<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC. 20549
----------------------
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
----------------------
For the nine month period Commission file number:
ended December 31, 1995 Apertus Technologies Incorporated
Savings and Investment Plan 2-91060
Full title of the plan:
Apertus Technologies Incorporated
Savings and Investment Plan
----------------------
Name of Issuer:
Apertus Technologies Incorporated
---------------------------------
Minnesota 41-1349953
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation of organization) Identification No.)
7275 Flying Cloud Drive
Eden Prairie, Minnesota 55344
- ---------------------------------------- -----
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (612)828-0300
<PAGE>
[LETTERHEAD OF ERNST & YOUNG LLP]
Report of Independent Auditors
Apertus Technologies Incorporated
Savings and Investment Plan
We have audited the accompanying statements of net assets available for benefits
of the Apertus Technologies Incorporated Savings and Investment Plan as of
December 31, 1995 and March 31, 1995, and the related statements of changes in
net assets available for benefits for the nine months ended December 31, 1995
and the year ended March 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 Plan at
December 31, 1995 and March 31, 1995, and the changes in its net assets
available for benefits for the nine months ended December 31, 1995 and the year
ended March 31, 1995, in conformity with generally accepted accounting
principles.
Our audits were performed 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 purposes as of December 31, 1995 and reportable of
assets held for investment purposes as December 31, 1995 and reportable
transactions for the nine months then ended, are presented for purposes of
complying with the Department of Labor's 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 Fund Information in
the statement of net assets available for benefits and the statement of changes
in net assets available for benefits is presented for purposes of additional
analysis rather than to present the net assets available for benefits of each
fund. The supplemental schedules and Fund Information have been subjected to the
auditing procedures applied in our audits of the 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.
/s/ Ernst & Young LLP
Minneapolis, Minnesota
June 4, 1996
<PAGE>
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 2-91060) pertaining to the Apertus Technologies Incorporated
Savings and Investment Plan of our report dated June 4, 1996, with respect to
the financial statements and schedules of the Apertus Technologies Incorporated
Savings and Investment Plan included in this Annual Report (Form 11-K) for the
year ended March 31, 1995.
/s/ Ernst & Young LLP
Minneapolis, Minnesota
June 27, 1996
<PAGE>
APERTUS TECHNOLOGIES INCORPORATED
SAVINGS AND INVESTMENT PLAN
Statement of Net Assets Available for Benefits
December 31, 1995
<TABLE>
<CAPTION>
Stable Emerging International Common
Asset Income Balanced Equity Growth Stock Stock Loan Fund
Fund Fund Fund Fund Fund Fund Fund Fund Totals
-------- -------- ---------- ---------- ---------- -------- -------- -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
- ------
Contributions Receivable $140 $140 $0 $0 $126 $116 $123 $0 $645
Other Receivables $4 $18 $9 $0 $39 $34 $0 $0 $104
Accrued Income $6 $7,692 $13,915 $11 $22 $0 $12 $0 $21,658
Money Market Fund $62,131 $40,285 $4,214 $8,805 $7,755 $4,404 $3,642 $0 $131,236
$435,899 $435,899
Common Stock Fund,
Par Value $.05 Per Share
at Market 56,245 shares,
Cost $394,954
Equity Fund $2,247,753 $2,247,753
(Cost = $1,779,656)
Balanced Fund $1,017,859 $1,017,859
(Cost = $948,414)
Income Fund $579,982 $579,982
