SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT 1
(Mark One)
[X] Annual Report Pursuant To Section 13 Or 15(d) Of The Securities Exchange Act
Of 1934 For the fiscal year ended July 31, 1993.
OR
[ ] Transition Report Pursuant To Section 13 Or 15(d) Of The Securities Exchange
Act Of 1934 For the transition period from _________ to __________
Commission file number 1-7636
DATAPOINT CORPORATION
(Exact name of registrant as specified in charter)
Delaware 74-1605174
(State of other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
5-7 Rue Montalivet 75008, Paris, France
8400 Datapoint Drive, San Antonio, Texas 78229-8500
(Address of principal executive offices and zip code)
(33-1) 40 07 37 37
(210) 593-7000
(Registrant's telephone number, including area code)
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this amendment to be signed on its
behalf by the undersigned, thereunto duly authorized.
Datapoint Corporation
(Registrant)
By __/s/__David G. Hargraves___
David G. Hargraves
Chief Financial Officer
Date: June 29, 1994
INDEX TO EXHIBITS
Exhibit
Number Description of Exhibits
(3)(a) Certificate of Incorporation of Datapoint Corporation, as
amended (filed as Exhibit (3)(a) to the Company's Annual Report
on Form 10-K for the year ended July 31, 1993, and incorporated
herein by reference).
(3)(b) Bylaws of Datapoint Corporation, as amended (filed as
Exhibit (3)(b) to the Company's Annual Report on Form 10-K for
the year ended August 1, 1992, and incorporated herein by
reference).
(4)(a) Debentureholder Notice of Adjustment to Conversion Rate,
dated July 11, 1985, under Indenture dated as of June 1, 1981,
between Datapoint Corporation and Continental Illinois National Bank
and Trust Company of Chicago, as Trustee, providing for 8-7/8%
Convertible Subordinated Debentures Due 2006 (filed as Exhibit
(4)(a) to the Company's Annual Report on Form 10-K for the
year ended July 27, 1985 and said Indenture filed as Exhibit 4 to
the Company's Registration Statement on Form S-16 (No. 2-
72395), each incorporated herein by reference).
(4)(c) Certificate of Designation, Preferences, Rights and
Limitations of Series of $1.00 Preferred Stock (filed as Exhibit
(4)(e) to the Company's Registration Statement on Form S-4
dated April 30, 1992 and incorporated herein by reference).
(10)(a) 1983 Employee Stock Option Plan (filed as Exhibit (4)(a)(4)
to the Company's Registration Statement on Form S-8 dated
November 9, 1983 and incorporated herein by reference).
(10)(b) 1985 Director Stock Option Plan (filed as Exhibit (10)(i) to
the Company's Annual Report on Form 10-K for the year ended
August 1, 1987 and incorporated herein by reference).
(10)(c) 1986 Employee Stock Option Plan (filed as Exhibit (10)(h) to
the Company's Annual Report on Form 10-K for the year ended
August 1, 1987 and incorporated herein by reference).
(10)(d) 1991 Director Stock Option Plan (filed as Exhibit (10)(b)(2)
to Amendment No. 1 dated February 6, 1992 to the Company's
Registration Statement on Form S-4 (Registration No. 33- 44097)
and incorporated herein by reference).
(10)(e) 1992 Employee Stock Option Plan (filed as exhibit (4)(a)(4)
to the Company's Registration Statement on Form S-8 dated
January 19, 1993 and incorporated herein by reference).
(10)(f) Agreement for Transfer of Assets and Liabilities in Exchange
for Stock, dated as of June 28, 1985, between the Company and
Intelogic Trace, Inc. (filed as Exhibit (10)(a) to the Company's
Current Report on Form 8-K dated July 28, 1985 and
incorporated herein by reference).
(10)(g) Master Maintenance Agreement, dated as of June 28, 1985,
between the Company and Intelogic Trace, Inc. (filed as Exhibit
(10)(b) to the Company's Current Report on Form 8-K dated July
28, 1985 and incorporated herein by reference).
(10)(h) Maintenance Agreement between the Company and Intelogic
Trace, Inc. dated October 1, 1992 (filed as Exhibit (10)(g) to the
Company's Annual Report on Form 10-K for the year ended
August 1, 1992, and incorporated herein by reference).
(10)(i) Agreement between the Company and Arbitrage Securities
Company, as amended (filed as Exhibit (10)(f) to the Company's
Annual Report on Form 10-K for the year ended July 29, 1989
and incorporated herein by reference).
(10)(j) Indemnity Agreements with Officers and Directors (filed as
Exhibit (10)(f) to the Company's Annual Report on Form 10-K
for the year ended August 1, 1987 and incorporated herein by
reference).
(10)(k) First Amendment to Indemnification Agreement with certain
Officers and Directors. (filed as Exhibit (10)(h) to the
Company's Annual Report on Form 10-K for the year ended
July 28, 1990 and incorporated herein by reference).
(10)(l) Second Amendment to Employment Agreement with A. B.
Edelman. (said amendment filed as Exhibit (10)(h)(3) to the
Company's Registration Statement on Form S-4 dated April 30,
1992), amending Employment Agreement dated January 9, 1991
(said agreement filed as Exhibit (10)(j) to the Company's Annual
Report on Form 10-K for the year ended July 28, 1990), as
amended by Amendment No. 1 dated December 1, 1990 (said
amendment filed as Exhibit (10)(i) to the Company's Annual
Report on Form 10-K for the year ended July 27, 1991), each of
which are incorporated herein by reference.
