SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1 TO
ANNUAL REPORT UNDER SECTION 10 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR PERIOD ENDING JULY 30, 1994
Commission file number 1-7636
DATAPOINT CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 74-1605174
(State or 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)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT
Title of each class Name of each exchange on which registered
Common Stock, $.25 par value New York Stock Exchange
$1.00 Exchangeable Preferred Stock, $1.00 par value New York Stock Exchange
8-7/8% Convertible Subordinated Debentures Due 2006 New York Stock Exchange
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 [X]
The aggregate market value of the voting stock held by nonaffiliates of the
registrant was approximately $22,821,850 as of June 2, 1995 (based on the last
reported sale price of such stock on the New York Stock Exchange).
As of June 2, 1995, 13,041,057 shares of Datapoint Corporation Common Stock,
exclusive of 7,950,160 shares held in Treasury.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FOR 10-K-A
AMENDMENT TO APPLICATION OR REPORT
FILED PURSUANT TO SECTION 12, 13, OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATAPOINT CORPORATION
AMENDMENT NO. 1 TO FORM 10K
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual report to the Commission on
Form 10-K for the year ended July 30, 1994, as set forth below.
ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
At the Annual Meeting, seven directorships are to be filled, constituting the
entire Board of Directors of Datapoint, the directors so elected to hold office
until the next annual meeting of stockholders and until their respective
successors are elected and qualified.
Although the Board of Directors does not contemplate that any of the nominees
for directors named herein will be unavailable for election, in the event of a
vacancy in the slate of nominees, the proxy will be voted for the election of a
nominee who will be selected by the Board of Directors, unless the Board of
Directors elects instead to reduce the number of directors.
The nominees for election as directors are as follows:
GERALD N. AGRANOFF, age 48, is currently Vice President, General Counsel and
Corporate Secretary of Datapoint. Mr. Agranoff has been a General Partner of
Arbitrage Securities Company, for more than five years. Mr. Agranoff also has
been a General Partner of Plaza Securities Company since January, 1987, and a
Trustee of MAI Liquidating Trust since February 1986. Mr. Agranoff is a
director of Bull Run Corporation, Atlantic Gulf Communities, The American Energy
Group, Ltd., and Canal Capital Corporation. Mr. Agranoff also has been the
General Counsel to Arbitrage Securities Company and Plaza Securities Company
for more than five years. He has been a director of Datapoint since 1991.
DORIS D. BENCSIK, age 63, is currently President and Chief Operating Officer of
Datapoint. Mrs. Bencsik has been a member of the Datapoint's Board of Directors
since 1985. During 1992 - 1993 Mrs. Bencsik has been employed by Modular
Computer Systems Inc., as President and Chief Executive Officer. In addition,
Mrs. Bencsik has maintained a business consulting practice for more than the
past five years, in which she served as a consultant to Datapoint from October
1992 to February 1993. In February 1993, she entered the employment of
Datapoint as Executive Vice President and Chief Operating Officer, and was
promoted to President in November 1993. Mrs. Benscik also worked at Datapoint
from 1982 to 1987. Mrs. Bencsik joined Datapoint in November 1982 as Vice
President, Engineering. In May 1984, she was promoted to Vice President,
Operations, and was promoted to Senior Vice President, Operations in January
1985. In November 1985, she was promoted to Executive Vice President, Chief
Operating Officer and elected as a member of the Board of Directors. In January
1987, Mrs. Bencsik was named acting Chief Executive Officer and in June 1987,
was named to the Office of the President. Mrs. Bencsik is a member of the
Executive and Special Committees.
ASHER B. EDELMAN, age 55, joined Datapoint's Board of Directors as its Chairman
in March 1985, and has served in that capacity and as Chairman of its Executive
Committee to the present date, and as Chief Executive Officer since February
1993. Mr. Edelman has served as General Partner of Plaza Securities Company, an
investment partnership since July 1979. From January 1977 through June 1984 he
served as the General Partner of Arbitrage Securities Company, a broker-dealer;
from June 1984 he has served as General Partner of Asco Partners, the sole
general partner of Arbitrage thereafter. Mr. Edelman is a director, Chairman of
the Board and Chairman of the Executive Committee of Canal Capital Corporation
(formerly United Stockyards Corporation); a director and President of Canran
Corp., which is a General Partner of Canal-Randolph Limited Partnership.