(Cost = $570,334)
Stable Principle Fund $415,510 $415,510
(Cost = $385,485)
Emerging Growth Fund $1,464,812 $1,464,812
(Cost = $1,217,587)
International Stock Fund $694,969 $694,969
(Cost = $681,188)
Outstanding Loans $245,001 $245,001
Total Assets
-------- -------- ---------- ---------- ---------- -------- -------- -------- ----------
$477,791 $628,117 $1,035,997 $2,256,569 $1,472,754 $699,523 $439,676 $245,001 $7,255,428
LIABILITIES
- -----------
Accured Liabilities $102 $264 $586 $1,341 $1,110 $1,184 $447 $4 $5,038
-------- -------- ---------- ---------- ---------- -------- -------- -------- ----------
Total Liabilities $102 $264 $586 $1,341 $1,110 $1,184 $447 $4 $5,038
Due to/from Other Funds ($59,149) ($36,679) ($15,646) $46,476 $57,873 $81 $7,044 $0 $0
-------- -------- ---------- ---------- ---------- -------- -------- -------- ----------
Net Assets Available for Benefits $418,540 $591,174 $1,019,765 $2,301,704 $1,529,517 $698,420 $446,273 $244,997 $7,250,390
======== ======== ========== ========== ========== ======== ======== ======== ==========
</TABLE>
See Notes to Financial Statements
1
<PAGE>
APERTUS TECHNOLOGIES INCORPORATED
SAVINGS AND INVESTMENT
PLAN Statement of Net Assets Available for Benefits
March 31, 1995
<TABLE>
<CAPTION>
Stable Emerging International Common
Asset Income Balanced Equity Growth Stock Stock Loan Fund
Fund Fund Fund Fund Fund Fund Fund Fund Totals
-------- -------- ---------- ---------- ---------- -------- -------- -------- ----------
ASSETS
- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Contributions Receivable $5,512 $4,610 $19,684 $24,928 $18,601 $15,564 $8,265 $0 $97,164
Other Receivables $4,465 $506 $895 $15,000 $12,461 $1,000 $242 $0 $34,569
Accrued Income $2 $11,844 $10 $22 $61 $3 $25 $0 $11,967
Money Market Fund $0 $21,050 $360 $144 $500 $0 $4,363 $0 $26,417
Common Stock Fund, $834,622 $834,622
Par Value $.05 Per Share
at Market 64,825 shares,
Cost $407,378
Equity Fund $1,430,156 $1,430,156
(Cost = $1,311,667)
Balanced Fund $851,772 $851,772
(Cost = $840,650)
Income Fund $680,308 $680,308
(Cost = $658,928)
Stable Principle Fund $420,555 $420,555
(Cost = $403,723)
Emerging Growth Fund $869,755 $869,755
(Cost = $780,941)
International Stock Fund $563,372 $563,372
(Cost = $578,411)
Outstanding Loans $235,885 $235,885
Total Assets
-------- -------- -------- ---------- -------- -------- -------- -------- ----------
$430,534 $718,318 $872,721 $1,470,250 $901,378 $579,939 $847,517 $235,885 $6,056,542
LIABILITIES
- -----------
Accrued Liabilities $50 $7,648 $11,865 $23,327 $175 $725 $29,283 $3,858 $76,931
-------- -------- -------- ---------- -------- -------- -------- -------- ----------
Total Liabilities $50 $7,648 $11,865 $23,327 $175 $725 $29,283 $3,858 $76,931
-------- -------- -------- ---------- -------- -------- -------- -------- ----------
Net Assets Available for Benefits $430,484 $710,670 $860,856 $1,446,923 $901,203 $579,214 $818,234 $232,027 $5,979,611
======== ======== ======== ========== ======== ======== ======== ======== ==========
</TABLE>
See Notes to Financial Statements
2
<PAGE>
APERTUS TECHNOLOGIES INCORPORATED
SAVINGS AND INVESTMENT PLAN
Statement of Changes in Net Assets Available for Benefits
Nine Months Ended December 31, 1995
<TABLE>
<CAPTION>
Stable Emerging International Company
Asset Income Balanced Equity Growth Stock Stock Loan Fund
Fund Fund Fund Fund Fund Fund Fund Fund Totals
-------- --------- ---------- ---------- ---------- ------------- --------- -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net Investment Income:
Dividends & Interest Income ($27) $36,146 $31,225 $3,512 $231 $14,689 $125 $0 $85,901
Net Appreciation /
(Depreciation) in Investment $17,598 $11,695 $64,590 $463,498 $299,123 $56,164 ($332,031) $0 $580,637