(10)(m) Employment Agreement with D. Berger (filed as Exhibit
(10)(m) to the Company's Annual Report on Form 10-K for the year
ended July 31, 1993, and incorporated herein by reference).
(10)(n) Employment Agreement with J. Berger (filed as Exhibit
(10)(l) to the Company's Annual Report on Form 10-K for the year
ended August 1, 1992, and incorporated herein by reference).
(10)(o) Employment Agreement with K. L. Thrower (filed as Exhibit
(10)(o) to the Company's Annual Report on Form 10-K for the
year ended August 1, 1992, and incorporated herein by
reference).
(10)(p) First Amendment to the Grantor Trust Agreement dated June
18, 1991. (filed as exhibit (10)(n) to the Company's Annual Report
on Form 10-K for the year ended July 27, 1991 and incorporated
herein by reference).
(10)(q) Manufacturing facilities Agreement of Lease between the
Company and Willis and Cox Associates dated June 21, 1991
(filed as Exhibit (10)(q) to the Company's Annual Report on
Form 10-K for the year ended August 1, 1992, and incorporated
herein by reference).
(11) Computation of Consolidated Earnings (loss) per Common Share
(filed as Exhibit (11) to the Company's Annual Report on Form
10-K for the year ended July 31, 1993, and incorporated herein
by reference).
(22) Subsidiaries of Datapoint Corporation (filed as Exhibit (22) to
the Company's Annual Report on Form 10-K for the year ended
July 31, 1993, and incorporated herein by reference).
(24) Consent of Independent Auditors (filed as Exhibit (24) to the
Company's Annual Report on Form 10-K for the year ended
July 31, 1993, and incorporated herein by reference).
(25) Powers of Attorney (filed as Exhibit (25) to the Company's
Annual Report on Form 10-K for the year ended July 31, 1993,
and incorporated herein by reference).
(28) Annual Report on Form 11-K for the years ended December 31,
1993, 1992 and 1991 for the Datapoint Corporation Profit
Sharing/Employee Savings Plan.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
___________
FORM 11-K
___________
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
For The Year Ended December 31, 1993
___________
THE DATAPOINT CORPORATION PROFIT SHARING/EMPLOYEE SAVINGS PLAN
Datapoint Corporation
8400 Datapoint Drive
San Antonio, Texas 78229-8500
Item 1. Changes in the Plan.
None.
Item 2. Changes in Investment Policy.
None.
Item 3. Contributions Under the Plan.
During 1993, 1992 and 1991, Datapoint Corporation (the "Company") made
discretionary contributions of $0, $0, and $400,000 respectively, to the
Datapoint Corporation Profit Sharing/Employee Savings Plan (the "Plan").
The 1991 discretionary contribution consisted of cash and $23,500 of the
Company's common stock.
Item 4. Participating Employees.
There were 304 employees who were participants in the Plan December 31,
1993.
Item 5. Administration of the Plan.
(a) The following is a list of the names, addresses and positions or
offices held with Datapoint Corporation of all persons who are members
of the Committee which administers the Plan:
Positions or Offices Held
Name and Address with Datapoint Corporation
---------------- --------------------------
G. Ross Laughead Vice President, General
336 Tuxedo Counsel and Corporate
San Antonio, Texas 78209 Secretary
Angela Cooper Director, Human Resources
4318 Center Oak Woods and Administration
San Antonio, Texas 78249
(b) None of the above administrators received any compensation for
services from the Plan during the year ended December 31, 1993.
Item 6. Custodian of Investments.
(a) Fidelity Management Trust Company ("FMTC") acts as manager of all
securities, except Datapoint Common Stock, and investments of the Plan
transferred to it by Frost National Bank. Funds are invested in
accounts allowed by the Plan and as directed by the participants. FMTC,
a subsidiary of Fidelity Investments, a Massachusetts investment company
(located at 82 Devonshire Street, Boston, Massachusetts 02109), offers
various trust services to corporate and personal trust account
customers.
Frost National Bank, as Trustee, acts as a carrier between Datapoint and
FMTC for funds related to the Plan. Frost is custodian for the
Datapoint Common Stock. Frost is responsible for investing any daily
cash balances not transferred to FMTC. Frost National Bank, a Texas
banking corporation (located at 100 West Houston St., San Antonio, Texas
78296), offers various trust services to corporate and personal trust
account customers.
(b) For the year ending December 31, 1993 Frost National Bank received
compensation of approximately $9,401 from Datapoint Corporation on
behalf of the Plan.
(c) FMTC is required by Section 17(g) of the Investment Company Act of
1940 to maintain a bond covering it against larceny and embezzlement by
its officers and employees. FMTC also maintains insurance coverage
against losses resulting from errors and omissions by its employees,
officers and trustees and for losses resulting from electronic and
computer crime. Coverage under these policies is more than adequate to
cover any potential losses incurred by the Plan. Frost National Bank is
also covered by an error and omission bond and collateral asset program
which is more than adequate to cover any potential losses incurred by
the Plan.
Item 7. Reports to Participating Employees.
