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FORM 10-K/A
(AMENDMENT NO. 4)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
FOR THE FISCAL YEAR ENDED JUNE 30, 1995
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from to
Commission File Number 0-4096
COMSHARE, INCORPORATED
(Exact name of registrant as specified in its charter)
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MICHIGAN 38-1804887
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
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555 BRIARWOOD CIRCLE, ANN ARBOR, MICHIGAN 48108
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (313) 994-4800
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock $1.00
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. / /
The aggregate market value of the Common Stock held by non-affiliates of the
Registrant as of August 31, 1995 based on $27.125 per share, the last sale price
for the Common Stock on such date as reported on the NASDAQ National Market
System, was approximately $112,618,000.
As of August 31, 1995 the Registrant had 5,493,515 shares of Common Stock
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
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DOCUMENT
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Portions of Proxy Statement for the Part of Form 10-K Report
1995 Annual Meeting of Shareholders into which it is incorporated
("The 1995 Proxy Statement") III
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The registrant files this Form 10-K/A (Amendment No. 4) solely to
revise the Index to Exhibits and to refile Exhibit 4.01.
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SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
COMSHARE, INCORPORATED
Dated: November 22, 1995 By: /s/ KATHRYN A. JEHLE
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Kathryn A. Jehle
Senior Vice President,
Chief Financial Officer
Treasurer and Assistant
Secretary
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INDEX TO EXHIBITS
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EXHIBIT
NO. DESCRIPTION
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2.01 Asset Purchase Agreement dated March 11, 1991, and amendment to Asset Purchase
Agreement dated March 22, 1991, by and between Comshare, Incorporated and Execucom
Systems Corporation, and MPSI Systems Inc. relating to the sale of the operating
assets and business of Execucom Systems Corporation -- incorporated by reference to
Exhibit 2 to the Registrant's Form 8-K Report filed April 5, 1991.
3.01 Articles of Incorporation of the Registrant, as amended -- incorporated by reference
to Exhibit 3.01 to the Registrant's Form 10-K Report for the fiscal year ended June
30, 1988.
3.02* Bylaws of the Registrant, as amended.
4.01** Specimen form of Common Stock Certificate.
4.02 Comshare, Incorporated $14,000,000 Amended and Restated Credit Agreement between
Comshare, Incorporated and NBD Bank, N.A., Society Bank, Michigan, dated October 31,
1994 -- incorporated by reference to Exhibit 4.09 to the Registrant's Form 10-Q
Report for the quarter ended September 30, 1994.
4.03* First Amendment to Comshare, Incorporated $14,000,000 Amended and Restated Credit
Agreement between Comshare, Incorporated and NBD Bank, N.A., Society Bank, Michigan
dated May 19, 1995.
4.04* Second Amendment to Comshare, Incorporated $14,000,000 Amended and Restated Credit
Agreement between Comshare, Incorporated and NBD Bank, N.A., Society Bank, Michigan
dated July 31, 1995.
10.01 Benefit Adjustment Plan of Comshare, Incorporated, effective June 1, 1986, as amended
-- incorporated by reference to Exhibit 10.20 to the Registrant's Form 10-K Report
for the fiscal year ended June 30, 1993.
10.02 Comshare, Incorporated 1988 Stock Option Plan, as amended -- incorporated by
reference to Exhibit 10.21 to the Registrant's Form 10-K Report for the fiscal year
ended June 30, 1990 and Exhibit 10.22 to the Registrant's Form 10-Q Report for the
quarter ended September 30, 1994.
10.03 Profit Sharing Plan of Comshare, Incorporated, effective July 1, 1974, as amended --
incorporated by reference to Exhibit 10.05 to the Registrant's Form 10-K for the
fiscal year ended June 30, 1994.
10.04 Employee Stock Ownership Plan of Comshare, Incorporated, effective June 28, 1985, as
amended -- incorporated by reference to Exhibit 10.06 to the Registrant's Form 10-K
for the fiscal year ended June 30, 1994.