-------- --------- ---------- ---------- ---------- -------- --------- -------- ----------
Total $17,571 $47,841 $95,815 $467,010 $299,354 $70,853 ($331,906) $0 $666,538
Employee Contributions $57,336 $44,597 $127,686 $212,004 $162,935 $120,945 $80,187 $0 $805,690
Company Contributions $6,538 $6,088 $15,316 $25,692 $18,228 $12,849 $9,244 $0 $93,955
Withdrawals ($21,955) ($158,202) ($12,481) ($28,088) ($25,285) ($18,608) ($43,267) ($1,853) ($309,739)
Transfer (To) / From Other
Investment Programs ($71,434) ($59,820) ($67,427) $178,163 $173,082 ($66,833) ($86,219) $488 $0
Other $0 $0 $0 $0 $0 $0 $0 $14,335 $14,335
Net Increase / (Decrease)
in Net Assets ($11,944) ($119,496) $158,909 $854,781 $628,314 $119,206 ($371,961) $12,970 $1,270,779
Net Assets Available for
Benefits Beginning of
Year $430,484 $710,670 $860,856 $1,446,923 $901,203 $579,214 $818,234 $232,027 $5,979,611
-------- --------- ---------- ---------- ---------- -------- --------- -------- ----------
Net Assets Available for
Benefits End of Year $418,540 $591,174 $1,019,765 $2,301,704 $1,529,517 $698,420 $446,273 $244,997 $7,250,390
======== ========= ========== ========== ========== ======== ========= ======== ==========
</TABLE>
See Notes to Financial Statements
3
<PAGE>
APERTUS TECHNOLOGIES INCORPORATED
SAVINGS AND INVESTMENT PLAN
Statement of Changes in Net Assets Available for Benefits
Year Ended March 31, 1995
<TABLE>
<CAPTION>
<S> Piper Piper Stable
Equity Balanced Asset Income Balanced Equity
Fund Fund Fund Fund Fund Fund
------ -------- ------ ------- --------- ------
<C> <C> <C> <C> <C> <C>
Net Investment Income
Dividends & Interest Income $4,018 $8,566 $236 $71,421 $16,176 $4,931
Net Appreciation/(Depreciation)
Investment $(9,163) ($9,091) $16,291 ($34,471) $11,020 $137,744
----------- ----------- -------- ----------- --------- ----------
Total $(5,145) $(525) $16,527 $36,950 $27,196 $142,675
Employee Contributions $88,537 $80,165 $96,131 $100,079 $231,403 $327,705
Company Contributions $9,649 $8,266 $5,745 $12,315 $19,010 $28,046
Withdrawals $(44,218) $(92,519) $(26,680) $(305,485) $(153,963) $(211,264)
Transfer (To)/From Other
Investment Programs $(1,074,492) $(1,284,013) $338,761 $(611,499) $737,210 $1,159,761
Other $0 $0 $0 $0 $0 $0
----------- ----------- -------- ----------- --------- ----------
Increase/(Decrease) in Net Assets $(1,025,669) $(1,288,626) $430,484 $(967,640) $860,856 $1,446,923
Net Assets Available for Benefits
Beginning of Year $1,025,669 $1,288,626 $0 $1,678,310 $0 $0
----------- ----------- -------- ----------- --------- ----------
Net Assets Available for Benefits
End of Year $0 $0 $430,484 $710,670 $860,856 $1,446,923
=========== =========== ======== =========== ========= ==========
</TABLE>
<TABLE>
<CAPTION>
Emerging International Company
Growth Stock Stock Loan Fund
Fund Fund Fund Fund Totals
-------- ------------- ------- ---- ------
<S> <C> <C> <C> <C> <C>
Net Investment Income
Dividends & Interest Income $936 $2,682 $13,492 $17,537 $139,995
Net Appreciation/(Depreciation)
Investment $90,284 $(3,582) $659,554 $0 $858,586
-------- -------- -------- -------- ----------
Total $91,220 $(900) $673,046 $17,537 $998,581
Employee Contributions $208,999 $186,119 $103,698 $0 $1,422,836
Company Contributions $16,111 $15,488 $9,703 $0 $124,333
Withdrawals $(12,313) $(54,845) $(93,801) $0 $(995,088)
Transfer (To)/From Other
Investment Programs $597,186 $433,352 $(71,973) $(24,290) $0
Other $0 $0 $0 $(20,412) $(20,412)
-------- -------- -------- -------- ----------
Increase/(Decrease) in Net Assets $901,203 $579,214 $620,673 $(27,168) $1,530,250
Net Assets Available for Benefits
Beginning of Year $0 $0 $197,561 $259,195 $4,449,361
-------- -------- -------- -------- ----------
Net Assets Available for Benefits
