SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT 2
(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 29, 1995.
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 74-16015174
(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)
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/__Phillip P. Krumb_______
Phillip P. Krumb
Date: July 12, 1995 Chief Financial Officer
<PAGE>
INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
Number Description of Exhibits Pages
(28) Annual Report on Form 11-K for the years ended December
31,1995, 1994 and 1993 for the Datapoint Corporation Profit
Sharing/Employee Savings Plan.
<PAGE>
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, 1995
___________
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 1995, 1994 and 1993, Datapoint Corporation (the "Company") made no
discretionary contributions to the Datapoint Corporation Profit
Sharing/Employee Savings Plan (the "Plan").
Item 4. Participating Employees.
There were 158 employees who were participants in the Plan December 31,
1995.
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
Gerald N. Agranoff Vice President, General
8400 Datapoint Drive Counsel and Corporate
San Antonio, Texas 78229 Secretary
Patrick J. Dossey Plan Administrator
8400 Datapoint Drive
San Antonio, Texas 78229
(b) None of the above administrators received any compensation for services
from the Plan during the year ended December 31, 1995.
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, 1995 Frost National Bank received
compensation of approximately $17,645 from 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, 1995,
1994, and 1993.
Item 9. Financial Statements and Exhibits.
(a) Financial Statements Page No.
Report of Independent Auditors F-1
Statements of Net Assets Available for Benefits -
Combined Funds
December 31, 1995 and 1994 F-2
Statements of Changes in Net Assets Available for Benefits -
Combined Funds
Years ended December 31, 1995, 1994, and 1993 F-3
Statements of Net Assets Available for Benefits at December 31, 1995
and 1994, and Statements of Net Assets Available for Benefits ended
December 31, 1995, 1994, and 1993 for the following funds: F-4
Managed Income Portfolio Fund
Cash Reserves Fund
Equity-Income Fund
Magellan Fund
Datapoint Common Stock Fund
International Growth & Income Fund
Asset Manager Account
Guaranteed Investment Group Fund
(b) Notes to Financial Statements F-19
(c) Schedules:
Schedules I, II and III have been omitted because the required information
is shown in the financial statements.
<PAGE>
DATAPOINT CORPORATION
PROFIT SHARING/EMPLOYEE SAVINGS PLAN
FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULES
DECEMBER 31, 1995, 1994 AND 1993
WITH
REPORT OF INDEPENDENT AUDITORS
<PAGE>
CONTENTS
Report of Independent Auditors
Financial Statements
Statement of Net Assets Available for Benefits -
Combined Funds
December 31, 1995 and 1994
Statement of Changes in Net Assets Available for Benefits-
Combined Funds
Years Ended December 31, 1995, 1994 and 1993
Statement of Net Assets Available for Benefits -
Managed Income Portfolio Fund
December 31, 1995 and 1994
Statement of Changes in Net Assets Available for Benefits -
Managed Income Portfolio Fund
Years Ended December 31, 1995, 1994 and 1993
Statement of Net Assets Available for Benefits -
Cash Reserves Fund
December 31, 1995 and 1994
Statement of Changes in Net Assets Available for Benefits -
Cash Reserves Fund
Years Ended December 31, 1995, 1994 and 1993
Statement of Net Assets Available for Benefits -
Equity-Income Fund
December 31, 1995 and 1994
Statement of Changes in Net Assets Available for Benefits -
Equity-Income Fund
Years Ended December 31, 1995, 1994 and 1993
<PAGE>
CONTENTS
Financial Statements (continued)
Statement of Net Assets Available for Benefits -
Magellan Fund
December 31, 1995 and 1994
Statement of Changes in Net Assets Available for Benefits -
Magellan Fund
Years Ended December 31, 1995, 1994 and 1993
Statement of Net Assets Available for Benefits -
Datapoint Common Stock Fund
December 31, 1995 and 1994
Statement of Changes in Net Assets Available for Benefits -
Datapoint Common Stock Fund
Years Ended December 31, 1995, 1994 and 1993
Statement of Net Assets Available for Benefits -
International Growth and Income Fund
December 31, 1995 and 1994
Statement of Changes in Net Assets Available for Benefits -
International Growth and Income Fund
Year Ended December 31, 1995 and 1994
Statement of Net Assets Available for Benefits -
Asset Manager Account
December 31, 1995 and 1994
Statement of Changes in Net Assets Available for Benefits -
Asset Manager Account
Year Ended December 31, 1995 and 1994
<PAGE>
Statement of Changes in Net Assets Available for Benefits -
Guaranteed Investment Group Fund
Years Ended December 31, 1994 and 1993
Notes to Financial Statements
Supplemental Schedules
Schedule of Assets Held for Investment Purposes
Schedule of Reportable Transactions
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.