IRVING J. GARFINKEL, age 58, has been a General Partner of Asco Partners, the
sole general partner of Arbitrage Securities Company, for more than five years.
Mr. Garfinkel also has been a General Partner and controller of Plaza Securities
Company for more than the past five years. He has served as a director of
Datapoint since 1991, and is Chairman of the Audit Committee.
DANIEL R. KAIL, age 59, has been Managing Trustee of Management Assistance Inc.
Liquidating Trust since January 1986, and prior thereto had been a director,
Executive Vice President and Chief Operating Officer since October 1984 of
Management Assistance Inc., a computer manufacturing and servicing company. He
also was a director and Executive Vice President of Canal Capital Corporation
from 1987 until 1991. He has served as a director of Datapoint since 1985 and
is Chairman of the Compensation Committee.
DIDIER M. M. RUFFAT, age 58, served for 25 years in various capacities with
France's BULL computer group, most recently as President and Chief Executive
Officer of BULL Europe, and previously in senior executive positions in sales,
marketing and finance. He has served as a director of Datapoint since December
1993 and is a member of the Compensation Committee.
BLAKE D. THOMAS, age 44, is currently the Acting Managing Director of
Datapoint's New Zealand subsidiary. In addition, he has been engaged in the
business of investing in listed securities for more than five years. He is
President of Blake D. Thomas, Inc., a corporation that until 1991 published The
Thomas Report, an investment newspaper that specialized in evaluating stocks
traded on the New York Stock Exchange, was General Partner of Mainsail Limited
Partnership from 1990 until its dissolution in December 1992, has been since
1990 General Partner of Foresail Limited Partnership, and has been since
November 1991 President of Symba, Inc., the General Partner of Windward Limited
Partnership, each of which is engaged in the business of investing in listed
securities. He has served as a director of Datapoint since 1992 and is a member
of the Special Committee. He has also served since August 1994 as a special
consultant for the Board on Datapoint general management and business affairs.
Datapoint, Mr. Edelman, Mr. Thomas and Mainsail Limited Partnership entered into
an agreement in settlement of litigation involving an exchange offer for
Datapoint's now-extinguished $4.94 Exchangeable Preferred Stock whereby, among
other things, Datapoint agreed to propose (and Mr. Edelman agreed to support)
Mr. Thomas for election to the Board of Directors of Datapoint at the 1991 and
1992 annual meetings of stockholders.
ITEM 11 EXECUTIVE COMPENSATION
COMPENSATION OF DIRECTORS
Directors who are employees of Datapoint receive no additional compensation for
serving on the Board of Directors or its committees. Each director who is not
an employee of Datapoint receives fees as follows: Each non-employee director
receives an annual fee of $15,000, payable in quarterly installments. Executive
Committee members receive an additional $5,000 annual fee. Committee Chairmen
receive an additional $2,000 annual fee. Board members serving on more than one
committee receive an additional $1,000 annual fee. Each non-employee director
also receives a fee of $750 for each Board meeting attended, $500 for each
committee meeting attended and $500 for attendance at each meeting on
Datapoint's business other than a Board of Directors or committee meeting. Each
non-employee director is, at Datapoint's expense, provided with $50,000 of group
term life insurance and $250,000 accidental death insurance. Each non-employee
director has the option to purchase, at his own expense, coverage for himself
and his dependents under Datapoint's group medical and dental insurance plan.
Datapoint maintains a retirement plan and a retirement medical care plan to
cover non-employee Board members. Both plans presently are purely contractual
rather than funded, and are self-insured except that retirees are required to
participate in Medicare parts A and B. The retirement plan provides for a
maximum annual benefit equal to a director's annual retainer in effect on the
date of retirement. A partial benefit will be paid to directors with less than
five years' service, and a full benefit will be paid to directors with five or
more years of service. The benefit will be payable for the greater of ten
years or life, and in the event a retiree should die within ten years of
retirement, the remaining benefit will be paid to his estate. The retirement
medical care plan affords non-employee directors, upon retirement, benefits and
premiums equivalent to COBRA coverage available to certain former employees
and/or dependents under Datapoint's group medical plan.
