SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 10-K/A
(Amendment No.1)
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [ NO FEE REQUIRED]
For the transition period from to
Commission File Number 1-11152
INTERDIGITAL COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
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<S> <C>
Pennsylvania 23-1882087
(state or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
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781 Third Avenue, King of Prussia, Pennsylvania 19406
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: 610-878-7800
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, Par Value $.01 per Share
(Title of Class)
Securities registered pursuant to Section 12(g) of the Act:
$2.50 Cumulative Convertible Preferred Stock, Par Value $2.50 per Share
(Title of Class)
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. [ ]
On March 22, 1996, the aggregate market value of the Registrant's
Common Stock, $.01 par value, held by non-affiliates of the Registrant was
approximately $408,437,000.
On March 22, 1996, there were 46,021,060 shares of the Registrant's
Common Stock, $.01 par value outstanding.
Documents Incorporated by Reference
Not Applicable.
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Part III
Item 10. Directors and Executive Officers of the Registrant
Information concerning executive officers appears under the caption
"Item 1.Business-Executive Officers of the Company" in Part I of the Form 10-K.
The following individuals comprise the Board of Directors and are
identified by term of office:
Member of the Board of Directors Having a Term of Office
Expiring at the 1996 Annual Meeting and Nominee for Election to
Board of Directors For a Three Year Term Expiring
at 1999 Annual Meeting
HARRY G. CAMPAGNA, 57, has been a director of the Company since April
1994, at which time he was elected by the Board to fill the vacancy created by
the resignation of William W. Erdman in February 1994. Mr. Campagna has been the
President and Chairman of the Board of Qualitex Co., a company co-founded and
co-owned by Mr. Campagna and his wife, for more than the past five years.
Qualitex is a manufacturer of press pads and related items for the garment,
apparel and textile maintenance industries.
Members of the Board of Directors Continuing in Office
Term Expiring at 1998 Annual Meeting
BARNEY J. CACIOPPO, 68, has been a director of the Company since May
1995. He has been the owner and President of Harbor Engineering & Service Co.,
an engineering and consulting firm, since February 1965. He was the owner and
President of Argon Electric Co., a company which provides electrical
construction services, for 25 years until his retirement in January 1993. He is
a registered professional engineer in the State of Illinois.
HARLEY L. SIMS, 68, has been a director of the Company since April
1992. Since 1983, he has been the President of L&A Contracting Company, a
Mississippi company engaged in heavy and highway construction. He is also the
President of Southeastern Concrete Company, a concrete producer.
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Members of The Board of Directors Continuing in Office
Term Expiring at 1997 Annual Meeting
D. RIDGELY BOLGIANO, 63, has been a director of the Company since 1981.
He became the Company's Vice President of Research and Chief Scientist in April
1984, and has been affiliated with the Company in various capacities since 1974.
WILLIAM J. BURNS, 67, has been a director of the Company
since June 1990. Mr. Burns has served as the Company's Chief
Executive Officer and Chairman of the Board since November 1994.
He has been a self-employed investor and financial consultant for
the last 15 years.
Compliance with Section 16(a) of
the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934 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 Securities and Exchange Commission and the American Stock Exchange
initial reports of ownership and reports of changes in ownership of Common Stock
and other equity securities of the Company. Executive officers, directors and
greater than ten-percent shareholders (collectively, "Reporting Persons") are
additionally required to furnish the Company with copies of all Section 16(a)
forms they file.
To the Company's knowledge, based solely on review of the copies of
such reports furnished to the Company and written representations of Reporting
Persons that no other reports were required with respect to fiscal 1995, all
Section 16(a) filing requirements applicable to the Reporting Persons were
complied with; except that, due to administrative oversight, each of Mr.
Goldberg, Mr. Sims and Lyman Hamilton, a former director, filed one report late
relating to one transaction.