At the end of each calendar quarter, each participant receives an
individual participant statement disclosing the status of their account
during the preceding quarter (including the opening and closing totals,
and a breakdown of withdrawals, contributions, and other allocations to
or from the account). As the Plan is modified, each participant
receives a copy of the updated prospectus relating to the Plan. Each
participant also receives the annual report of the Plan which includes
financial statements of the Plan. Employees also receive quarterly and
annual reports of the Company as they are applicable to the Plan.
Item 8. Investment of Funds.
There were no commissions paid during the year ended December 31, 1993,
1992, and 1991.
Item 9. Financial Statements and Exhibits.
(a) Financial Statements
Report of Independent Auditors
Statements of Financial Condition --
Combined Funds
December 31, 1993 and 1992
Statements of Income and Changes in Plan Equity --
Combined Funds
Years ended December 31, 1993, 1992, and 1991
Statements of Financial Condition at December 31, 1993 and 1992, and
Statements of Income and Changes in Fund Equity for the Years ended
December 31, 1993, 1992, and 1991 for the following funds:
Guaranteed Investment Group Fund
Guaranteed Investment Open End Fund
Cash Reserve Fund
Equity Income Fund
Magellan Fund
Datapoint Common Stock Fund
(b) Notes to Financial Statements
(c) Schedules:
Schedules I, II and III have been omitted because the required
information is shown in the financial statements.
DATAPOINT CORPORATION
PROFIT SHARING/EMPLOYEE SAVINGS PLAN
FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULES
DECEMBER 31, 1993, 1992 AND 1991
WITH REPORT OF INDEPENDENT AUDITORS
CONTENTS
Report of Independent Auditors
Financial Statements
Statements of Financial Condition -
Combined Funds
December 31, 1993 and 1992
Statements of Income and Changes in Plan Equity -
Combined Funds
Years Ended December 31, 1993, 1992 and 1991
Statement of Financial Condition -
Guaranteed Investment Group Fund
December 31, 1993 and 1992
Statement of Income and Changes in Fund Equity -
Guaranteed Investment Group Fund
Years Ended December 31, 1993, 1992 and 1991
Statement of Financial Condition -
Guaranteed Investment Open End Fund
December 31, 1993 and 1992
Statement of Income and Changes in Fund Equity -
Guaranteed Investment Open End Fund
Years Ended December 31, 1993, 1992 and 1991
Statement of Financial Condition -
Cash Reserve Fund
December 31, 1993 and 1992
Statement of Income and Changes in Fund Equity -
Cash Reserve Fund
Years Ended December 31, 1993, 1992 and 1991
Statement of Financial Condition -
Equity Income Fund
December 31, 1993 and 1992
Statement of Income and Changes in Fund Equity -
Equity Income Fund
Years Ended December 31, 1993, 1992 and 1991
Statement of Financial Condition -
Magellan Fund
December 31, 1993 and 1992
Statement of Income and Changes in Fund Equity -
Magellan Fund
Years Ended December 31, 1993, 1992 and 1991
Statement of Financial Condition -
Datapoint Common Stock Fund
December 31, 1993 and 1992
Statement of Income and Changes in Fund Equity -
Datapoint Common Stock Fund
Years Ended December 31, 1993, 1992 and 1991
Notes to Financial Statements
Supplemental Schedules
Schedule of Reportable Transactions
Schedule of Assets Held for Investment
A schedule of party-in-interest transactions has not been presented
because there were no transactions which are prohibited by ERISA Section
406 and for which there is no statutory or administrative exemption.
Report of Independent Auditors
Trust Committee
Datapoint Corporation
Profit Sharing/Employee Savings Plan
We have audited the accompanying statements of financial condition of
the Datapoint Corporation Profit Sharing/Employee Savings Plan (Combined
Funds, Guaranteed Investment Group Fund, Guaranteed Investment Open End
Fund, Cash Reserve Fund, Equity-Income Fund, Magellan Fund, and
Datapoint Common Stock Fund) at December 31, 1993 and 1992, and the
related statements of income and changes in plan equity for each of the
three years in the period ended December 31, 1993. These financial
statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements
based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial condition of the
Datapoint Corporation Profit Sharing/Employee Savings Plan (Combined
Funds, Guaranteed Investment Group Fund, Guaranteed Investment Open End
Fund, Cash Reserve Fund, Equity-Income Fund, Magellan Fund and Datapoint
Common Stock Fund) at December 31, 1993 and 1992, and its income and
change in its plan equity for each of the three years in the period
ended December 31, 1993, in conformity with generally accepted
accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental
schedules of reportable transactions and assets held for investment are
presented for purposes of complying with the Department of Labor Rules
and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974 and are not a required part of
the basic financial statements. The supplemental schedules have been
subjected to the auditing procedures applied in the audit of basic
financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as
a whole.
Ernst & Young
April 15, 1994
DATAPOINT CORPORATION PROFIT SHARING/EMPLOYEE SAVINGS PLAN
STATEMENTS OF FINANCIAL CONDITION
COMBINED FUNDS
December 31, 1993 and 1992
1993 1992
Assets: --------- ---------
Short-term investment $5,635 $4,969
Investments at fair value:
(Cost: $3,625,831 in 1993 and $3,631,777 in 1992) 4,034,934 3,806,586
Contributions receivable:
Datapoint Corporation 541 3,597
Participants 0 48
Dividends receivable 86,756 3
Interest receivable 9,852 9,580
--------- ---------
4,137,718 3,824,783
Liabilities:
Payable to participants 0 194,229
Forfeitures 28,290 27,019
---------- ----------
Plan Equity $4,109,428 $3,603,535
========== ==========
See accompanying notes.
