<PAGE> 1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-K/A
AMENDMENT NO. 1
<TABLE>
<C> <S>
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ------------------------------ TO
------------------------------
</TABLE>
COMMISSION FILE NUMBER 0-13218
------------------------
COMPRESSION LABS, INCORPORATED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
DELAWARE 94-2390960
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
2860 JUNCTION AVENUE, 95134
SAN JOSE, CALIFORNIA (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
</TABLE>
Registrant's telephone number, including area code: (408) 435-3000
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: COMMON STOCK, $.001
PAR VALUE PER SHARE
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 approximate aggregate market value of the Common stock held by
non-affiliates of the Registrant, based upon the closing bid price of the Common
Stock reported on the Nasdaq National Market was $57,367,382 as of April 4,
1996.
The number of outstanding shares of the registrant's Common Stock as of
April 4, 1996 was 15,500,396.
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<PAGE> 2
Item 10 of the Registrant's Form 10-K for the fiscal year ended December 31,
1996 is amended and restated in its entirety as follows:
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
NOMINATION AND ELECTION OF DIRECTORS
The Company's Restated Certificate of Incorporation provides that the Board
of Directors is divided into three classes, each class consisting, as nearly as
possible, of one-third of the total number of directors, with each class having
a three-year term. Each director serves for a term ending on the date of the
third annual meeting of stockholders following the annual meeting at which the
director is elected, or until his earlier death, resignation or removal. In the
event of a vacancy on the Board of Directors, unless the Board of Directors
otherwise determines, the Restated Certificate of Incorporation permits the
remaining members of the Board of Directors or the holders of a majority of the
outstanding shares of the Company entitled to vote on the election of directors
to fill such vacancy, and the director so chosen shall hold office for the
remainder of the full term of the class of directors in which the vacancy
occurred and until such director's successor is elected and qualified, or until
his earlier death, resignation or removal.
The Board of Directors is presently comprised of five members. Robert J.
Casale and T. Gary Trimm are the two directors in the class whose term of office
expires in 1996.
Mr. Casale and Mr. Trimm are the two nominees for election to the class of
directors to be elected at the Annual Meeting. Each is currently a director of
the Company. Mr. Casale was previously elected by the stockholders, and Mr.
Trimm was elected by the Board of Directors to fill the vacancy left by John E.
Tyson, who resigned as President, Chief Executive Officer and Chairman of the
Board effective February 1996. Dr. Arthur G. Anderson was elected Chairman of
the Board effective February 1996. If elected at the Annual Meeting, each
nominee would serve until the 1999 annual meeting and until his successor is
elected and qualified, or until his death, resignation or removal.
Directors are elected by a plurality of the votes present in person or
represented by proxy and entitled to vote at the meeting. It is the intention of
the persons named in the enclosed proxy, unless authorization to do so is
withheld, to vote the proxies received by them for the election of the nominees
named below. If prior to the Annual Meeting either of the nominees should become
unavailable for election, an event which is not now anticipated by the Board of
Directors, the proxies will be voted for the election of such substitute
nominees as the Board of Directors may propose. Each person nominated for
election has agreed to serve if elected and management has no reason to believe
that such nominees will be unable to serve.
Set forth below is biographical information for the persons nominated and
each person whose term of office as a director will continue after the Annual
Meeting.
<TABLE>
<CAPTION>
DIRECTOR
NAME AGE SINCE CLASS
-------------------------------------------------------------- --- -------- -----
<S> <C> <C> <C>
Dr. Arthur G. Anderson(1)(2).................................. 69 1984 III
Robert J. Casale(1)(2)........................................ 57 1986 II
Robert B. Liepold(1)(2)....................................... 70 1988 III
T. Gary Trimm................................................. 48 1996 II
David A. Wegmann(1)(2)........................................ 49 1981 I
</TABLE>
---------------
(1) Member of the Audit Committee. Mr. Liepold was elected to the Audit
Committee in February 1996.
(2) Member of the Compensation Committee. Mr. Wegmann was elected to the
Compensation Committee in February 1996.