Director Thomas has worked since August 1994 as a special consultant for which
he has received compensation of $500 per day payable in shares of common stock
until May 1, 1995. Subsequently, on May 5, 1995, in consideration of the
additional work and responsibilities he has taken on for the Company as a
special consultant, the Board of Directors approved a special compensation
package for Director Thomas. From May 1, 1995, through July 31, 1995, he will be
paid at the rate of $500 per day for his services, plus travel and housing
expenses, plus additional compensation of a flat $2,000 per week. Director
Thomas will also be entitled to participate in the Executive Health Benefit
program of the Company. The Board also approved a one time special issuance of
45,000 shares of common stock of the Company to Director Thomas in recognition
of his service to the Company. During the term of the agreement with Director
Thomas, he will not accrue nor receive any regular Board or committee fees.
Director Ruffat has received compensation of $10,000 per month since January
1994 for consultant services.
EXECUTIVE COMPENSATION
In 1992, the United States Securities and Exchange Commission amended the proxy
disclosure requirements covering compensation of executive officers. These
requirements call for a new format that includes a report by the Compensation
Committee on Datapoint's policies for making executive compensation decisions,
including the factors and criteria on which the chief executive officer's
("CEO") pay is based; a series of tables covering annual and long-term
compensation; and a performance graph comparing the Company's five-year
cumulative total stockholder return with the cumulative return a broad market
index and another selected index.
Compensation Committee Report
Datapoint's executive compensation program is based on three fundamental
principles.
Datapoint must offer compensation opportunities sufficient to attract, retain
and reward talented executives who are sufficiently capable of addressing the
challenges of a worldwide business in a difficult industry.
Compensation should include a substantial component of pay-for-performance
sufficiently related to the financial results of the Company and/or the
executive's performance to financially motivate the executive's efforts to
increase stockholder value. This may cause individual compensation amounts to
change significantly from year to year.
Compensation should provide a direct link between the long-term interests of
executives and stockholders. Through the use of stock-based incentives, the
Compensation Committee focuses the attention of executives on managing the
Company from the perspective of an owner with an equity stake.
For executive officers, compensation now consists primarily of base salary, a
short-term performance incentive opportunity in the form of a variable cash
bonus based on either the financial performance of the Company or of their area
of responsibility, and a long-term incentive opportunity provided by stock
options.
The committee also obtains ratification by the non-employee members of the Board
on most aspects of compensation and long-term incentives for executive officers.
The remainder of this Report reviews the annual and long-term components of
Datapoint's executive compensation program, along with the decisions made by the
committee regarding fiscal year 1994 compensation for both the CEO and the other
named executive officers.
Total Annual Compensation
Annual cash compensation consists of two components - a fixed base salary and a
variable annual bonus opportunity. As an executive's level of responsibility
increases, a larger portion of total annual pay is based on bonus and less on
salary. None of the named executives received a salary change during the past
year other than Mr. David Berger through promotion, and Mr. Edelman's salary was
last increased in December, 1990. The Committee sets the base salary of
executive officers based upon a subjective analysis of competitive salaries of
equally qualified executives, occasionally confirmed by reference to general
salary surveys; prior compensation of the individual or of previous holders of
the position is also considered. Contractual minimum base salaries are
customarily negotiated with the executives.
The short-term performance incentive bonus opportunity is established either as
a percentage, unique for each individual, of a numerical corporate performance
indicia, or as a target percentage of pay which is the amount that can be earned
based upon assigned objectives being met. Performance is measured as a percent
of attainment against these objectives. When performance exceeds objectives, an
executive's incentive pay can exceed the target rate, and when it falls below,
as was the case in fiscal years 1994 and 1993, individual incentive pay is
reduced accordingly.
Mr. Edelman's and Mrs. Bencsik's bonuses are based on a contractually specified
percentage of Datapoint's pre-tax profits, which are defined as net pre-tax
earnings, excluding the excess over $10 million of the net of any extraordinary
gains, due to debt repurchase or exchange, against all extraordinary losses.
During fiscal year 1994, the Company incurred net losses and therefore no
bonuses were paid in 1994 under these contractual arrangements.
The remainder of the named executives have been assigned bonus targets of 30-33%
of their base salary based upon 100% achievement of individualized goals and
objectives, a substantial portion of which are related to the financial
performance of corporate functions relevant to their respective
responsibilities. No named executive was paid a bonus for fiscal year 1994.
Long Term Incentives
The committee believes that stock options appropriately link executive interests
to the enhancement of stockholder value and utilizes them as its long-term
incentive program; no additional long-term incentive programs are utilized.
Stock options generally are granted at fair market value as of the date of
grant, become exercisable over three years, and have a term of ten years. The
stock options provide value to the recipients only when the price of Datapoint
stock increases above the option grant price.