End of Year $901,203 $579,214 $818,234 $232,027 $5,979,611
======== ======== ======== ======== ==========
</TABLE>
See Notes to Financial Statements
<PAGE>
APERTUS TECHNOLOGIES INCORPORATED
SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENT
1. Plan Description
----------------
Apertus Technologies Incorporated (the Company) adopted the Lee Data
Corporation Savings and Investment Plan effective June 1, 1984 and adopted
a restated version of such plan effective April 1, 1988. The Plan was
renamed the Apertus Technologies Incorporated Savings and Investment Plan
(the "Plan") during fiscal year 1991. The Plan is available only to
employees of the Company who are scheduled to complete at least 1,000 hours
of service during the 12-month period starting on their employment date.
Employees become eligible to participate on the first quarterly entry date
following six months of employment, however, employees of acquired
companies are allowed immediate eligibility.
The Plan provides that eligible employees may contribute on a pre-tax basis
up to 15% of their earnings to the maximum as stated by law. Such
contributions are not subject to income taxes until withdrawn from the
Plan. Company contributions are discretionary as determined by the Board of
Directors. During fiscal year 1995 and 1994 the Company contributed an
amount equal to 25% of up to the first 4% of the employee's pre-tax
compensation that as contributed to the Plan. Employee contributions are
100% vested immediately. Company contributions vest at the rate of 25% for
each year of service as a Plan participant. An employee with 4 years of
service becomes fully vested in the Plan regardless of length of
participation. Benefits are paid upon retirement, death, disability or
termination of employment. Participant forfeitures are used to reduce, by
an equivalent amount, employer contributions. All trustee administrative
expenses except for the loan program are paid by the Company.
Participants may borrow funds against their investment account. All loans
(principal plus interest) are repaid through payroll deductions. Interest
is charged at the prime rate plus one percent, computed at the time of the
loan. The security for each loan is the participants' account.
At December 31, 1995 the assets of the Plan were held by Marshall & Ilsley
Trust Company, (the "Trustee"). The Plan is administered by a committee
appointed by the Board of Directors of the Company.
During 1995, the Plan changed its year end from March 31 to December 31,
and therefore, the Statement of Changes in Net Assets available for
Benefits reflects the nine month period ended December 31, 1995.
The foregoing description of the Plan provides only general information.
Participants should refer to the plan document for a more complete
description of the Plan's provisions.
5
<PAGE>
2. Significant Accounting Policies
-------------------------------
The Plan operates on an accrual basis of accounting.
Investments are stated at market value. Investments in common stock are
based on market quotations. Other investments are stated at market value as
determined by the Trustee based on market value of the funds and the number
of units in each fund. Market values are determined based on an active
market.
All common stock transactions are recorded based on trade date, rather than
settlement date.
3. Investment Program
------------------
The Plan participants can direct that their contributions be invested in
one or more of the following funds in increments of 5%. The Stable Asset,
Balanced, Equity, Emerging Growth and International Stock funds were added
as investment options on July 1, 1994. The previously offered Piper Jaffray
Balanced and Equity funds were removed as investment options at that same
time.