DATAPOINT CORPORATION PROFIT SHARING/EMPLOYEE SAVINGS PLAN
STATEMENTS OF INCOME AND CHANGES IN PLAN EQUITY
COMBINED FUNDS
For the Years Ended December 31, 1993, 1992, and 1991
1993 1992 1991
Investment income: ------- ------- -------
Dividend income 146,570 167,173 102,954
Interest income 96,447 107,543 108,591
Net appreciation in fair value of investments 269,155 10,869 222,729
Contributions:
Datapoint Corporation 101,216 108,946 507,881
Participants 405,900 435,134 431,629
------- ------- -------
1,019,288 829,665 1,373,784
Withdrawals and distributions (512,109) (379,223) (224,161)
Forfeitures (1,286) (992) (8,810)
--------- --------- ---------
(513,395) (380,215) (232,971)
Income & changes in plan equity for the year 505,893 449,450 1,140,813
Plan equity at beginning of year 3,603,535 3,154,085 2,013,272
---------- ---------- ----------
Plan equity at end of year $4,109,428 $3,603,535 $3,154,085
========== ========== ==========
See accompanying notes.
DATAPOINT CORPORATION PROFIT SHARING/EMPLOYEE SAVINGS PLAN
STATEMENTS OF FINANCIAL CONDITION
GUARANTEED INVESTMENT GROUP FUND
December 31, 1993 and 1992
1993 1992
Assets: -------- --------
Short-term investment $99 $57
Investments at fair value:
0 shares in 1993 and 171,761 shares in 1992 0 171,761
Contributions receivable:
Datapoint Corporation 305 3,502
Interest receivable 0 1,297
-------- -------
404 176,617
Liabilities:
Transfers outstanding 0 157,199
Payable to participants 0 10,558
Forfeitures 250 5,358
-------- -------
Fund Equity $154 $14,060
======== =======
See accompanying notes.
DATAPOINT CORPORATION PROFIT SHARING/EMPLOYEE SAVINGS PLAN
STATEMENTS OF INCOME AND CHANGES IN FUND EQUITY
GUARANTEED INVESTMENT GROUP FUND
For the Years Ended December 31, 1993, 1992, and 1991
1993 1992 1991
Investment income: -------- -------- --------
Interest income $192 $15,212 $32,730
Net depreciation in fair value of investments 0 (42) 0
Transfers (3,511) (162,743) (230,445)
Withdrawals and distributions (29) (12,264) (15,178)
Forfeitures 0 0 (64)
--------- --------- ---------
(3,540) (175,049) (245,687)
Income & changes in plan equity for the year (3,348) (159,837) (212,957)
Fund equity at beginning of year 3,502 163,339 376,296
--------- --------- --------
Fund equity at end of year $154 $3,502 $163,339
========= ========= ========
See accompanying notes.
DATAPOINT CORPORATION PROFIT SHARING/EMPLOYEE SAVINGS PLAN
STATEMENTS OF FINANCIAL CONDITION
GUARANTEED INVESTMENT OPEN END FUND
December 31, 1993 and 1992
1993 1992
Assets: -------- --------
Short-term investment $209 $120
Investments at fair value:
1,060,587 shares in 1993 and 1,036,775
shares in 1992 1,060,587 1,036,775
Contributions receivable:
Datapoint Corporation 50 50
Transfers outstanding 2,479 139,883
Interest receivable 5,093 5,433
---------- ---------
1,068,418 1,182,261
Liabilities:
Payable to participants 0 51,651
Forfeitures 6,051 887
---------- ----------
Fund Equity $1,062,367 $1,129,723
========== ==========
See accompanying notes.
DATAPOINT CORPORATION PROFIT SHARING/EMPLOYEE SAVINGS PLAN
STATEMENTS OF INCOME AND CHANGES IN FUND EQUITY
GUARANTEED INVESTMENT OPEN END FUND
For the Years Ended December 31, 1993, 1992, and 1991
1993 1992 1991
Investment income: -------- -------- --------
Interest income $67,598 $57,083 $29,720
Contributions:
Datapoint Corporation 31,490 36,481 148,676
Participants 126,720 145,943 152,383
------- ------- -------
225,808 239,507 330,779
Transfers (110,933) 144,724 167,706
Withdrawals and distributions (182,175) (59,381) (18,033)
Forfeitures (56) (91) (267)
--------- -------- --------
(182,231) (59,472) (18,300)
Income & changes in plan equity for the year (67,356) 324,759 480,185
Fund equity at beginning of year 1,129,723 804,964 324,779
---------- ---------- --------
Fund equity at end of year $1,062,367 $1,129,723 $804,964
========== ========== ========
See accompanying notes.