1
<PAGE> 3
NOMINEES FOR ELECTION FOR A THREE-YEAR TERM EXPIRING AT THE 1999 ANNUAL
MEETING -- CLASS II DIRECTORS
ROBERT J. CASALE
Mr. Casale has served as a member of the Board of Directors since October
1986. He is currently Group President of the Brokerage Information Services
Group of Automatic Data Processing, Inc., a provider of computer and data
processing services. From 1986 to 1987 he served as Managing Director for the
Mergers and Acquisitions Division of Kidder Peabody & Co., Incorporated, a
securities brokerage and investment banking firm. Mr. Casale is also a director
of Provident Mutual Life Insurance Co., Tricord Systems, Inc., and Quantum
Corporation.
T. GARY TRIMM
Mr. Trimm has been President, Chief Executive Officer and a member of the
Board of Directors since February 1996 and Principal Financial Officer since
April 1996. From February 1995 to February 1996, he was Senior Vice President
and President, Broadcast Products Group of the Company. From March 1994 to
February 1995, he was President of the North American Division of
Scientific-Atlanta, Inc. ("S-A"), which supplies advanced analog and digital
video systems to the cable and telephone industry. From January 1990 to March
1994, he held the position of President of the Subscriber Systems Division at
S-A, where he had general management responsibility for S-A's analog and digital
settop business. From April 1988 to March 1990, Mr. Trimm held other senior
management positions at S-A, including President of the Spectral Dynamics
Division.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
IN FAVOR OF THE NAMED NOMINEES.
DIRECTORS CONTINUING IN OFFICE UNTIL THE 1997 ANNUAL MEETING -- CLASS III
DIRECTORS
Dr. ARTHUR G. ANDERSON
Dr. Anderson has served as a member of the Board of Directors of the
Company since August 1984 and is currently serving as Chairman of the Board. He
is a consultant on science and engineering management and a member of the
National Academy of Engineering. Dr. Anderson held various positions with
International Business Machines Corporation ("IBM") from 1951 to June 1984,
including IBM Director of Research, General Products Division President, Group
Executive and IBM Vice President. He retired from IBM in June 1984.
ROBERT B. LIEPOLD
Mr. Liepold has served as a member of the Board of Directors of the Company
since May 1988. Since 1984, he has served as President of Robert B. Liepold,
Inc., an advisor to senior corporate management for strategic planning,
marketing and organization.
DIRECTOR CONTINUING IN OFFICE UNTIL THE 1998 ANNUAL MEETING -- CLASS I DIRECTOR
DAVID A. WEGMANN
Mr. Wegmann has served as a member of the Board of Directors of the Company
since May 1981. He has been a private investor since 1988. Prior to that, he was
a Vice President of Citicorp Venture Capital Ltd. Mr. Wegmann is also a director
of MMI Medical, Inc. and Plantronics, Inc.
2
<PAGE> 4
BOARD COMMITTEES AND MEETINGS
During the year ended December 31, 1995, the Board of Directors held nine
meetings. The Board has standing Audit and Compensation Committees. The Board
has no standing nominating committee or any committee performing the functions
of such committee.
The Audit Committee recommends the engagement of the Company's independent
auditors, reviews and approves services performed by such auditors, reviews and
evaluates the Company's accounting system and its system of internal controls
and performs other related duties delegated to such committee by the Board.
During 1995, the Audit Committee consisted of three non-employee directors: Dr.
Anderson and Messrs. Casale and Wegmann. The Audit Committee met two times
during fiscal year 1995.
The Compensation Committee makes recommendations concerning salaries and
incentive compensation, awards stock options to employees and consultants under
the Company's stock option plans and otherwise determines compensation levels
and performs such other functions regarding compensation as the Board may
delegate. During 1995, the Compensation Committee consisted of three
non-employee directors: Dr. Anderson and Messrs. Casale and Liepold. The
Compensation Committee met nine times during fiscal year 1995.
During the year ended December 31, 1995, each director attended at least
75% of the aggregate of the meetings of the Board and of the committees on which
he served, held during the period for which he was a director or committee
member, respectively.
MANAGEMENT
Set forth below is information regarding executive officers who are not
also directors.