In 1993, the committee granted stock options to executive officers, as well as
to other executives and selected key employees. In determining the size of the
grant for Mr. Edelman and the other named executive officers, the committee
assessed the following factors: their potential by position and ability (i) to
contribute to the creation of long-term stockholder value; (ii) to contribute to
the successful execution of Datapoint's product line broadening strategy; and
(iii) to implement Datapoint's cost reduction objectives; (iv) their relative
levels of responsibility; and (v) the number of options they already held.
This report has been provided by the Compensation Committee.
Daniel R. Kail, Chairman
Didier M.M. Ruffat
Summary Compensation Table
<TABLE>
<CAPTION>
Annual Compensation Long-Term
Compensation
Name and Other All
Principal Fiscal Annual Stock Options Other
Position Year Salary Bonus Compensation Granted (#) Compensation
<S> <C> <C> <C> <C> <C> <C>
Asher E. Edelman (1) 1994 $300,534 0 $190,012(2) 0 0
Chairman of the Board and 1993 300,000 0 184,734(2) 50,000 0
Chief Executive Officer 1992 300,534 $342,000 169,813(2) 125,000 $10,752(3)
Doris D. Bencsik (4) 1994 259,615 0 0 75,000 31,798(8)
President and 1993 76,154(5) 0 56,500(6) 75,000 31,798(8)
Chief Operating Officer 1992 0 0 0 25,000(7) 31,798(8)
Keith L. Thrower (14) 1994 165,000 0 90,140(2) 0 0
Vice President, 1993 165,000 0 87,082(2) 10,000 0
Technical Services 1992 167,676 45,000 78,490(2) 20,000 0
Jan Berger (12) 1994 180,000 0 30,190(2) 0 0
Vice President, Marketing 1993 180,000 0 36,000(2) 10,000 0
1992 180,000 49,680 51,064(2) 20,000 0
David Berger (9) 1994 150,000 0 110,999(13) 0 0
Vice President, Sales and 1993 133,358 284,726(10) 11,615(11) 40,000 0
Distribution 1992 126,094 24,893 12,667(11) 0 0
</TABLE>
Table Footnotes
(1) Asher E. Edelman was named Chief Executive Officer in November 1992 (fiscal
1993).
(2) Represents payments incident to foreign assignment.
(3) The amounts shown in this column represent the Company's profit sharing
contributions to Mr. Edelman's account under the Datapoint Corporation
Profit Sharing/Employee Savings Plan. The 1992 profit sharing contribution
consisted of 4778.45 shares of Datapoint common stock at $2.25 per share,
the value of the stock at the time of award.
(4) Doris D. Bencsik commenced employment with the Company on a half-time basis
as Executive Vice President and Chief Operating Officer in February of
fiscal 1993 and converted to a full-time status and was promoted to
President on November 1, 1993, at a minimum annual salary of $300,000.
(5) Amount reflects half-time status and partial year of employment.
(6) Includes consulting fees of $55,000 attributable to service from October
1992 through January 1993.
(7) Awarded under 1991 Director Stock Option Plan.
(8) Represents contractually fixed supplemental early retirement benefit
attributable to prior service as an officer from 1982-87.
(9) David Berger commenced employment with the Company in May of fiscal 1991
and was named Vice President, Sales and Distribution in July 1993.
(10) Represents performance bonus paid for service as managing director of
United Kingdom subsidiary.
(11) Represents value of personal use of company automobile as managing director
of United Kingdom subsidiary.
(12) Jan Berger commenced employment with the Company in June of fiscal 1991.
(13) Represents payments incident to relocation and foreign assignment.
(14) Mr. Thrower commenced employment with the Company in April of fiscal 1991.
Stock Option Grants in Last Fiscal Year (1)
<TABLE>
<CAPTION>
Options Granted in Fiscal 1994
% of Total
Options Potential Gain at Assumed
Number of Granted to Exercise Annual Rates of Stock Price
Options Employees in Price Expiration Appreciation for Option Term (3)
Name Granted (2) Fiscal Year Per Share Date 5% 10%
<S> <C> <C> <C> <C> <C> <C>
Asher E. Edelman 0 0.00% n/a n/a n/a n/a
Doris D. Bencsik (4) 75,000 27.08% 6.31 9/27/03 297,622 754,237
Didier M.M. Ruffatt 25,000 9.03% 6.31 12/16/03 99,207 251,412
Jan Berger 0 0.00% n/a n/a n/a n/a
Keith L. Thrower 0 0.00% n/a n/a n/a n/a
Gain for all stockholders at assumed annual rates of stock price appreciation (5): $34,064,751 $86,327,270
</TABLE>
(1) No Stock Appreciation Rights (SARs) have ever been granted by Datapoint.