DATAPOINT CORPORATION PROFIT SHARING/EMPLOYEE SAVINGS PLAN
STATEMENTS OF FINANCIAL CONDITION
CASH RESERVES FUND
December 31, 1993 and 1992
1993 1992
Assets: -------- --------
Short-term investment $2,394 $2,262
Investments at fair value:
948,487 shares in 1993 and 1,011,128 shares in 1992 948,487 1,011,128
Contributions receivable:
Datapoint Corporation 87 45
Interest receivable 4,593 2,802
------- ---------
955,561 1,016,237
Liabilities:
Transfers outstanding 40,585 34,989
Payable to participants 0 32,190
Forfeitures 10,108 9,844
-------- --------
Fund Equity $904,868 $939,214
======== ========
See accompanying notes.
DATAPOINT CORPORATION PROFIT SHARING/EMPLOYEE SAVINGS PLAN
STATEMENTS OF INCOME AND CHANGES IN FUND EQUITY
CASH RESERVES FUND
For the Years Ended December 31, 1993, 1992, and 1991
1993 1992 1991
Investment income: -------- -------- --------
Interest income $28,325 $35,036 $45,863
Contributions:
Datapoint Corporation 20,968 24,113 152,053
Participants 84,045 96,439 102,447
------- ------- -------
133,338 155,588 300,363
Transfers (69,669) 63,586 58,338
Withdrawals and distributions (97,735) (159,060) (113,487)
Forfeitures (280) (806) (989)
-------- --------- ---------
(98,015) (159,866) (114,476)
Income & changes in plan equity for the year (34,346) 59,308 244,225
Fund equity at beginning of year 939,214 879,906 635,681
-------- -------- --------
Fund equity at end of year $904,868 $939,214 $879,906
======== ======== ========
See accompanying notes.
DATAPOINT CORPORATION PROFIT SHARING/EMPLOYEE SAVINGS PLAN
STATEMENTS OF FINANCIAL CONDITION
EQUITY INCOME FUND
December 31, 1993 and 1992
1993 1992
Assets: -------- --------
Short-term investment $351 $314
Investments at fair value:
12,263 shares in 1993 and 11,547 shares in 1992
(Cost: $326,548 in 1993 and $295,059 in 1992) 414,985 334,991
Contributions receivable:
Datapoint Corporation 4 0
Dividends receivable 5,871 3
Interest receivable 16 8
Transfers outstanding 16,663 0
------- -------
437,890 335,316
Liabilities:
Transfers outstanding 0 146
Payable to participants 0 26,967
Forfeitures 1,324 975
-------- --------
Fund Equity $436,566 $307,228
======== ========
See accompanying notes.
DATAPOINT CORPORATION PROFIT SHARING/EMPLOYEE SAVINGS PLAN
STATEMENTS OF INCOME AND CHANGES IN FUND EQUITY
EQUITY INCOME FUND
For the Years Ended December 31, 1993, 1992, and 1991
1993 1992 1991
Investment income: -------- -------- --------
Dividend income $14,853 $11,671 $17,347
Interest income 41 47 65
Net appreciation in fair value of investments 56,056 29,533 44,267
Contributions:
Datapoint Corporation 12,574 11,418 43,880
Participants 50,272 45,662 39,097
------- ------- -------
133,796 98,331 144,656
Transfers 33,085 (27,190) (19,274)
Withdrawals and distributions (37,194) (28,736) (14,182)
Forfeitures (349) (6) 0
-------- -------- --------
(37,543) (28,742) (14,182)
Income & changes in fund equity for the year 129,338 42,399 111,200
Fund equity at beginning of year 307,228 264,829 153,629
-------- -------- --------
Fund equity at end of year $436,566 $307,228 $264,829
======== ======== ========
See accompanying notes.
DATAPOINT CORPORATION PROFIT SHARING/EMPLOYEE SAVINGS PLAN
STATEMENTS OF FINANCIAL CONDITION
MAGELLAN FUND
December 31, 1993 and 1992
1993 1992
Assets: --------- ---------
Short-term investment $645 $556
Investments at fair value:
19,855 shares in 1993 and 17,523 shares in 1992
(Cost: $1,212,409 in 1993 and $1,035,290 in 1992) 1,406,754 1,104,142
Contributions receivable:
Datapoint Corporation 95 0
Participants 0 48
Dividends receivable 80,885 0
Interest receivable 138 36
Transfers outstanding 25,459 52,451
--------- ---------
1,513,976 1,157,233
Liabilities:
Payable to participants 0 72,773
Forfeitures 9,893 9,522
---------- ----------
Fund Equity $1,504,083 $1,074,938
========== ==========
See accompanying notes.
DATAPOINT CORPORATION PROFIT SHARING/EMPLOYEE SAVINGS PLAN
STATEMENTS OF INCOME AND CHANGES IN FUND EQUITY
MAGELLAN FUND
For the Years Ended December 31, 1993, 1992, and 1991
1993 1992 1991
Investment income: -------- -------- -------
Dividend income $131,717 $155,502 $85,607
Interest income 191 89 58
Net appreciation (depreciation) in
fair value of investments 144,963 (80,077) 160,008
Contributions:
Datapoint Corporation 34,690 35,295 134,127
Participants 138,887 141,166 132,574
-------- -------- --------
450,448 251,975 512,374
Transfers 168,465 (17,712) 6,143
Withdrawals and distributions (189,397) (116,916) (62,764)
Forfeitures (371) (6) (7,490)
--------- --------- --------
(189,768) (116,922) (70,254)
Income & changes in fund equity for the year 429,145 117,341 448,263
Fund equity at beginning of year 1,074,938 957,597 509,334
---------- ---------- --------
Fund equity at end of year $1,504,083 $1,074,938 $957,597
========== ========== ========
See accompanying notes.