<TABLE>
<CAPTION>
NAME AGE POSITION
----------------------------------- --- ------------------------------------------
<S> <C> <C>
Dr. Wen H. Chen.................... 57 Senior Vice President, Research and Chief
Scientist
Ted S. Augustine................... 55 Vice President, Worldwide Sales,
Videoconferencing Products
James D. Lakin..................... 52 Vice President, Sales and Marketing,
Broadcast Products
Anthony Pilarinos.................. 45 Vice President, Engineering,
Videoconferencing Products
Steven E. Richardson............... 44 Vice President, Marketing,
Videoconferencing Products
Paul P. Romeo...................... 47 Vice President, Operations,
Videoconferencing Products
Michael E. Seifert................. 37 Vice President, Finance and Chief
Accounting Officer
</TABLE>
Dr. Chen has been Senior Vice President, Research and Chief Scientist of
the Company since September 1989.
Mr. Augustine has been Vice President, Worldwide Sales, Videoconferencing
Products of the Company since December 1993. From January 1987 to December 1993
he was Vice President, North American Sales, Videoconferencing Products.
Mr. Lakin has been Vice President, Sales and Marketing, Broadcast Products
of the Company since September 1991. From March 1991 to September 1991, he was
the Company's Eastern Region Sales Director for Business Television.
Mr. Pilarinos has been Vice President, Engineering, Videoconferencing
Products of the Company since August 1993. Prior to joining the Company, from
1974 to 1993, he held various positions in the Engineering,
3
<PAGE> 5
Marketing and Manufacturing Departments at Hewlett-Packard Co., most recently as
Research and Development Manager, Workstation Graphics and Multimedia Technology
Lab since 1989.
Mr. Richardson has been Vice President, Marketing, Videoconferencing
Products of the Company since March 1996 and was Vice President, Product
Marketing of the Company from June 1993 until March 1996. Mr. Richardson joined
the Company in December 1987, serving as Director, Technical Marketing from
December 1987 to February 1992 and as Executive Director, Technical Marketing,
Videoconferencing Products from February 1992 to June 1993.
Mr. Romeo has been Vice President, Operations, Videoconferencing Products
of the Company since September 1991. From January 1989 until September 1991, he
was the Company's Executive Director of Manufacturing.
Mr. Seifert has been Vice President, Finance and Chief Accounting Officer
of the Company since April 1996. From October 1993 until April 1996, he was the
Company's Corporate Controller. Prior to joining the Company, from September
1990 to October 1993, he was Corporate Controller of Sierra Semiconductor
Corporation. Mr. Seifert is a licensed Certified Public Accountant in the state
of California.
COMPLIANCE WITH THE REPORTING REQUIREMENTS OF SECTION 16(A)
Section 16(a) of the Securities Exchange Act of 1934, as amended (the "1934
Act"), requires the Company's directors and executive officers, and persons who
own more than ten percent of a registered class of the Company's equity
securities, to file with the SEC initial reports of ownership and reports of
changes in ownership of Common Stock and other equity securities of the Company.
Officers, directors and greater than ten percent stockholders are required by
SEC regulation to furnish the Company with copies of all Section 16(a) forms
they file.
To the Company's knowledge, based solely on a review of the copies of such
reports furnished to the Company and certain written representations that no
other reports were required, during the fiscal year ended December 31, 1995, all
Section 16(a) filing requirements applicable to its officers, directors and
greater than ten percent beneficial owners were complied with, except that one
report, covering one transaction, was filed late by Mr. Silver.
4
<PAGE> 6
Item 11 of the Registrant's Form 10-K for the fiscal year ended December 31,
1996 is amended and restated in its entirety as follows:
ITEM 11: EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION
COMPENSATION OF DIRECTORS
The Company pays non-management members of the Board of Directors fees
consisting of $5,000 annually plus $750 for each Board of Directors meeting and
for each Audit and Compensation Committee meeting attended. In addition; in
1996, the Board of Directors established an Executive Committee consisting of
Dr. Anderson and Messrs. Liepold, Trimm and Wegmann. Directors will receive $750
for each Executive Committee meeting attended. Directors are also eligible for
reimbursement in accordance with Company policy for their expenses incurred in
connection with attending meetings of the Board of Directors and the Audit and
Compensation Committees.
Each Non-Employee Director (a person that is elected as a director of the
Company or an affiliate of the Company and who is not otherwise employed by the
Company or an affiliate of the Company) of the Company also receives stock
option grants under the Directors' Plan. Only Non-Employee Directors of the
Company or an affiliate of the Company (as defined in the Code) are eligible to
receive options under the Directors' Plan. Options granted under the Directors'
Plan are intended by the Company not to qualify as incentive stock options under
the Code.