Item 11. Executive Compensation
Summary Compensation Table
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The following table sets forth certain information concerning the
annual and long-term compensation paid to or for (i)the Company's Chief
Executive Officer and (ii) the Company's four other most highly compensated
other executive officers whose total annual salary and bonus exceeded $100,000
in 1995 (collectively, the "Named Officers"), for services rendered to the
Company and its subsidiaries during fiscal years 1993, 1994 and 1995:
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Long-Term
Compensation
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Annual Compensation Awards
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Other Securities All Other
Name and Annual Underlying Compen-
Principal Compensation Options/ sation
Position Year Salary Bonus ($) SARs (#) (1)
-------------------- ----- --------- --------- ------------ ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
William J. Burns 1995 $394,520 (2) $0 - 0 $4,050
Chief Executive 1994 $ 15,151 $0 $0 250,000 $ 0
Officer (since
November 1994)
William A. Doyle 1995 $170,000 $0 $0 0 $5,509
President 1994 $139,627 $0 - 70,000 $2,805
1993 $107,923 $0 $0 0 $3,507
Howard E. Goldberg 1995 $125,000 $0 $34,437(3) 50,000 $5,196
Executive Vice President 1994 $130,688 $0 - 30,000 $1,933
General Counsel and
Secretary (since
December 1994)
James W. Garrison 1995 $110,000 $0 $0 0 $5,092
VP-Finance, Chief 1994 $ 84,267 $0 $57,000 $1,228
Financial Officer,
Treasurer (since
December 1994)
Robert S. Bramson (4) 1995 $177,307 $504,319 $0 0 $350,878
Past President and 1994 $150,000 $ 27,933 $0 0 $4,500
Chief Executive Officer 1993 $140,539 $0 - 0 $2,546
of InterDigital Patents
Corporation
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(1) Amounts listed under "All Other Compensation" for 1995 represent the
dollar value of insurance premiums with respect to term life insurance
(Burns $4,050; Doyle $1,009; Goldberg $696; Garrison $592; Bramson $878),
employer contributions to the Company's 401 (k) plan (Doyle $4,500;
Goldberg $4,500; Garrison $4,500) and, in the case of Mr. Bramson, a
payment of $350,000 pursuant to the agreement referenced in footnote (4)
below; and for 1994 represent the dollar value of insurance premiums with
respect to term life insurance (Doyle $780; Goldberg $508; Garrison $148;
Bramson $2,250) and employer contributions to the Company's 401(k) plan
(Doyle $2,025; Goldberg $1,425; Garrison $1,080; Bramson $ 2,250).
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(2) Includes the amount of $144,520 which was accrued in 1994.
(3) Amount listed includes $33,187 in commissions related to certain
transactions completed in 1995.
(4) Mr. Bramson's employment terminated in April 1995. In conjunction
therewith, the Company, InterDigital Patents Corporation, a subsidiary of
the Company (IPC), and Mr. Bramson entered into an agreement, in
consideration of the cancellation of any claims Mr. Bramson would otherwise
have asserted under an IPC Executive Bonus Plan, pursuant to which IPC paid
Mr. Bramson the gross sum of $650,000. Further, IPC acknowledged (i) Mr.
Bramson's ownership of a five year option to purchase a number of shares of
IPC equal to 1.1% of its outstanding shares at an exercise price of $.01
per share ("Option"),and (ii) Mr. Bramson's right to participate ratably in
any buy-out of IPC in which the Company participates which has the effect
of reducing the number or percentage of IPC shares not owned by the
Company. Mr. Bramson has the right, under the agreement, to require IPC to
purchase the stock issued or issuable upon exercise of the Option for one
million dollars at any time on or before June 30, 1998 if such shares are
not purchased from him or exchanged for shares of the Company prior to
December 31, 1996.
Stock Option Grants, Exercises and Holdings
The following tables set forth certain information concerning stock
options granted to and exercised by the Named Officers during fiscal 1995 and
unexercised stock options held by them at the end of fiscal 1995.
Option/SAR Grants in Last Fiscal Year
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Individual Grants
Number of % of Total Potential Realizable Value at
Securities Options/SARs Assumed Annual Rates of
Underlying Granted to Stock Price Appreciation for
Options/ Employees in Exercise Option Term 1
SARs Last Fiscal or Base Expiration ------------------------------
Name Granted (#) Year Price Date 5% 10%
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<S> <C> <C> <C> <C> <C> <C>
William J. Burns 0 0 $ - - $0 $0
William A. Doyle 0 0 - - $0 $0
Howard E. Goldberg 50,000 32.7% $6.5625 5/30/05 $534,500 $851,000
James W. Garrison 0 0 - - $0 $0
Robert S. Bramson2 0 0 - - $0 $0
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1 Potential Realizable Value is reported net of the option exercise
price, but before taxes associated with exercise. These amounts represent
certain assumed rates of appreciation only. Actual gains, if any, on stock
option exercises are dependent upon the future performance of the Company's
Common Stock. The amounts reflected in this table may not necessarily be
achieved.