DATAPOINT CORPORATION PROFIT SHARING/EMPLOYEE SAVINGS PLAN
STATEMENTS OF FINANCIAL CONDITION
DATAPOINT COMMON STOCK FUND
December 31, 1993 and 1992
1993 1992
Assets: -------- -------
Short-term investment $1,937 $1,660
Investments at fair value:
34,744 shares in 1993 and 38,139 shares in 1992
(Cost: $77,800 in 1993 and $81,764 in 1992) 204,121 147,789
Contributions receivable:
Interest receivable 12 4
------- -------
206,070 149,453
Liabilities:
Transfers outstanding 4,016 0
Payable to participants 0 90
Forfeitures 664 433
-------- --------
Fund Equity $201,390 $148,930
======== ========
See accompanying notes.
DATAPOINT CORPORATION PROFIT SHARING/EMPLOYEE SAVINGS PLAN
STATEMENTS OF INCOME AND CHANGES IN FUND EQUITY
DATAPOINT COMMON STOCK FUND
For the Years Ended December 31, 1993, 1992, and 1991
1993 1992 1991
Investment income: -------- -------- --------
Interest income $100 $76 $155
Net appreciation in fair value of investments 68,136 61,455 18,454
Contributions:
Datapoint Corporation 1,494 1,639 29,145
Participants 5,976 5,924 5,128
------ ------ ------
75,706 69,094 52,882
Transfers (17,437) (665) 17,532
Withdrawals and distributions (5,579) (2,866) (517)
Forfeitures (230) (83) 0
-------- ------- ------
(5,809) (2,949) (517)
Income & changes in fund equity for the year 52,460 65,480 69,897
Fund equity at beginning of year 148,930 83,450 13,553
-------- -------- -------
Fund equity at end of year $201,390 $148,930 $83,450
======== ======== =======
See accompanying notes.
DESCRIPTION OF THE PLAN
The Datapoint Corporation Profit Sharing/Employee Savings Plan (the
"Plan") was adopted effective January 1, 1988 to provide retirement and
other benefits for employees of Datapoint Corporation (the "Company")
and certain of its subsidiaries. The Plan contains a cash or deferred
arrangement pursuant to Section 401(k) of the Internal Revenue Code of
1986 (the "Code").
ERISA - The Plan is generally subject to the provisions of Titles I
(Protection of Employee Benefit Rights), II (Amendments to the Internal
Revenue Code Relating to Retirement Plans) and III (Jurisdiction,
Administration, Enforcement) of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"). However, the Plan, as a defined
contribution plan, is not subject to Part 3 of Title I of ERISA
(Funding) nor the Title IV of ERISA (Plan Termination Insurance).
Plan administration - The Plan is administered by a Plan Administrator,
which is currently the Company.
Participation - All United States employees of the Company are eligible
to participate in the Plan provided that the employee has been employed
for at least 12 months by the Company.
Contributions - The Plan is funded by the following contributions:
1. Basic Contributions - These are voluntary pre-tax contributions to
the Plan and are made by a participant's election to reduce his
compensation by an amount measured in whole percentages ranging
between 1 percent and 5 percent. "Compensation" means the salary,
wages and commissions paid by the Company to an employee while he
is a participant in the Plan, including the Basic Contributions, but
excluding all other Employer contributions to the benefit plans and all
other forms of compensation.
The Plan places a fixed dollar limit per year on each employee's
Basic Contribution. The 1993 dollar limit was $8,994 as
established by Treasury Regulations and will be adjusted for
inflation pursuant to Treasury Regulations.
Basic Contributions are subject to certain tests established by
the Internal Revenue Service (the "IRS") which are intended to
prevent discrimination against lower paid employees, commonly
referred to as the actual deferral percentage ("ADP") test. The ADP
test imposes ceilings on the amounts that can be contributed as Basic
Contributions by certain "Highly Compensated Employees", as
specified by the Code.
2. Additional Basic Contributions - For any given Plan year in which
the Plan fails to meet the ADP test, the Company may elect to make
Additional Basic Contributions to the account of each Non-Highly
Compensated Employee in amounts necessary to cause the Plan, after
such contributions are made, to meet the test. The Additional Basic
Contribution made to each Non-Highly Compensated Employee is to be
a uniform percentage of such participant's annual compensation.
During 1993, 1992, and 1991, there were no Additional Basic
Contributions.
3. Discretionary Contributions - At the discretion of the Board of
Directors (the "Board") of the Company, the Company may contribute to
the Plan, as of the Plan Year, an amount in addition to the Matching
Contribution (see below). This contribution will be allocated to
each eligible employee based on the percentage each eligible
employee's Plan compensation is to the total covered Plan
Compensation. The Company anticipates that its Discretionary
Contribution will be made annually contingent upon the Company
meeting financial goals established annually by the Board. During
the years ended December 31, 1993, 1992, and 1991, the Company made
discretionary contributions of $0, $0, and $400,000 respectively,
to the Plan. The 1991 discretionary contribution consisted of cash
and $23,500 of the Company's common stock.