Stable Asset Fund
-----------------
The stable asset fund invests primarily in a diversified portfolio of
insurance contracts from insurance companies.
Income Fund (formerly, the Fixed Fund)
--------------------------------------
This Fund will be invested in U.S. Government and agency securities, prime
commercial paper, guaranteed investment contracts, and the money market
funds of the trustee.
Balanced Fund
-------------
Investments include both stocks and bonds in the Fidelity Advisor Income
and Growth Funds.
Equity Fund
-----------
The fund invests primarily in growth stocks and the securities of smaller
lesser known companies, as well as, medium and larger size companies.
Emerging Growth Fund
--------------------
The investments are primarily in stocks of small to medium sized
companies. At least 65% of the assets are invested in companies with
significant presence in the Midwest, Mountain and Pacific Northwest
region. Typically 90% of the funds assets will be invested in common
stocks.
International Stock Fund
------------------------
The fund invests primarily in stocks and securities of companies and
governments outside the United States.
Company Stock Fund
------------------
This account invests in shares of Apertus Technologies Incorporated common
stock.
Contributions received and not yet invested in a fund are invested
in Temporary Investments held by the Trustee.
6
<PAGE>
4. Investments
-----------
The fair value of individual investments that represent five percent of net
assets is as follows:
<TABLE>
<CAPTION>
December 31, 1995 March 31, 1995
----------------- --------------
<S> <C> <C>
Apertus Technologies Inc. Common Stock 435,899 834,622
Fidelity Advisor Series I Equity Portfolio Fund 2,247,753 1,430,156
Piper Jaffray Invest TR Inc.
Collective Stable Asset Fund 415,510 420,555
Fidelity Advisor Series II
Income and Growth Portfolio Fund 1,017,859 851,772
Marshall International Stock Fund 694,969 563,372
Piper Jaffray Invt. TR Inc.
Emerging Growth Fund 1,464,812 869,755
</TABLE>
5. Income Tax Status
-----------------
The Plan has received a determination letter from the Internal Revenue
Service dated March 2, 1993 that the trust established for the plan is
exempt from federal income taxes by reason of Section 501 of the Internal
Revenue Code (IRC). Once qualified, the Plan is required to operate in
conformity with the IRC to maintain its qualification. The Pension
Administrative Committee is not aware of any course of action or series of
events that have occurred that might adversely affect the Plan's qualified
status.
6. Related Party Transactions
--------------------------
All administration costs of the Plan except for the loan program are paid
by the Company. Brokers' commissions and fees, if any, incurred in
connection with the segregated funds are paid by the Plan.
7. Plan Termination
----------------
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA. In the event of Plan
termination, participants will become 100 percent vested in their accounts.