Pursuant to the Directors' Plan, an option to purchase 4,500 shares of the
Company's Common Stock, representing a pro rata allocation of the shares then
available for grant under the Directors' Plan, at an exercise price of $9.75 per
share was granted in May 1995 to each of Dr. Anderson and Messrs. Casale,
Liepold and Wegmann.
For a description of the Directors' Plan, see "APPROVAL OF AMENDMENT TO THE
1992 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN."
5
<PAGE> 7
COMPENSATION OF EXECUTIVE OFFICERS
The following table shows for the fiscal years ending December 31, 1995,
1994 and 1993, compensation paid by the Company, including salary, bonuses,
stock options, and certain other compensation, to its Chief Executive Officer
and each of its four other most highly compensated executive officers at
December 31, 1995, and one former executive officer who departed from the
Company during fiscal year 1995 (the "Named Executive Officers"):
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
ANNUAL COMPENSATION ------------
-------------------------- SECURITIES
BONUS AND UNDERLYING ALL OTHER
SALARY COMMISSIONS(1) OPTIONS(2) COMPENSATION(3)
NAME AND PRINCIPAL POSITION YEAR ($) ($) (#) ($)
------------------------------ ---- ------- -------------- ------------ ---------------
<S> <C> <C> <C> <C> <C>
T. Gary Trimm................. 1995 201,924 150,000 250,000 --
President, Chief Executive 1994 -- -- -- --
Officer and Director(4) 1993 -- -- -- --
Dr. Wen H. Chen............... 1995 197,370 -- 10,000 7,591
Senior Vice President, 1994 198,775 -- 15,000 11,387
Research and Chief Scientist 1993 182,891 -- 27,500 15,815
Ted S. Augustine.............. 1995 156,000 29,796 7,000 12,000
Vice President, Worldwide 1994 156,767 14,016 7,500 --
Sales, Videoconferencing 1993 162,020 -- 26,500 --
Products
James D. Lakin................ 1995 151,956 37,248 15,000 --
Vice President, Sales and 1994 147,194 47,097 7,500 --
Marketing, Broadcast 1993 134,781 -- 10,000 --
Products
John E. Tyson................. 1995 280,000 -- 50,000 30,962
Former President, Chief 1994 244,500 -- 40,000 95,442
Executive Officer and 1993 206,813 -- 35,000 --
Chairman of the Board(5)
Robert A. Silver.............. 1995 150,000 52,618 25,000 1,498
Former Vice President, 1994 100,962 10,000 50,000 --
Marketing, Videoconferencing 1993 -- -- -- --
Products(6)
</TABLE>
---------------
(1) Amounts shown for 1995 consist of a bonus to Mr. Trimm of $150,000 and
commissions to Messrs. Augustine, Lakin and Silver of $29,796, $37,248 and
$52,618, respectively. Amounts shown for 1994 consist of a commission to Mr.
Augustine of $14,016, a bonus of $25,000 and a commission of $22,097 to Mr.
Lakin and a bonus of $10,000 to Mr. Silver.
(2) The Company has no stock appreciation rights (SARs).
(3) Amounts shown for 1995 consist of payments to Messrs. Chen, Augustine and
Tyson of $7,591, $12,000 and $30,962, respectively, in lieu of accrued and
unused paid time off. As of December 31, 1995, Mr. Silver was owed $1,498 in
lieu of accrued and unused paid time off. Amounts shown for 1994 consist of
payments to Messrs. Chen and Tyson of $11,387 and $95,442, respectively, in
lieu of accrued and unused paid time off. Amount shown for 1993 consists of
a payment to Mr. Chen of $15,815 in lieu of accrued and unused paid time
off.
(4) Mr. Trimm joined the Company in February 1995 as President, Broadcast
Products. Since February 1996, Mr. Trimm has been President, Chief Executive
Officer and a member of the Board of Directors.
6
<PAGE> 8
(5) Mr. Tyson resigned as President, Chief Executive Officer and Chairman of the
Board in February 1996. Mr. Tyson has currently entered into a consulting
relationship with the Company, at a rate that approximates Mr. Tyson's 1995
base annual salary, that will continue through February 1998. As part of the
separation and consulting agreement, Mr. Tyson's stock options will continue
to vest during the consulting period and will become fully vested in August
1996. In addition, the Company has agreed to permit Mr. Tyson to exercise
his stock options, except for certain stock options granted in 1988 and
1989, no later than the end of their full ten-year term, or March 1, 2001,
whichever occurs first.