4. Matching Contributions - During the years ended December 31, 1993,
1992, and 1991, the Company contributed $.25 for each $1.00 of Basic
Contribution contributed per participant. The Matching Contribution is
made on the same frequency as the Basic Contribution and deposited to
the Plan at the same time as the Basic Contribution. The Matching
Contribution is at the discretion of the Board and will be decided on an
annual basis.
5. Rollover Contributions - A Participant, with the approval of the
Plan Administrator, may roll over to the Plan amounts distributed
directly from a qualified plan maintained, or formerly maintained, by
a current or former employer. Any amount so transferred will become
subject to all the terms of the Plan and will be deposited in a Rollover
Account. The aggregate of all contributions made to the Plan (other
than Rollover Contributions) may not exceed the lesser of $30,000 or 25
percent of any participant's compensation for any one year.
Transfers - The Plan allows participants to transfer their account
balances from one fund to another once each quarter.
Withdrawals - Under Section 401(k) of the Code, participants'
contributions may be withdrawn upon attainment of age 59 1/2 or to
satisfy a financial hardship as defined by the IRS regulations.
Distributions under the Plan generally must commence no later than April
1 of the calendar year following the calendar year in which the
participant attains age 70 1/2 or retires, whichever is later. If a
participant demonstrates to the Plan Administrator that they have a
financial hardship as defined by the IRS regulations, they may request a
withdrawal from their Rollover and/or Basic Contribution account an
amount sufficient to meet the financial need. Such withdrawal is
restricted to their Rollover Contribution (including earnings) and their
Basic Contribution (excluding earnings).
Forfeitures - Unvested amounts in terminating participants' accounts
will be forfeited and used to (1) reinstate previously forfeited account
balances of former participants that have returned to the Company and
(2) reduce the Company's obligation to contribute to the Plan. The
forfeitures will be taken from the participants' accounts at the time
final distributions are made to the employee(s) and may be utilized by
the Company at the next quarterly valuation date.
Distributions - A participant who ceases to be an employee is entitled
to receive their vested interest in the Plan, which is their total
vested participant account balance as of the quarterly valuation date
coinciding with or immediate following their termination of employment.
If a Discretionary Contribution is made at the end of the year in which
the participant's employment terminates, a participant whose employment
terminates as a result of retirement, disability or death will receive
an additional distribution equal to their pro rata share of the
Discretionary Contribution.
Vesting - Participants are vested in the Plan at the rate of 25 percent
per year. A participant is 100 percent vested in any contributions that
they make to the Plan and earnings on those contributions.
Termination - While the Company has not expressed any intent to
discontinue the Plan, the Board may terminate it upon notice to and
approval by the appropriate governmental agencies having jurisdiction of
such termination under ERISA. All of the participant's benefits under
the Plan, accrued as of the termination date, will become vested.
Federal Income Tax Consequences - The contributions to the Plan will
have the following tax consequences:
1. Basic Contributions reduce the participant's taxable income by the
amount of such contributions. The participant is not taxed when such
contributions are made and neither the contributions nor earnings
thereon are taxed while such amounts remain in the Plan. Basic
Contributions are generally subject to withholding of social security
taxes on such amounts.
2. Additional Basic Contributions are not taxable to the participant
when such contributions are made and neither the contributions nor
the earnings thereon are taxed while such amounts remain in the
Plan.
3. Participants are not taxed on matching contributions when such
contributions are made and neither the contributions nor earnings
thereon are taxed while such amounts remain in the Plan.
4. The earnings on Rollover Contributions are not taxed while such
amounts remain in the Plan.
The distributions of participant accounts will have the following
federal income tax consequences:
1. Basic Contributions, Matching Contributions, Additional Basic
Contributions and Discretionary Contributions and earnings accrued
thereon (other than unrealized appreciation in stock value) are
taxed at ordinary income rates (subject to lump sum distribution
rules) upon withdrawal.
2. Distributions of "excess contributions" under the ADP rules (and
any income relating thereto) are taxable to participants at ordinary
income rates as of the calendar year in which the employee would have
received the contribution as cash (but for the deferral elections).
Distributions of excess Matching Distributions ( and any income relating
thereto) are taxable at ordinary rates as of the calendar year on behalf
of which the contributions were made.
3. Amounts received as the result of a hardship withdrawal are
taxable at ordinary income rates in the year of receipt and will be
subject to a 10 percent penalty if the participant is under age 59 1/2.
4. Distributions attributable to Basic Contributions, Matching
Contributions and the earnings thereon, which are paid in a lump sum
to the recipient in one taxable year and which constitute the balance
to the credit of such participant, may be eligible for five-year (and
in limited circumstances, ten-year) averaging under Section 402(e) of
the Code.
5. Any taxable distribution will be subject to an additional 10
percent penalty if it was not made as a result of death, disability,
separation of service after age 55, or an in-service distribution
after age 59 1/2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Investments - Investments are valued at market value for those
investments having readily available market quotations and fair value
for other investments as of December 31, 1993 and 1992. Cost of
investments sold is determined based on the average cost method.
Contributions - Contributions are recorded in the month payroll
deductions are made for plan participants.
Expenses - The Company pays all fees and expenses incurred for
administration of the Plan.
Federal Income Taxes - An IRS determination letter dated August 4, 1988,
has been received stating that the Plan qualifies under Section 401(a)
and 401(k) of the Code and the related trust is therefore exempt from
federal income tax under Section 501(a).