10.05 Rules of the Comshare Retirement and Death Benefits Plan for employees of the United
Kingdom, effective January 1, 1991, as amended -- incorporated by reference to
Exhibit 10.27 of the Registrant's Form 10-K Report for the fiscal year ended June 30,
1993.
10.06 Interim Trust Deed establishing the Comshare Money Purchase Plan for employees of the
United Kingdom, effective March 1, 1994 -- incorporated by reference to Exhibit
10.08 to the Registrant's Form 10-K for the fiscal year ended June 30, 1994.
10.07 Employment and NonCompetition Agreement between Comshare, Incorporated and T. Wallace
Wrathall, effective as of April 1, 1994 -- incorporated by reference to Exhibit 10.23
to the Registrant's Form 10-Q Report for the quarter ended December 31, 1994.
10.08 Amended and Restated Employee Agreement between Comshare, Incorporated and Richard L.
Crandall effective July 1, 1994, as amended -- incorporated by reference to Exhibit
10.10 to the Registrant's Form 10-K for the fiscal year ended June 30, 1994.
10.09 Non-Competition Agreement between Comshare, Incorporated and Richard L. Crandall --
incorporated by reference to Exhibit 10.11 of the Registrant's Form 10-K for the
fiscal year ended June 30, 1994.
10.10 Letter Agreement from Comshare, Incorporated to Kathryn A. Jehle regarding terms of
employment dated April 18, 1994 -- incorporated by reference to Exhibit 10.12 of the
Registrant's Form 10-K for the fiscal year ended June 30, 1994.
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EXHIBIT
NO. DESCRIPTION
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10.11 Description of Incentive Agreements for certain executive officers for fiscal years
1993, 1994, and 1995-1997 -- incorporated by reference to Exhibit 10.13 to the
Registrant's Form 10-K for the fiscal year ended June 30, 1994.
10.12 Trust Agreement under the Benefit Adjustment Plan of Comshare, Incorporated,
effective April 25, 1988, as amended -- incorporated by reference to Exhibit 10.31 to
the Registrant's Form 10-K Report for the fiscal year ended June 30, 1993.
10.13 Trust Agreement between Comshare, Incorporated and Vanguard Fiduciary for maintaining
the Profit Sharing Plan of Comshare, Incorporated effective March 31, 1992, as
amended -- incorporated by reference to Exhibit 10.15 to the Registrant's Form 10-K
for the fiscal year ended June 30, 1994.
10.14 1994 Executive Stock Purchase Program of Comshare, Incorporated -- incorporated by
reference to Exhibit 10.19 to the Registrant's Form 10-Q Report for the quarter ended
September 30, 1994.
10.15 Employee Stock Purchase Plan of Comshare, Incorporated -- incorporated by reference
to Exhibit 10.20 to the Registrant's Form 10-Q Report for the quarter ended September
30, 1994.
10.16 1994 Directors Stock Option Plan of Comshare, Incorporated -- incorporated by
reference to Exhibit 10.21 to the Registrant's Form 10-Q Report for the quarter ended
September 30, 1994.
10.17 Offer to purchase land by the University of Michigan from Comshare, Incorporated,
dated September 20, 1993 -- incorporated by reference to Exhibit 4.06 of the
Registrant's Form 10-Q Report for the quarter ended September 30, 1993.
10.18 Lease dated September, 1994, between Comshare, Incorporated, Tenant and MGI Holding,
Inc., Landlord for office space located at 555 Briarwood Circle, Ann Arbor, Michigan
48108 -- incorporated by reference to Exhibit 10.18 to the Registrant's Form 10-Q
Report for the quarter ended September 30, 1994.
10.19 Agreement between Taurusbuild Limited, Comshare and Svenska Handelsbanken related to
the lease of office space for the Company's London office facility -- incorporated by
reference to Exhibit 10.17 of the Registrant's Form 10-K Report for the fiscal year
ended June 30, 1994.