<PAGE>
Report of Independent Auditors
Trust Committee
Datapoint Corporation
Profit Sharing/Employee Savings Plan
We have audited the accompanying statements of net assets available for
benefits of the Datapoint Corporation Profit Sharing/Employee Savings Plan
(Combined Funds, Managed Income Portfolio Fund, Cash Reserves Fund, Equity-
Income Fund, Magellan Fund, Datapoint Common Stock Fund, International
Growth and Income Fund, Asset Manager Account, and Guaranteed Investment
Group Fund) at December 31, 1995 and 1994, and the related statements of
changes in net assets available for benefits for each of the three years in
the period ended December 31, 1995. 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 net assets available for benefits of the
Datapoint Corporation Profit Sharing/Employee Savings Plan (Combined Funds,
Cash Reserves Fund, Equity-Income Fund, Magellan Fund, Datapoint Common
Stock Fund, International Growth and Income Fund, Asset Manager Account,
and Guaranteed Investment Group Fund) at December 31, 1995 and 1994, and
the changes in its net assets available for benefits for each of the three
years in the period ended December 31, 1995, 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 assets held for investment as of December 31, 1995 and
reportable transactions for the year then ended 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
July 3, 1996
<PAGE>
DATAPOINT CORPORATION PROFIT SHARING/EMPLOYEE SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
COMBINED FUNDS
December 31, 1995 and 1994
1995 1994
Assets:
Cash $2,232 $16,902
Short-term investment 42 1,209
Investments at fair value:
(Cost: $3,439,813 in 1995 and $4,348,210
in 1994) 3,904,524 4,459,234
Contributions receivable:
Employer 6,929 2,290
Participants 0 1,069
Dividends receivable 2,741 0
Interest receivable 60 69
3,916,528 4,480,773
Liabilities:
Forfeitures in suspense 7,918 28,989
Administrative fee payable 20,502 0
Net Assets Available For Benefit $3,888,108 $4,451,784
See accompanying notes
F - 2
<PAGE>
DATAPOINT CORPORATION PROFIT SHARING/EMPLOYEE SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
COMBINED FUNDS
For the Years Ended December 31, 1995, 1994, and 1993
1995 1994 1993
Investment income:
Dividend income $264,834 $170,723 $214,168
Interest income 1,410 30,097 28,849
Net appreciation (depreciation)
in fair value of investments 590,315 (179,662) 269,155
Contributions:
Employer 68,150 98,123 101,216
Participants 361,975 525,103 405,900
1,286,684 644,384 1,019,288
Withdrawals and distributions (1,787,605) (301,060) (512,109)
Forfeitures (1,237) (968) (1,286)
Selling and other costs (61,518) 0 0
(1,850,360) (302,028) (513,395)
Net increase (563,676) 342,356 505,893
Net assets available for benefits
Beginning of year 4,451,784 4,109,428 3,603,535
End of year $3,888,108 $4,451,784 $4,109,428
See accompanying notes
F - 3
<PAGE>
DATAPOINT CORPORATION PROFIT SHARING/EMPLOYEE SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
MANAGED INCOME PORTFOLIO FUND
December 31, 1995 and 1994
1995 1994
Assets:
Cash $171 $4,119
Investments at fair value:
869,377 shares in 1995 and 1,277,889
shares in 1994 869,377 1,277,889
Contributions receivable:
Employer 0 954
Interest receivable 30 31
869,578 1,282,993
Liabilities:
Forfeitures in suspense 261 6,051
Administrative fee payable 4,580 0
Net Assets Available For Benefits $864,737 $1,276,942
See accompanying notes
F - 4
<PAGE>
DATAPOINT CORPORATION PROFIT SHARING/EMPLOYEE SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
MANAGED INCOME PORTFOLIO FUND
For the Years Ended December 31, 1995, 1994, and 1993
1995 1994 1993
Investment income:
Dividend income $73,808 $60,207 $67,598
Contributions:
Employer 12,996 23,388 31,490
Participants 59,422 112,301 126,720
146,226 195,896 225,808
Transfers 130,805 52,988 (110,933)