(2) Each grant becomes exercisable in three equal annual installments commencing
on the first anniversary date.
(3) The dollar amounts under these columns are the result of calculations at the
5% and 10% rates required by the SEC and, therefore, are not intended to
forecast possible future appreciation, if any, of the stock price.
(4) These options become completely exercisable immediately should Datapoint
terminate Mrs. Bencsik's employment without her consent, other than for
cause.
(5) These amounts represent the increase in the market value of Datapoint's
outstanding shares (14.4 million) as of July 30, 1994, that would result
from the same stock price assumptions used to show the potential realizable
value for the named executives.
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year End Option
Values
<TABLE>
<CAPTION>
Number of Value of Unexercised
Shares Number of Unexercised In-the-Money Options
Acquired on Value Options at July 30, 1994 at July 30, 1994
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
Asher E. Edelman 0 0 275,000 50,000 447,917 17,708
Doris D. Bencsik 10,000 $27,750 40,000 125,000 18,750 0
David Berger 10,000 $47,500 13,333 26,667 0 0
Jan Berger 0 0 36,667 13,333 61,667 7,083
Keith L. Thrower 0 0 36,667 13,333 61,667 7,083
</TABLE>
Performance Graph
Set forth below is a line graph comparing the five-year cumulative total return
for Datapoint common stock with the Dow Jones 65-Composite Average, a broad
equity market index, and the Dow Jones computer systems index, excluding IBM.
Comparison of Five-Year Cumulative Total Return
<TABLE>
<CAPTION>
Datapoint Corporation
Stock Price Analysis
Year Datapoint Common Stock Dow Jones Computer Dow Jones 65-Computer
systems index (w/o IBM) Composite average
Actual YE Base YE Actual YE Base YE Actual YE Base YE
<S> <C> <C> <C> <C> <C> <C>
FY94 3.75 71.43 181.90 80.80 1,635.12 148.06
FY93 7.00 133.33 148.27 65.87 1,609.55 145.74
FY92 2.38 45.24 214.45 95.26 1,414.24 128.06
FY91 1.38 26.19 213.52 94.85 1,237.82 112.08
FY90 1.63 30.95 218.56 97.09 1,135.06 102.78
FY89 5.25 100.00 225.11 100.00 1,104.39 100.00
</TABLE>
The graph assumes $100 invested on July 30, 1989, in Datapoint common stock and
each of the Dow Jones indexes, and that all dividends were reinvested. During
the five-year period Datapoint did not pay any dividends on its common stock.
EMPLOYMENT AGREEMENTS
Effective April 25, 1990, Datapoint entered into a written employment agreement
memorializing an existing understanding concerning the employment of Mr. Edelman
as Chairman of the Board of Directors and the Executive Committee of Datapoint.
The agreement, as amended, now provides for a base salary of $300,000, an annual
bonus opportunity, and payment of certain of his expenses, subject to
limitations, including expenses relating to his presence at Datapoint's European
offices. The amended agreement further provides for a lump-sum payment of two
years salary and benefits plus one year of bonus at plan should Mr. Edelman's
employment involuntarily terminate other than by death or disability, or for
"cause" as strictly defined therein.
Effective February 4, 1993, Datapoint entered into an agreement with Mrs.
Bencsik providing for her employment as Executive Vice President and Chief
Operating Officer with a minimum annual base salary of $150,000 for half-time
service until November 1, 1993, and for her employment as President and Chief
Operating Officer with a minimum annual base salary of $300,000 for full-time
service thereafter. The agreement provides for an annual bonus opportunity,
certain executive benefits, and base salary continuation for two (2) years
should Datapoint terminate her employment prior to September, 1996 other than
for "cause" as strictly defined therein.
Effective July 1, 1993, Datapoint entered into an agreement with Mr. David
Berger providing for his employment as Vice President, Sales and Distribution,
at a minimum annual base salary of $150,000. The agreement provides for an
annual bonus opportunity, certain executive benefits, and continuation of base
salary and benefits for one year should Datapoint terminate his employment other
than for cause. The agreement also provides for expatriate accommodations
incident to foreign assignment.