8. Form 5500
---------
The following is a reconciliation of net assets available for benefits per
the financial statements to the form 5500:
<TABLE>
<CAPTION>
December 31, 1995 March 31, 1995
----------------- --------------
<S> <C> <C>
Net assets available for benefits per the
financial statements $7,250,390 $5,979,611
Amounts allocated to withdrawing participants 0 (48,788)
Net assets available for benefits per ---------- ----------
form 5500 $7,250,390 $5,930,823
========== ==========
</TABLE>
7
<PAGE>
The following is a reconciliation of benefits paid to participants per the
financial statements to the form 5500:
<TABLE>
<CAPTION>
December 31, 1995
------------------
<S> <C>
Benefits paid to participants per the financial
statements $309,739
Add amounts allocated to withdrawing participants
December 31, 1995 0
Less amounts allocated to withdrawing participants
March 31, 1995 (48,788)
--------
Benefits paid to participants per the form 5500 $260,951
========
</TABLE>
8
<PAGE>
APERTUS TECHNOLOGIES INCORPORATED SCHEDULE 1
SAVINGS AND INVESTMENT PLAN
Item 27a-Schedule of Assets Held for Investment Purposes
December 31, 1995
<TABLE>
<CAPTION>
Description of Investment, including Maturity Date, Current
Identity of Issue Rate of Interest, Current Par or Maturity Value Cost Value
- -------------------- ----------------------------------------------------- ---------- ----------
<S> <C>
Apertus Technologies Inc. * 56,245 shares of Common Stock $394,954 $435,899
Fidelity Advisor Series l 59,924 shares $1,779,656 $2,247,753
Equity Portfolio Fund
Fidelity Advisor Series ll 64,791 shares $948,414 $1,017,859
Balanced Fund
Marshall International Stock Fund * 68,402 shares $661,188 $694,969
Piper Jaffray INVT TR INC 60,907 shares $1,217,587 $1,464,812
Emerging Growth Fund
Piper Jaffray INVST TR INC 30,035 shares $385,485 $415,510
Collective Stable Asset Fund
Federal Home Loan Mtg Corp $30,000 face, due 2/8/96 $29,578 $29,814
United States: Treasury Note $65,000 face, 4.375%, dtd 8/16/93, due 8/15/96 $65,373 $64,675
United States: Treasury Note $20,000 face, 5.50%, dtd 5/2/94, due 4/30/96 $19,875 $20,025
United States: Treasury Note $100,000 face, 6.50%, dtd 5/16/94, due 5/15/97 $100,311 $101,719
United States: Treasury Note $55,000 face, 6.125%, dtd 8/1/94, due 7/31/96 $54,948 $55,292
United States: Treasury Note $75,000 face, 6.50%, dtd 8/15/94, due 8/15/97 $74,883 $76,524
United States: Treasury Note $135,000 face, 7.375%, dtd 11/15/94, due 11/15/97 $135,211 $140,105
United States: Treasury Note $90,000 face, 6.125%, dtd 5/15/95, due 5/15/98 $90,155 $91,828
Marshall Money Market Funds * 130,936 shares $130,936 $130,936
Piper Jaffray Benchmark Diversified 300 shares $300 $300
Participant Loans Interest rates from 7% to 10% maturing from 7/96 to 2/12 - $245,001
---------- ----------
Total Investments $6,088,854 $7,233,021
========== ==========
* Indicates party-in-interest to the Plan
</TABLE>
9
<PAGE>
SCHEDULE II
APERTUS TECHNOLOGIES INCORPORATED
SAVINGS AND INVESTMENT PLAN
Item 27d - Schedule of Reportable Transactions
Nine Months Ended December 31, 1995
<TABLE>
<CAPTION>
Net
Purchase Selling Cost of Current Gain or
Identity of Party Involved/Description of Assets Price Price Asset Value (Loss)
- ------------------------------------------------ -------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Category (iii) - Series of transactions in excess of 5% of
Plan assets.
Fidelity Advisor Series I $500,567 $500,567 $500,567
13,865 shares purchased on 36 transactions
Fidelity Advisor Series I $39,392 $32,579 $39,392 $6,813
1,156 shares sold on 6 transactions
Marshall International Stock Fund $196,075 $196,075 $196,075
19,479 shares purchased on 36 transactions
Marshall International Stock Fund $118,793 $113,298 $118,793 $5,495
11,303 shares sold on 10 transactions
Piper Jaffray INVT TR INC $451,245 $451,245 $451,245
19,206 shares purchased on 23 transactions
Piper Jaffray INVT TR INC $19,024 $14,601 $19,024 $4,423
767 shares sold on 2 transactions
Marshall Money Market Fund $1,733,206 $1,733,206 $1,733,206
1,733,206 shares purchased on 317 transactions
Marshall Money Market Fund $1,628,686 $1,628,686 $1,628,686 $0
1,628,686 shares sold on 216 transactions
</TABLE>
NOTE: There were no category (i), (ii) or (iv) reportable transactions during
1995.
10