Withdrawals and distributions (673,751) (34,309) (182,175)
Forfeitures (232) 0 (56)
Selling and other costs (15,253) 0 0
(689,236) (34,309) (182,231)
Net increase(decrease) (412,205) 214,575 (67,356)
Net assets available for benefits
Beginning of year 1,276,942 1,062,367 1,129,723
End of year $864,737 $1,276,942 $1,062,367
See accompanying notes
F - 5
<PAGE>
DATAPOINT CORPORATION PROFIT SHARING/EMPLOYEE SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
CASH RESERVES FUND
December 31, 1995 and 1994
1995 1994
Assets:
Cash $0 $2,353
Investments at fair value:
753,375 shares in 1995 and 771,782 shares
in 1994 753,375 771,782
Contributions receivable:
Employer 0 686
Interest receivable 30 29
753,405 774,850
Liabilities:
Forfeitures in suspense 6,380 10,109
Administrative fee payable 3,880 0
Net Assets Available For Benefits $743,145 $764,741
See accompanying notes
F - 6
<PAGE>
DATAPOINT CORPORATION PROFIT SHARING/EMPLOYEE SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
CASH RESERVES FUND
For the Years Ended December 31, 1995, 1994, and 1993
1995 1994 1993
Investment income:
Dividend income $44,681 $0 $0
Interest income 138 29,471 28,325
Net depreciation in fair value
of investments (50) (5) 0
Contributions:
Employer 9,205 15,084 20,968
Participants 62,831 65,107 84,045
116,805 109,657 133,338
Transfers 96,612 (122,399) (69,669)
Withdrawals and distributions (224,228) (127,365) (97,735)
Forfeitures (36) (20) (280)
Selling and other costs (10,749) 0 0
(235,013) (127,385) (98,015)
Net decrease (21,596) (140,127) (34,346)
Net assets available for benefits
Beginning of year 764,741 904,868 939,214
End of year $743,145 $764,741 $904,868
See accompanying notes
F - 7
<PAGE>
DATAPOINT CORPORATION PROFIT SHARING/EMPLOYEE SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
EQUITY-INCOME FUND
December 31, 1995 and 1994
1995 1994
Assets:
Cash $42 $1,940
Investments at fair value:
12,988 shares in 1995 and 16,284 shares in 1994
(Cost: $377,395 in 1995 and $485,271 in 1994) 492,648 499,906
Contributions receivable:
Employer 2,066 358
Dividends receivable 8 9
$494,764 $502,213
Liabilities:
Forfeitures in suspense 0 1,324
Administrative fee payable 2,594 0
Net Assets Available For Benefits $492,170 $500,889
See accompanying notes
F - 8
<PAGE>
DATAPOINT CORPORATION PROFIT SHARING/EMPLOYEE SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
EQUITY-INCOME FUND
For the Years Ended December 31, 1995, 1994, and 1993
1995 1994 1993
Investment income:
Dividend income $34,303 $44,837 $14,853
Interest income 97 259 41
Net appreciation(depreciation) in
fair value of investments 114,167 (42,705) 56,056
Contributions:
Employer 7,872 11,079 12,574
Participants 40,863 60,209 50,272
197,302 73,679 133,796
Transfers (65,236) 4,044 33,085
Withdrawals and distributions (133,347) (13,400) (37,194)
Forfeitures (132) 0 (349)
Selling and other costs (7,306) 0 0
(140,785) (13,400) (37,543)
Net increase (decrease) (8,719) 64,323 129,338
Net assets available for benefits
Beginning of year 500,889 436,566 307,228
End of year $492,170 $500,889 $436,566
See accompanying notes
F - 9
<PAGE>
DATAPOINT CORPORATION PROFIT SHARING/EMPLOYEE SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
MAGELLAN FUND
December 31, 1995 and 1994
1995 1994
Assets:
Cash $1,507 $6,601
Investments at fair value:
16,165 shares in 1995 and 22,136 shares in 1994
(Cost: $1,059,382 in 1995 and $1,382,664 in 1994) 1,389,852 1,478,661
Contributions receivable:
Employer 0 95
Participants 0 1,069
1,391,359 1,486,426
Liabilities:
Forfeitures in suspense 1,126 10,842
Administrative fee payable 7,382 0
Net Assets Available For Benefits $1,382,905 $1,475,584
See accompanying notes
F - 10
<PAGE>
DATAPOINT CORPORATION PROFIT SHARING/EMPLOYEE SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
MAGELLAN FUND
For the Years Ended December 31, 1995, 1994, and 1993