(6) Mr. Silver resigned as Vice President, Marketing, Videoconferencing Products
in December 1995. As part of a separation agreement entered into with the
Company, Mr. Silver will continue to receive salary and benefits through May
1996.
STOCK OPTION GRANTS AND EXERCISES
The following tables show for the fiscal year ended December 31, 1995
certain information regarding options granted to, exercised by and held at year
end by the Named Executive Officers:
OPTION GRANTS IN 1995
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
INDIVIDUAL GRANTS VALUE
------------------------------------------------------- AT ASSUMED ANNUAL RATES
NUMBER OF % OF OF
SECURITIES TOTAL STOCK PRICE
UNDERLYING OPTIONS APPRECIATION
OPTIONS GRANTED TO EXERCISE FOR OPTION TERM(3)
GRANTED EMPLOYEES PRICE EXPIRATION -----------------------
NAME (#)(1) IN 1995(2) ($/SH) DATE 5% ($) 10% ($)
----------------------- ---------- ------------ -------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
T. Gary Trimm.......... 250,000 26.6% 7.250 02/15/05 1,139,872 2,888,658
Dr. Wen H. Chen........ 10,000 1.1% 8.313 09/12/05 52,280 132,488
Ted S. Augustine....... 7,000 .8% 8.313 09/12/05 36,596 92,741
James D. Lakin......... 15,000 1.6% 10.250 07/25/05 96,693 245,038
John E. Tyson.......... 50,000 5.3% 10.250 07/25/05 322,309 816,793
Robert A. Silver(4).... 25,000 2.7% 9.445 04/02/05 148,498 376,322
</TABLE>
---------------
(1) Options generally vest in equal installments every six months over a
four-year period beginning on the date six months after the date of grant.
The options will fully vest upon a change of control, as defined in the
Company's option plans, unless the acquiring company assumes the options or
substitutes similar options. The Board of Directors may reprice the options
under the terms of the Company's option plans.
(2) Based on options exercisable for 938,510 shares granted in 1995.
(3) The potential realizable value is calculated based on the term of the option
at its time of grant (10 years). It is calculated by assuming that the stock
price on the date of grant appreciates at the indicated annual rate,
compounded annually for the entire term of the option and that the option is
exercised and sold on the last day of its term for the appreciated stock
price. No gain to the optionee is possible unless the stock price increases
over the option term.
(4) As of December 31, 1995, 21,875 of the 25,000 options granted to Mr. Silver
in 1995 have lapsed due to his resignation. As of March 1, 1996, the
remaining 3,125 options granted in 1995 were unexercised and have also
lapsed.
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<PAGE> 9
AGGREGATED OPTION EXERCISES IN 1995 AND DECEMBER 31, 1995 OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
SHARES DECEMBER 31, DECEMBER 31,
ACQUIRED ON 1995(#) 1995($)
EXERCISE VALUE EXERCISABLE/ EXERCISABLE/
NAME (#) REALIZED($)(1) UNEXERCISABLE UNEXERCISABLE(2)
--------------------------------- ----------- -------------- --------------- ----------------
<S> <C> <C> <C> <C>
T. Gary Trimm.................... -0 - -0 - 78,571/171,429 0/0
Dr. Wen H. Chen.................. -0 - -0 - 237,376/30,624 74,500/0
Ted S. Augustine................. -0 - -0 - 109,563/24,999 1,367/0
James D. Lakin................... - 0 - -0 - 73,438/24,062 0/0
John E. Tyson.................... -0 - -0 - 274,000/90,000 178,750/0
Robert A. Silver(3).............. -0 - -0 - 21,875/0 0/0
</TABLE>
---------------
(1) Value realized is based on the fair market value of the Company's Common
Stock on the date of exercise minus the exercise price and does not
necessarily indicate that the optionee sold such stock.
(2) Based on the closing price on December 29, 1995 of the Common Stock on the
Nasdaq National Market of $6.25 per share.
(3) The number of securities underlying unexercised options at December 31, 1995
does not include 53,125 options that have lapsed due to Mr. Silver's
resignation. As of March 1, 1996, the remaining 21,875 options were
unexercised and have also lapsed.