Effective June 1, 1991, Datapoint entered into an agreement with Mr. Jan Berger
providing for his employment as Vice President, Marketing, at a minimum annual
base salary of $180,000. The agreement provides for an annual bonus
opportunity, certain executive benefits, and lump-sum payment of one year of
base salary as well as a continuation of benefits for one year should Datapoint
terminate his employment other than for "cause" as strictly defined therein.
The agreement also provides for expatriate accommodations incident to foreign
assignment.
Effective April 1, 1991, Datapoint entered into an agreement with Mr. Thrower
providing for his employment as Vice President, Services, at a minimum annual
base salary of $150,000. The agreement provides for an annual bonus
opportunity, certain executive benefits, and lump-sum payment of one year of
base salary as well as a continuation of benefits for one year should Datapoint
terminate his employment other than for "cause" as strictly defined therein.
The agreement also provides for expatriate accommodations incident to foreign
assignment.
ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information with respect to the Common Stock and
Preferred Stock owned beneficially by each director and by all directors and
executive officers as a group. Except as noted below, each person has full
voting and investment power over the shares indicated. Voting power includes
the power to direct the voting of the shares held, and investment power includes
the power to direct the disposition of shares held.
<TABLE>
<CAPTION>
Common Stock Preferred Stock
Beneficially Percent Beneficially Percent
Name of Director Owned (1) of Class Owned of Class
<S> <C> <C> <C> <C>
Gerald N. Agranoff (D) 25,000 (2)(5) 0 (2)(6)
Doris D. Bencsik (O&D) 50,154 (4) 13,400
Asher B. Edelman (O&D) 1,697,542 (3)(4) 13.0% 154,854 (3)(6) 8.7%
Irving J. Garfinkel (D) 25,000 (5) 0
Daniel R. Kail (D) 25,552 (4) 0 (2)
Didier Ruffat (D) 25,000 0
Blake D. Thomas (D) 64,883 44,872 2.5%
David Berger (O) 26,667 0 (6)
Jan Berger (O) 46,667 0
Keith Thrower (O) 46,667 0
James L. Richey, Jr. (O) 13,333 0
Phillip P. Krumb (O) 0 0
Executive Officers and
Directors of Datapoint
as a group (12 Persons) 2,046,465 15.7% 213,126 11.9%
Indicates less than 1% ownership
</TABLE>
(1) The information set forth above and in these notes as to capital stock
owned by officers and directors is current as of May 31, 1995, and includes
shares of Common Stock which may be deemed to be beneficially owned by
such persons by reason of stock options currently exercisable or which may
become exercisable within sixty (60) days after that date. The number of
shares deemed to be beneficially owned by reason of such options is: Mr.
Edelman, 158,333 Mrs. Bencsik 40,000, all other directors, 25,000 each
(total 125,000); Mr. David Berger, 26,667; Mr. Jan Berger, 46,667;
Mr. Thrower, 46,667; all officers and directors as a group, 443,334.
(2) Mr. Agranoff is a director of Canal Capital Corporation ("Canal"), which
owns 333,779 shares of Common Stock and 8,458 shares of Preferred Stock.
Mr. Agranoff disclaims beneficial ownership of these shares, and which are
not included in the beneficial ownership table above.
(3) Mr. Edelman's listed beneficial ownership of 1,697,542 shares of Common
Stock is explained in detail in this paragraph. As the controlling general
partner of each of Plaza Securities Company, A.B. Edelman Limited
Partnership and Citas Partners, which is the sole general partner of
Felicitas Partners, L.P., Mr. Edelman may be deemed to own beneficially
the 245,195, 783,890, and 4,402 shares held, respectively, by each of
such entities for purposes of Rule 13d-3 under the Exchange Act, and
these shares are included in the listed ownership. Also included are the
333,779 shares owned by Canal, in which companies Mr. Edelman and various
persons and entities with which he is affiliated own interests. By virtue
of investment management agreements between A.B. Edelman Management Company
Inc. and Canal, A.B. Edelman Management Company Inc. has the authority
to purchase, sell and trade in securities on behalf of Canal. A.B. Edelman
Management Company Inc. therefore may be deemed to be the beneficial owner
of the 333,779 shares owned by Canal. Asher B. Edelman is the sole
stockholder of A.B. Edelman Management Company Inc. and these shares are
included. Also, included are Mr. Edelman's presently exercisable options
to purchase 158,333 shares. Also included are the 150,004 shares owned
by Mr. Edelman's spouse, Maria Regina M. Edelman, the 939 shares issuable
upon conversion of the Company's 8-7/8% Convertible Subordinated Debentures
held by Maria Regina M. Edelman, and the 21,000 shares beneficially owned
by Mr. Edelman's daughters in accounts for which he is the custodian.