1995 1994 1993
Investment income:
Dividend income $94,475 $60,065 $131,717
Interest income 811 89 191
Net appreciation(depreciation) in
fair value of investments 441,730 (90,899) 144,963
Contributions:
Employer 24,418 34,949 34,690
Participants 131,192 206,647 138,887
692,626 210,851 450,448
Transfers (88,603) (111,641) 168,465
Withdrawals and distributions (674,203) (126,761) (189,397)
Forfeitures (699) (948) (371)
Selling and other costs (21,800) 0 0
(696,702) (127,709) (189,768)
Net increase(decrease) (92,679) (28,499) 429,145
Net assets available for benefits
Beginning of year 1,475,584 1,504,083 1,074,938
End of year $1,382,905 $1,475,584 $1,504,083
See accompanying notes
F - 11
<PAGE>
DATAPOINT CORPORATION PROFIT SHARING/EMPLOYEE SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DATAPOINT COMMON STOCK FUND
December 31, 1995 and 1994
1995 1994
Assets:
Cash $512 $161
Investments at fair value:
10,450 shares in 1995 and 21,913 shares in 1994
(Cost: $20,281 in 1995 and $49,994 in 1994) 13,063 38,348
Contributions receivable:
Employer 0 93
13,575 38,602
Liabilities:
Forfeitures in suspense 151 663
Administrataive fee payable 72 0
Net Assets Available For Benefits $13,352 $37,939
See accompanying notes
F - 12
<PAGE>
DATAPOINT CORPORATION PROFIT SHARING/EMPLOYEE SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
DATAPOINT COMMON STOCK FUND
For the Years Ended December 31, 1995, 1994, and 1993
1995 1994 1993
Investment income:
Interest income $111 $91 $100
Net appreciation (depreciation) in
fair value of investments (13,391) (30,096) 68,136
Contributions:
Employer 1,328 940 1,494
Participants 7,984 5,344 5,976
(3,968) (23,721) 75,706
Transfers (17,737) (154,807) (17,437)
Withdrawals and distributions (2,151) 15,077 (5,579)
Forfeitures 0 0 (230)
Selling and other costs (731) 0 0
(2,882) 15,077 (5,809)
Net increase(decrease) (24,587) (163,451) 52,460
Net assets available for benefits
Beginning of year 37,939 201,390 148,930
End of year $13,352 $37,939 $201,390
See accompanying notes
F - 13
<PAGE>
DATAPOINT CORPORATION PROFIT SHARING/EMPLOYEE SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
INTERNATIONAL GROWTH & INCOME FUND
December 31, 1995 and 1994
1995 1994
Assets:
Short-term investment $42 $1,209
Investments at fair value:
8,756 shares in 1995 and 11,582 shares in 1994
(Cost 151,087 in 1995 and Cost: $197,914 in 1994) 157,173 191,455
Contributions receivable:
Employer 1,914 88
159,129 192,752
Liabilities:
Administrative fee payable 828 0
Net Assets Available For Benefits $158,301 $192,752
See accompanying notes
F - 14
<PAGE>
DATAPOINT CORPORATION PROFIT SHARING/EMPLOYEE SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
INTERNATIONAL GROWTH & INCOME FUND
For the Year Ended December 31, 1995 and 1994
1995 1994
Investment income:
Dividend income $10,564 $0
Interest income 158 20
Net appreciation (depreciation) in
fair value of investments 15,841 (6,458)
Contributions:
Employer 5,628 5,708
Participants 23,606 35,071
55,797 34,341
Transfers (36,523) 142,086
Withdrawals and distributions (51,322) 16,325
Selling and other costs (2,403) 0
(53,725) 16,325
Net increase (decrease) (34,451) 192,752
Net assets available for benefits
Beginning of year 192,752 0
End of year $158,301 $192,752
See accompanying notes
F - 15
<PAGE>
DATAPOINT CORPORATION PROFIT SHARING/EMPLOYEE SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
ASSET MANAGER ACCOUNT
December 31, 1995 and 1994
1995 1994
Assets:
Cash $0 $1,728
Investments at fair value:
14,451 shares in 1995 and 14,548 shares in 1994
(Cost: $208,916 in 1995 and $209,696 in 1994) 229,036 201,193
Contributions receivable:
Employer 2,949 16
Dividend receivable 2,733 0
234,718 202,937
Liabilities:
Administrative fee payable 1,220 0
Net Assets Available For Benefits $233,498 $202,937
See accompanying notes
