
    
    
    Unexercisable(1)Patrick Clawson
    
    
    0
    
    
    
    0
    
    
    
    519,650/275,000
    
    
    
    1,963,693/0Michael Matte
    
    
    0
    
    
    
    0
    
    
    
    414,327/43,750
    
    
    
    1,422,558/0Michael G. Wittig
    
    
    5,000
    
    
    
    9,100
    
    
    
    363,757/50,000
    
    
    
    1,352,872/0Mark Reese(2)
    
    
    0
    
    
    
    0
    
    
    
    0/250,000
    
    
    
    0/0Gary Taggart(3)
    
    
    0
    
    
    
    0
    
    
    
    20,500/7,500
    
    
    
    0/0




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(1)
    
    Based on the difference between the closing price of the Companys common stock on June
30, 2005 ($5.95) and the exercise price of the options.(2)
    
    Mr. Reeses options were not exercisable at the end of fiscal year ended June 30, 2005;
however those options are fully exercisable at the time of filing this Annual Report
pursuant to the employment termination provisions of Mr. Reeses Employment Agreement
with the Company.(3)
    
    Mr. Taggarts 15,000 option shares were canceled pursuant to the terms of the option,
as the criteria for vesting were not met. Those 15,000 option shares are not included in
the unexercisable shares amount. DIRECTOR COMPENSATION
    Compensation Plans
 Executive Employment Arrangements.
      Salary Reduction Program.
  Stock Incentive Plan.




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Stock Option Plan
  Employee Stock Purchase Plan.
 Equity Compensation Plan Information
  EQUITY COMPENSATION PLAN INFORMATIONNumber of Securities
    
    
    
    
    
    
    Number ofto be issued
    
    
    Weighted-average
    
    
    securities remainingupon exercise of
    
    
    exercise price of
    
    
    available for futureoutstanding options,
    
    
    outstanding options,
    
    
    issuance under equityPlan Category
    
    warrants and rights
    
    
    warrants and rights
    
    
    compensation plansEquity compensation
plans approved by
security holders
    
    
    4,729,000
    
    
    $
    4.76
    
    
    
    2,181,000
 Compensation and Stock Option Committee
  Compensation Committee Interlocks and Insider Participation
  Compensation Committee Report on Executive Compensation
 The Compensation and Stock Option Committee Objectives
 Chief Executive Officer Compensation
  Other Executive Salaries
 Bonuses




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Long Term Incentives
   
 
 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
 COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
  Number of SharesName/Address
    
    Beneficially Owned
    
    
    Percent of ClassPatrick J. Clawson(1)
    
    
    604,299
    
    
    
    1.89
    %Michael G. Wittig(1)
    
    
    529,262
    
    
    
    1.67
    %Michael Matte(1)
    
    
    438,326
    
    
    
    1.37
    %Mark S. Reese(1)
    
    
    251,077
    
    
    
    *986 Grand Verde Way, Apt 1308,
Boca Raton, FL 33428Gary Taggart (1)
    
    
    49,042
    
    
    
    *David L. Manning(1)
    
    
    111,607
    
    
    
    *Daniel J. Moen(1)
    
    
    61,341
    
    
    
    *William D. Rubin(1)
    
    
    58,000
    
    
    
    *William G. Scott(1)
    
    
    245,904
    
    
    
    *Kenneth C. Jenne, II(1)
    
    
    42,555
    
    
    
    *Peter H. Howard(1)
    
    
    37,423
    
    
    
    *Michael J. Jacobs(1)
    
    
    21,641
    
    
    
    *Richard L. Scott(2)
    
    
    8,249,597
    
    
    
    26
    %All directors and executive officers as a group (13 persons)
    
    
    10,698,574
    
    
    
    31.95
    %
 
 *
    
    Less than 1%(1)
    
    Includes (a) options that are currently exercisable or exercisable in 60 days to
purchase Common Stock in the following amounts: Mr. Clawson
 594,650; Mr. Wittig  378,757; Mr. Matte 
426,827; Mr. Reese  250,000; Mr. Taggart  20,500; Mr. Manning 
90,500; Mr. Moen  61,341; Mr. Rubin  58,000;
Mr. William Scott  84,829; Mr. Jenne 
42,555; Mr. Howard  37,423; Mr. Jacobs  21,641; (b) shares of Common stock under the
Companys 401(k) plan: Mr. Clawson  1,649; Mr. Wittig  19,090; Mr. Matte  9,999; Mr.
Reese  1,077; Mr. Taggart  2,189; and (c) shares of Common Stock under the Companys
Employee Stock Purchase Plan: Mr. Wittig  2,877 shares; Mr. Taggart  1,078 shares.(2)
    
    Includes: (a) 1,894,313 shares of Common Stock beneficially owned by the Richard L.
Scott Florida Trust; (b) 4,141,790 shares of Common Stock owned by spouses trust, F.
Annette Scott Florida Trust; (c) 1,869,313 shares of Common Stock beneficially owned by
the Scott Family Florida Partnership Trust; (d) warrants to purchase 72,685 shares of
Common Stock beneficially owned by the Richard L. Scott Florida Trust; (e) warrants to
purchase 144,837 shares of Common Stock beneficially owned by spouses trust, F. Annette
Scott Florida Trust; (f) warrants to purchase 72,685 shares of Common Stock beneficially
owned by the Scott Family Florida Partnership Trust; and (g) 53,974 shares in options that
are currently exercisable, or exercisable in 60 days, by Mr. Richard L. Scott to purchase
Common Stock. 
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
  
 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
 Compensation of Independent Certified Public Accountants
 Audit Fees
 Audit-Related Fees.




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Tax Fees.
 All Other Fees




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SIGNATURES
  October 26, 2005
    CYBERGUARD CORPORATIONBy:
    /s/ PATRICK J. CLAWSONPatrick ClawsonChairman and Chief Executive Officer




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Table of Contents
 SIGNATURE
    
    TITLE
    
    DATE/s/ PATRICK J. CLAWSON

Patrick Clawson
    
    Chairman and Chief Executive Officer
(Principal Executive Officer)
    
    October 26, 2005/s/ MICHAEL D. MATTE

Michael D. Matte
    
    Chief Financial Officer
(Principal Financial and  Principal Accounting Officer)
    
    October 26, 2005/s/ PETER HOWARD

Peter Howard
    
    Director
    
    October 26, 2005/s/ DANIEL J. MOEN

Daniel J. Moen
    
    Director
    
    October 26, 2005/s/ DAVID L. MANNING

David L. Manning
    
    Director
    
    October 26, 2005/s/ WILLIAM G. SCOTT

William G. Scott
    
    Director
    
    October 26, 2005/s/ RICHARD L. SCOTT

Rick Scott
    
    Director
    
    October 26, 2005/s/ WILLIAM D. RUBIN

William D. Rubin
    
    Director
    
    October 26, 2005/s/ KENNETH C. JENNE, II

Kenneth C. Jenne, II
    
    Director
    
    October 26, 2005/s/ MICHAEL J. JACOBS

Michael J. Jacobs
    
    Director
    
    October 26, 2005




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Table of Contents
 EXHIBIT INDEX
 Exhibit No.
    
    
    
    Exhibit Description31.01
    
    
    
    Certification by Patrick J. Clawson, Chief Executive Officer, pursuant to Exchange Act Rules 13a-14 and 15d-15.31.02
    
    
    
    Certification by Michael D. Matte, Chief Financial Officer, pursuant to Exchange Act Rules 13a-14 and 15d-15.32.01
    
    
    
    Certification by Patrick J. Clawson, Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 200232.02
    
    
    
    Certification by Michael D. Matte, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002