Fund Management - On January 1, 1988, the Company entered into an
agreement with Frost National Bank (the "Trustee") and established the
"Datapoint Corporation Profit Sharing/Employee Savings Plan Trust" (the
"Trust") to carry out the purposes of the Plan.
INVESTMENTS
On January 1, 1988, the Company entered into an agreement with the
Trustee to administer the Trust pursuant to the terms of the Plan. The
Trustee maintains the contributions in accordance with participants'
instructions in one or more of the investment options. The first four
investment options are sponsored by Fidelity Investments. The five
investment options are:
1. Guaranteed Investment Open End Fund -- This fund invests in the
Guaranteed Investment Open End Trust operated by Fidelity Investments
exclusively for the Plan. The Guaranteed Investment Open End Fund
invests in guaranteed investment contracts with blended interest
rates issued by insurance companies, in order to provide a guaranteed
principal and secure interest rates. This fund operates the same as the
Guaranteed Investment Group Fund, except that there is no
guaranteed rate of return. This fund was started by Fidelity
Investments to replace the Guaranteed Investment Group Fund.
2. Cash Reserve Fund -- This fund invests exclusively in Fidelity
Investments Cash Reserve Mutual Fund which is a money market fund
that seeks to maintain the principal's value at a stable level.
This fund invests in high-quality U.S. dollar denominated money market
instruments of domestic and foreign issuers. The dividend yield
fluctuates daily in response to changes in short-term interest rates.
3. Equity-Income Fund -- This fund invests exclusively in Fidelity
Investments Equity-Income Mutual Fund which is a growth and income
fund. It seeks a reasonable income by investing primarily in
income-producing equity securities. The fund normally invests at
least 80 percent of assets in income-producing common or preferred
stock, bonds and convertible securities.
4. Magellan Fund -- This fund invests exclusively in Fidelity
Investments Magellan Mutual Fund which is an aggressive growth fund
and seeks appreciation by investing primarily in common stocks and
securities convertible into common stocks.
5. Datapoint Common Stock Fund -- This fund invests exclusively in the
Company's common stock. Purchases of common stock for this fund will
be made by the Trustee either on the open market or directly from
the Company. The purchase price of common stock purchased directly
from the Company shall be equal to the simple average of the high and
low price of the common stock, as published in the Wall Street
Journal on the trading day the date the common stock is purchased for
this Fund. In addition, no fees or commissions will be payable in
connection with the stock purchase from the Company. Any fees,
commissions or other charges associated with the purchase or sale of the
common stock on the open market is paid by the Common Stock Fund.
There were 304 employees who were participants in the Plan at December
31, 1993. The number of participants in each fund were:
Guaranteed Investment Open End Fund 121
Cash Reserve Fund 108
Equity-Income Fund 71
Magellan Fund 133
Datapoint Common Stock Fund 15
The total number of participants in the Plan was less than the sum of
the number of participants shown above because many were participating
in more than one fund.
Voting - Prior to the distribution of the shares of common stock to a
participant, the Trustee will exercise all voting rights of the
Company's common stock allocated to a participant's account.
BENEFITS PAYABLE
Amounts allocated to accounts of persons electing to withdraw from the
plan but not yet paid were $64,637 at December 31, 1993. This amount is
included in plan equity. This amount has been included as a liability
on Form 5500 as required by ERISA.
SUPPLEMENTAL SCHEDULES
DATAPOINT CORPORATION
PROFIT SHARING/EMPLOYEE SAVINGS PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS
Year Ended December 31, 1993
<TABLE>
The following represents the series of reportable transactions for the
year ended December 31, 1993:
<CAPTION>
Current
Identity of Purchase Expenses Value on
Party Description Units Price at Units Sales Incurred Cost of Date of Net Gain
Involved of Assets Purchased Acquisition Sold Price with Sale Asset Transaction or (Loss)
_______ ____________ _________ ___________ _______ ________ _________ _______ ___________ _________
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Fidelity GIC Open End 364,533 $364,533 - - - $364,533 $364,533 -
Investments Fund - - 340,721 $340,721 - $340,721 $340,721 -
Fidelity Cash Reserves 128,251 $128,251 - - - $128,251 $128,251 -
Investments Fund - - 190,892 $190,892 - $190,892 $190,892 -
Fidelity Magellan 3,972 $275,300 - - - $275,300 $275,300 -
Investments Fund - - 1,640 $115,950 - $98,181 $98,181 $17,769
Fidelity Equity Income 2,039 $65,665 - - - $65,665 $65,665 -
Investments Fund - - 1,323 $41,631 - $34,176 $34,176 $7,455
</TABLE>
DATAPOINT CORPORATION
PROFIT SHARING EMPLOYEE/SAVINGS PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT
Year Ended December 31, 1993
Description Market
of Assets Units Cost Value
- - - ------------ --------- ---------- ----------
GIC Open End
Fund 1,060,587 $1,060,587 $1,060,587
Cash Reserve
Fund 948,487 $948,487 $948,487
Equity-Income
Fund 12,263 $326,548 $414,985
Magellan
Fund 19,855 $1,212,409 $1,406,754
Datapoint Common 34,744 $77,800 $204,121
Stock Fund