As a trustee of the Canal Retirement Plan, Mr. Edelman may be deemed to
own beneficially, and share voting and investment power over the 19,827
shares owned by such plan, which are excluded. Also excluded are 835
shares beneficially owned by Mr. Edelman's daughters in accounts for which
their mother, Penelope C. Edelman, is the custodian, the 500 shares owned
directly by Penelope C. Edelman. Mr. Edelman disclaims beneficial
ownership of these shares.
In addition, Mr. Edelman beneficially owns 154,854 shares of Preferred
Stock, explained in detail in this paragraph. As the controlling general
partner of each of Plaza Securities Company, A.B. Edelman Limited
Partnership and Citas Partners, which is the sole general partner of
Felicitas Partners, L.P., Mr. Edelman may be deemed to hold beneficially
the 81,384, 51,229 and 581 shares held, respectively, by each of such
entities for purposes of Rule 13d-3 under the Exchange Act, and these
shares are included in the amount stated in the first sentence of this
paragraph. Also included are the 8,458 shares owned by Canal, and the
13,202 shares owned by Mr. Edelman's spouse, Maria Regina M. Edelman. As
a trustee of the Canal Retirement Plan, Mr. Edelman may be deemed to own
beneficially, and share voting and investment power over the 39,586
shares, owned by such plan, which are excluded. Also excluded are the
38,330 shares owned by Mr. Edelman's daughters in accounts for which
their mother, Penelope C. Edelman, is the custodian and 15,009 shares
owned directly by Penelope C. Edelman. Mr. Edelman disclaims beneficial
ownership of these excluded shares.
(4) As of May 31, 1995, certain officers and directors of Datapoint
beneficially owned Datapoint's 8-7/8% Convertible Subordinated Debentures
("Debentures"). Ownership of such Debentures includes a right to convert
them into shares of Common Stock. Shares issuable upon any such
conversion have been included in the information set forth above: Doris
Bencsik, 3866; Regina Edelman, 939; Mr. Kail, 552.
(5) Messrs. Agranoff and Garfinkel are general partners of Plaza Securities
Company, which owns 245,195 shares of Common Stock and 81,384 shares of
Preferred Stock. They disclaim beneficial ownership of these shares, which
are not included in the beneficial ownership table above.
(6) Messrs. Agranoff, Edelman and David Berger are the trustees of the
Datapoint Corporation Supplemental Executive Retirement Plan. As trustees
of this plan, Messrs. Agranoff, Edelman and Berger may be deemed to own
beneficially, and share voting and investment power over the 62,000
preferred shares owned by such plan which are excluded. Messrs. Agranoff,
Edelman and Berger each disclaim beneficial ownership of these excluded
shares.
ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
As of July 30, 1994, the Company's Board Chairman Edelman and
directors/Compensation Committee members Agranoff, Kail and former Company
director Dwight D. Sutherland were also directors of Intelogic Trace, Inc.
("Intelogic"), comprising four of Intelogic's six directors. These directors
resigned from Intelogic, however, on December 8, 1994. [Intelogic filed a
voluntary petition for relief under Chapter 11 of the Bankruptcy Code in the
U.S. Bankruptcy Court, Western District of Texas, San Antonio Division, Case No.
94-52172-C-11 on August 5, 1994. Intelogic emerged from bankruptcy pursuant to
approval of a modified first amended plan of reorganization on November 28,
1994. However, on March 16, 1995, Intelogic again filed for bankruptcy
protection under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court,
Western District of Texas, San Antonio Division, Case No. 95-50753-LMC-11.
During that proceeding, substantially all of Intelogic's operating assets were
sold to a third party on April 5, 1995. Intelogic is effectively no longer in
business.]
As such however, the above directors/Compensation Committee members did receive
compensation and/or benefits from Intelogic prior to their resignations. Also,
these directors and former director may be deemed to have beneficially owned
approximately 15% of Intelogic's common stock as of July 30, 1994. In addition,
they had options to purchase shares of Intelogic common stock equal in the
aggregate to approximately 1% of the amount then outstanding. The overlap of
directors does not give rise to a reportable compensation committee interlock.