10.20*** Software License Agreement by and between Arbor Software Corporation and Comshare,
Incorporated dated December 23, 1993.
10.21*** First Amendment to License Agreement by and between Arbor Software Corporation and
Comshare, Incorporated dated March 1, 1994.
21.01* Subsidiaries of the Registrant.
23.01* Consent of Independent Public Accountants.
27.00* Financial Data Schedule.
28.00* Employee Stock Ownership Plan of Comshare Incorporated, Form 11-K Annual Report --
filed pursuant to Section 15(d) of the Securities Exchange Act of 1934 for the fiscal
year ended June 30, 1995.
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* Previously filed.
** Filed herewith.
*** Previously filed. Portions of this exhibit have been omitted and filed
separately with the Securities and Exchange Commission pursuant to a request
for confidential treatment pursuant to Rule 24b-2.
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EXHIBIT 4.01
COMMON STOCK CERTIFICATE OF STOCK COMMON STOCK
11 95
NUMBER SHARES
DU- [COMSHARE LOGO]
VOID CUSIP 205912 10 8
THIS CERTIFICATE IS
TRANSFERABLE IN NEW YORK CITY
OR IN CLEVELAND INCORPORATED UNDER THE LAWS OF THE STATE OF MICHIGAN SEE REVERSE FOR
CERTAIN DEFINITIONS
This certifies that
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, $1.00 PAR VALUE, OF COMSHARE, INCORPORATED
transferable only on the books of the Corporation in person or by attorney upon surrender of this certificate properly
endorsed. This certificate is issued by the Corporation and accepted by the holder subject to all of the terms and
conditions contained in the Articles of Incorporation and By-Laws of the Corporation and is not valid unless
countersigned by the Transfer Agent.
Witness the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.
DATED: VOID
COUNTERSIGNED AND REGISTERED: /s/ T. W. Wrathall
KEYCORP SHAREHOLDER SERVICES, INC. -----------------------
(CLEVELAND) PRESIDENT
TRANSFER AGENT AND REGISTRAR [CORPORATE SEAL]
AUTHORIZED OFFICER /s/ Kathryn A. Jehle
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CHIEF FINANCIAL OFFICER
11 95
THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS A FULL STATEMENT OF THE DESIGNATION, RELATIVE
RIGHTS, PREFERENCES AND LIMITATIONS OF EACH CLASS OF STOCK OF THIS CORPORATION AUTHORIZED TO BE ISSUED; THE DESIGNATION, RELATIVE
RIGHTS, PREFERENCES AND LIMITATIONS OF EACH SERIES THEREOF SO FAR AS THE SAME HAVE BEEN PRESCRIBED; AND THE AUTHORITY OF THE BOARD
OF DIRECTORS OF THIS CORPORATION TO DESIGNATE AND PRESCRIBE THE RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS OF OTHER SERIES.
The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though
they were written out in full according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT ________________Custodian________________
(Cust) (Minor)
TEN ENT - as tenants by the entireties under Uniform Gifts to Minors
JT TEN - as joint tenants with right of survivorship Act _______________________________________
and not as tenants in common (State)
Additional abbreviations may also be used though not in the above list.
For value received, _________________________________________________________________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
____________________________________________________________
| |
|____________________________________________________________|
____________________________________________________________________________________________________________________________________
____________________________________________________________________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
____________________________________________________________________________________________________________________________________
____________________________________________________________________________________________________________________________________
______________________________________________________________________________________________________________________________shares
of the common stock represented by the within Certificate, and do hereby irrevocably constitute and appoint
____________________________________________________________________________________________________________________________Attorney
to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.
Dated ____________________________________________
____________________________________________________________________________
THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN
NOTICE: UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION
OR ENLARGEMENT OR ANY CHANGE WHATEVER.
____________________________________________________________________________________________________________________________________
THIS SPACE MUST NOT BE COVERED IN ANY WAY
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