8
<PAGE> 10
Item 12 of the Registrant's Form 10-K for the fiscal year ended December 31,
1996 is amended and restated in its entirety as follows:
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECURITY OWNERSHIP OF OFFICERS, DIRECTORS AND
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information regarding the ownership
of the Company's class of voting securities as of March 1, 1996 by (i) all those
known by the Company to be beneficial owners of more than 5% of its voting
securities, (ii) all directors and nominees, (iii) each of the persons
identified in the compensation table below under the heading "Compensation of
Executive Officers" and (iv) all officers and directors of the Company as a
group.
<TABLE>
<CAPTION>
BENEFICIAL APPROXIMATE
DIRECTORS, NOMINEES, OFFICERS, OWNERSHIP OF PERCENT
AND 5% STOCKHOLDERS COMMON STOCK(1) OF CLASS(1)
------------------------------------------------------ --------------- -----------
<S> <C> <C>
Entities Affiliated With.............................. 1,767,100 11.4%
Loomis, Sayles & Company, L.P.(2)
One Financial Center
Boston, MA 02111
Thomson Consumer Electronics S.A.(3).................. 883,599 5.7%
9, place de Vosges, La Defense 5
Courbevoie, Cedex 66
92050 Paris La Defense, France
TCW Group, Inc.(4).................................... 839,300 5.4%
865 South Figueroa Street
Los Angeles, CA 90017
Ted S. Augustine...................................... 112,635 *
Dr. Arthur G. Anderson(5)............................. 104,450 *
Robert J. Casale(5)................................... 86,250 *
Dr. Wen H. Chen(5).................................... 242,367 1.5%
James D. Lakin(5)..................................... 75,313 *
Robert B. Liepold(5).................................. 79,750 *
Robert A. Silver...................................... 0 *
John E. Tyson(5)...................................... 317,699 2.0%
T. Gary Trimm(5)...................................... 107,143 *
David A. Wegmann(5)................................... 86,750 *
All officers and directors as a group (14
persons)(5)......................................... 1,592,086 9.4%
</TABLE>
---------------
* Less than 1%
(1) This table is based upon information supplied by officers, directors and
principal stockholders and Schedules 13D and 13G filed with the Securities
and Exchange Commission (the "SEC"). Unless otherwise indicated in the
footnotes to this table and subject to community property laws where
applicable, the Company believes that each of the stockholders named in this
table has sole voting and investment power with respect to the shares
indicated as beneficially owned. Applicable percentages are based on
15,499,654 shares of Common Stock outstanding on March 1, 1996, adjusted as
required by rules promulgated by the SEC.
(2) Loomis, Sayles & Company, L.P. ("Loomis Sayles") is an investment advisor
registered under the Investment Advisers Act of 1940 and may be deemed to be
the beneficial owner of the shares. Loomis Sayles shares investment
authority of such shares and has sole voting authority with respect to
984,300 of such shares based on an amended Schedule 13G filing with the SEC
containing share ownership information as of February 13, 1996.
9
<PAGE> 11
(3) Based on an amended Schedule 13D filing with the SEC containing share
ownership information as of March 2, 1994.
(4) Based on a Schedule 13G filing with the SEC containing share ownership
information as of February 12, 1996.
(5) Includes shares that certain executive officers and directors of the Company
have the right to acquire within 60 days after March 1, 1996 pursuant to
exercise of outstanding options as follows: Ted S. Augustine, 110,438
shares; Dr. Arthur G. Anderson, 78,500 shares; Robert J. Casale, 84,750
shares; Dr. Wen H. Chen, 238,626 shares; James D. Lakin, 75,313 shares;
Robert B. Liepold, 79,750 shares; Robert A. Silver, 0 shares; John E. Tyson,
280,250 shares; T. Gary Trimm, 107,143 shares; David A. Wegmann, 84,750
shares; and all executive officers and directors as a group, 1,502,184
shares.
10
<PAGE> 12
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to the
registrant's annual report on Form 10-K to be signed on its behalf by the
undersigned, thereunto duly authorized.
COMPRESSION LABS, INCORPORATED
By /s/ Michael E. Seifert
------------------------------------
Michael E. Seifert
Vice President, Finance and Chief
Accounting Officer
May 17, 1996
11