Since the 1985 spin-off of Intelogic from being Datapoint's U.S. computer
hardware maintenance division up until April 5, 1995, when substantially all of
its operating assets were sold to a third party, Datapoint engaged in and
continued to engage in various transactions with Intelogic as an independent
computer maintenance company. All such transactions were billed to Intelogic by
Datapoint at its cost. All other transactions between Datapoint and Intelogic
were pursuant to a Master Maintenance Agreement entered into at the time of the
spin-off and related to the ordinary business operations of both Datapoint and
Intelogic. For fiscal years 1994, 1993 and 1992, Intelogic paid Datapoint
approximately $196,000, $366,000 and $688,000, respectively, for equipment and
field support spares, royalties and expenses, and Datapoint paid Intelogic
approximately $28,000, $246,000 and $162,000, respectively, primarily for
services and sales. Included in accounts receivable are amounts due from
Intelogic of $298,000, $315,000 and $300,000, respectively.
During fiscal year 1991, Datapoint sold its outstanding stock in Datapoint
Canada, a wholly-owned subsidiary, to Intelogic. The proceeds consisted of
$350,000, in cash and 25,000 shares of Intelogic preferred stock, redeemable at
the option of Intelogic, in escalating amounts, beginning at $62.50 per share on
or before November 9, 1992, and increasing to $100.00 per share on or before
November 10, 1994, until a mandatory redemption date of November 9, 1995. The
preferred stock was to also accrue dividends at an annual rate of $10.00 per
share, if paid in cash, or at an annual rate of $18.00 per share if paid in
additional shares of preferred stock. As an element of the transaction,
the parties caused Datapoint Canada to repay approximately $1,300,000 in
operating capital loans provided to Datapoint Canada as a subsidiary of
Datapoint. No gain or loss was recorded in sale. As an aspect of consideration
for the sale, Datapoint received a five-year option to purchase substantially
all of Intelogic's holdings of Datapoint's common and preferred stock. The
option allowed Datapoint to purchase from Intelogic up to 2,700,000 shares of
Datapoint common stock for $0.75 a share and up to 85,000 shares of $4.94
Datapoint preferred stock for $1.375 a share. The $4.94 preferred shares owned
by Intelogic were exchanged for $1.00 preferred shares and 170,000 shares of
common stock in the Preferred Stock Exchange. Datapoint exercised its
preferred stock option and retired 85,000 shares of $1.00 preferred stock and
170,000 shares of common stock.
However, in September 1994, the Company reached an agreement with Intelogic, in
conjunction with Intelogic's court approved reorganization, to cancel its option
to purchase at $0.75 per share, its common stock held by Intelogic in exchange
for all of the Company's holdings of Intelogic preferred stock which had no
carrying value. As a result of the exchange, the Company received from Intelogic
2,400,000 shares of Datapoint common stock.
Director Agranoff provided various tax, legal and real estate consulting
services for Datapoint. During 1994, 1993 and 1992, Datapoint paid Mr. Agranoff
$126,000, $104,000 and $87,000, respectively, for those services. During fiscal
year 1994, Datapoint paid legal fees of $5,000 to the law firm of Pryor,
Cashman, Sherman & Flynn, to which firm Mr. Agranoff is of counsel, for legal
services provided by attorneys other than Mr. Agranoff.
SIGNATURES
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.
DATAPOINT CORPORATION
(Registrant)
By: /s/ Asher B. Edelman
Asher B. Edelman
Chief Executive Officer and
Chairman of the Board
DATED: ______________, 1995
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ Asher B. Edelman Chairman of the Board and _____________,1995
Asher B. Edelman Chief Executive Officer
(Principle Executive Officer)
/s/ Doris D. Bencsik President and Chief Operating Officer ___________,1995
Doris D. Bencsik
/s/ Phillip P. Krumb Vice President and ____________,1995
Phillip P. Krumb Chief Financial Officer
/s/ Gerald N. Agranoff Vice President, General Counsel _____________,1995
Gerald N. Agranoff and Corporate Secretary
/s/ Irving J. Garfinkel Director _____________, 1995
Irving J. Garfinkel
/s/ Daniel R. Kail Director ______________, 1995
Daniel R. Kail
/s/ Didier M.M. Ruffat Director _______________, 1995
Didier M.M. Ruffat
/s/ Blake D. Thomas Director _______________, 1995
Blake D. Thomas
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