F - 16
<PAGE>
DATAPOINT CORPORATION PROFIT SHARING/EMPLOYEE SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
ASSET MANAGER ACCOUNT
For the Year Ended December 31, 1995 and 1994
1995 1994
Investment income:
Dividend income $7,003 $5,614
Interest income 95 167
Net appreciation (depreciation) in
fair value of investments 32,018 (9,499)
Contributions:
Employer 6,703 6,975
Participants 36,077 40,424
81,896 43,681
Transfers (19,318) 189,828
Withdrawals and distributions (28,603) (30,572)
Forfeitures (138) 0
Selling and other costs (3,276) 0
(32,017) (30,572)
Net increase 30,561 202,937
Net assets available for benefits
Beginning of year 202,937 0
End of year $233,498 $202,937
See accompanying notes
F - 17
<PAGE>
DATAPOINT CORPORATION PROFIT SHARING/EMPLOYEE SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
GUARANTEED INVESTMENT GROUP FUND
For the Years Ended December 31, 1994, and 1993
1994 1993
Investment income:
Interest income $0 $192
Net depreciation in fair value
of investments 0 0
Transfers (99) (3,511)
Withdrawals and distributions (55) (29)
(55) (29)
Net decrease (154) (3,348)
Net assets available for benefits
Beginning of year 154 3,502
End of year $0 $154
See accompanying notes
F-18
<PAGE>
DATAPOINT CORPORATION PROFIT SHARING/EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1995, 1994, 1993
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.
Risks and Uncertainties - There is considerable doubt regarding the plan
sponsor's ability to continue as a going concern. Should the plan sponsor
cease operations, the plan would be terminated and all assets distributed to
the plan beneficiaries.
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, and has attained 21 years of age.
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 8 percent (5 percent in 1993.) "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 1995 dollar limit was $9,240 as established by
Treasury Regulations and will be adjusted for inflation pursuant to
Treasury Regulations.
<PAGE>
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.
<PAGE>
DESCRIPTION OF THE PLAN (continued)
Contributions (continued)
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
1995, 1994, and 1993, 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, 1995, 1994,
and 1993, the Company made no discretionary contributions to the Plan.
4. Matching Contributions - During the years ended December 31, 1995,
1994, and 1993, the Company contributed $.25 for each $1.00 of Basic
Contribution (limited to the first 5 percent) 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.
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.
<PAGE>
DESCRIPTION OF THE PLAN (continued)
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 participants' benefits under the Plan, accrued as
of the termination date, will become 100% vested.
<PAGE>
DESCRIPTION OF THE PLAN (continued)
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.
<PAGE>
DESCRIPTION OF THE PLAN (continued)
Federal Income Tax Consequences (continued)
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(d) 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, 1995 and 1994. 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 is reimbursed by the Plan for all fees and expenses
incurred for administration of the Plan.
Federal Income Taxes - An IRS determination letter dated October 8, 1994,
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). The Plan has been amended since receiving
the determination letter. However, the Plan administrator and the Plan's
tax counsel believe that the Plan is designed and is currently being
operated in compliance with the applicable requirements of the IRC.
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.
Reclassification - Certain prior year balances have been reclassified for
comparative purposes.