2 See footnote 4 to the Summary Compensation Table.
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Aggregated Option/SAR Exercises in Last Fiscal Year
and FY-End Option/SAR Values
Number of Securities Value of Unexercised
Underlying In-the-Money
Options/SARs Options/SARs at
at FY-End($)(1)
Shares FY-End (#)
Acquired On Value --------------------------- ---------------------------
Name Exercise(#) Realized($) Exercisable Unexercisable Exercisable Unexercisable
- -------------- ----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
William J. Burns ................... 0 $ 286,000 0 $1,129,750 $ 0
William A. Doyle ................... 16,66 $ 49,998 131,334 27,000 $ 337,211 $ 112,375
Howard E. Goldberg. . . 0 .......... $ 106,666 58,334 $ 145,729 $ 99,271
James W. Garrison .................. .19,000 $ 57,000 44,900 30,100 $ 96,162 $ 128,088
Robert S. Bramson(2) .............. 80,000 $ 161,875 40,000 0 $ 85,000 $ 0
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(1) The values of unexercised, in-the-money options are calculated by
subtracting the exercise price from the fair market value of the shares of
Common Stock underlying the options at December 31, 1995.
(2) Information for Mr. Bramson does not reflect any option to purchase common
stock of Patents Corp., as discussed in footnote (4) under Summary Compensation
Table above.
Compensation Committee Interlocks
and Insider Participation
During 1995 the following directors served on the Compensation and
Stock Option Committee of the Board: Mr. Sims and Mr. Campagna. Neither of the
aforementioned Committee members was an officer or employee of the Company or
any of its subsidiaries during 1995, or was formerly an officer of the Company
or any of its subsidiaries.
Item 12. Security Ownership of Certain Beneficial Owners and
Management
Security Ownership Of Certain
Beneficial Owners and Management
The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock, as of March 31, 1996, by each of the
Company's directors, by each of the Named Officers, by all executive officers
and directors of the Company as a group, and by each person known to the Company
to be the beneficial owner of more than 5% of any class of the Company's
outstanding Common Stock. Unless otherwise indicated, the shareholders listed
possess sole voting and investment power with respect to the shares listed.
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Percent of
Name of Amount and Common Stock
Beneficial Nature of Outstanding (if
Owner Ownership(1) greater than 1%)(2)
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D. Ridgely Bolgiano............................... 249,305 -
William J. Burns ................................. 493,405 (3) 1.1 %
Barney J. Cacioppo ............................... 108,622 (3) -
Harry G. Campagna ................................ 164,725 (3) -
Harley L. Sims.................................... 519,100 (3) 1.1 %
William A. Doyle.................................. 134,124 -
Howard E. Goldberg................................ 109,583 (3) -
James W. Garrison................................. 35,400 -
Robert S. Bramson................................. 30,100 -
All directors and officers as a group (8 persons) 1,814,264 (3) 3.9 %
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(1) Includes the following number of shares of Common Stock which may be
acquired by the persons and group identified in the table (or members of
the immediate family or other persons or entities affiliated with such
persons or members of such group), through the exercise of options or
warrants which were exercisable as of March 31, 1996 or will become
exercisable within 60 days of such date: Mr. Bolgiano, 179,300; Mr. Burns,
324,000; Mr. Cacioppo, 77,622; Mr. Campagna, 84,725; Mr. Sims, 59,750; Mr.
Doyle, 133,334; Mr. Goldberg, 106,666; Mr. Garrison, 35,400; Mr. Bramson,
30,000; all directors and executive officers as a group,1,000,797.
(2) Based upon 46,024,060 shares of Common Stock issued and outstanding at
March 31, 1996.
(3) Investment and voting power with respect to certain of such shares may
be shared with members of the immediate family or other persons or entities
affiliated with the listed person or members of the listed group.
Item 13. Certain Relationships and Related Transactions
Not applicable.
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Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
April 29, 1996 INTERDIGITAL COMMUNICATIONS
CORPORATION
By: /s/ William A. Doyle
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William A. Doyle
President
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