<PAGE>
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 six investment options
are sponsored by Fidelity Investments. The seven investment options are:
1. Managed Income Portfolio Fund This fund invests in short-and long-
term investment contracts with blended interest rates issued by insurance
companies, banks, or other approved financial institutions. The fund also
invests in money market instruments for liquidity. The goal of the fund is
to maintain a stable $1/share price, but the yield will fluctuate.
2. Cash Reserves Fund This fund invests exclusively in Fidelity
Investments Cash Reserves 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. International Growth and Income Fund This fund seeks capital growth
and current income consistent with reasonable investment risk by investing
principally in foreign securities.
<PAGE>
INVESTMENTS (continued)
6. Asset Manager Account This fund allocates its assets among and
across domestic and foreign equities, bonds and short-term instruments.
The fund's assets are gradually shifted to take advantage of market
conditions.
7. 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 are paid by the
Common Stock Fund.
There were 158 employees who were participants in the Plan at December 31,
1995. The number of participants in each fund were:
Managed Income Portfolio Fund 47
Cash Reserves Fund 48
Equity-Income Fund 38
Magellan Fund 68
Datapoint Common Stock Fund 10
International Growth & Income Fund 20
Asset Manager Account 24
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.
<PAGE>
Reconciliation of Financial Statements to Form 5500
The following is a reconciliation of net assets available for benefits per
the finanacial statements to the Form 5500:
1995 1994
Net assets available for benefits per the
financial statements 3,888,108 4,451,784
Amounts allocated to withdrawing participants (576,547) (106,691)
Net assets available for benefits per the Form 5500 3,311,561 4,345,093
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500:
Year ended
December 31, 1995
Benefits paid to participants per the financial statements 1,787,605
Add: Amounts allocated to withdrawing participants
at December 31, 1995 576,547
Less: Amounts allocated to withdrawing participants
at December 31, 1994 (106,691)
Benefits paid to participants per the Form 5500 2,257,461
Amounts allocated to withdrawing participants are recorded on the Form 5500
for benefit claims that have been processed and approved for payment prior
to December 31 but not yet paid as of that date.
<PAGE>
SUPPLEMENTAL SCHEDULES
<PAGE>
<TABLE>
<CAPTION>
DATAPOINT CORPORATION
PROFIT SHARING/EMPLOYEE SAVINGS PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1995
The following represents the series of reportable transactions for the year ended December 31, 1995:
Current
Identity of Purchase Value on
Party Description Price at Sales Cost of Date of Net Gain
Involved of Assets Acquisition Price Asset Transaction or (Loss)
<S> <C> <C> <C> <C> <C> <C>
Fidelity Managed Income $280,343 - $280,343 $280,343 -
Investments Portfolio Fund - $688,857 $688,857 $688,857 -
Fidelity Cash Reserves $215,612 - $215,612 $215,612 -
Investments Fund - $234,011 $234,061 $234,011 (50)
Fidelity Magellan $263,305 - $263,305 $263,305 -
Investments Fund - $793,844 $586,587 $793,844 $207,257
Fidelity Equity-Income $71,393 - $71,393 $71,393 -
Investments Fund - $192,818 $152,270 $192,818 $40,548
Fidelity International Growth $71,240 - $71,240 $71,240 -
Investments Fund - $121,364 $118,067 $121,364 $3,297
Fidelity Asset Manager $42,530 - $42,530 $42,530 -
Investments Fund - $46,696 $43,309 $46,696 $3,387
</TABLE>
F - 27
<PAGE>
DATAPOINT CORPORATION
PROFIT SHARING EMPLOYEE/SAVINGS PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
Year Ended December 31, 1995
Identity Description Market
of Issue of Investment Cost Value
Fidelity Investments Managed Income Portfilio Fund
869,377 units $869,377 $869,377
Fidelity Investments Cash Reserves Fund
753,375 units $753,375 $753,375
Fidelity Investments Equity-Income Fund
12,988 units $377,395 $492,648
Fidelity Investments Magellan Mutual Fund
16,165 units $1,059,382 $1,389,852
*Datapoint Corporation Common Stock
10,450 shares $20,281 $13,063
Fidelity Investments International Growth & Income Fund
8,756 units $151,087 $157,173
Fidelity Investments Asset Manager Account
14,451 units $208,916 $229,036
$3,439,813 $3,904,524
* Denotes party in interest
F - 28
