UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT
OF 1934 (Fee Required) For the Fiscal year ended March 31, 1995
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 No. 0-15551
DATAFLEX CORPORATION
(Exact name of Registrant as specified in its charter)
New Jersey 22-2163376
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification
No.)
3920 Park Avenue
Edison, New Jersey 08820
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (908) 321-1100
__________
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common
Stock, No Par Value
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 twelve (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.
The aggregate market value of Common Stock held by non-affiliates
based upon the average price of such stock as quoted on NASDAQ for
June 2, 1995, and reported by the National Quotations Bureau, Inc.
was $30,762,876.
As of June 2, 1995 there were 4,835,102 shares of the Registrant's
Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE: The information required by
Part III (Items 10, 11, 12 and 13) is incorporated by reference to
the Registrant's Proxy Statement to be filed pursuant to Regulation
14A.
PART IV
ITEM 14 - Exhibits, Consolidated Financial Statement Schedules and
Reports on Form 8-K.
(a)(1) Consolidated Financial Statements. The following
consolidated financial statements are included in
Part II, Item 8:
Page
Report of Independent Accountants F-1
Consolidated Financial Statements
Consolidated Balance Sheets as of March 31, 1995 and 1994 F-2
Consolidated Statements of Operations for years ended
March 31, 1995, 1994 and 1993 F-3
Consolidated Statements of Shareholders' Equity for years
ended March 31, 1995, 1994 and 1993 F-4
Consolidated Statements of Cash Flows for years ended
March 31, 1995, 1994 and 1993 F-5
Notes to Consolidated Financial Statements F-6
(a) (2) Incorporated Exhibits.
(1) Filed as an exhibit to the Company's Registration
Statement on Form S-1 filed February 23, 1990, and amendments
thereto, Registration No. 33033472.
Exhibit Number Description of Document
3.1 The registrant's Certificate of Incorporation, as
amended.
3.2 The registrant's restated and amended by-laws.
4 Specimen of stock certificate for shares of Common
Stock.
10.8 Lease dated December 5, 1989 between 3920 Park Avenue
Associates and the registrant.
10.9 Amendment to Lease dated January 29, 1990 between 3920
Park Avenue Associates and the registrant.
10.10 Dealer Agreement dated August 11, 1989 between
International Business Machines Corporation and the
registrant.
10.11 Dealer Agreement dated February 21, 1989 between
Hewlett-Packard Company and the registrant.
10.12 Dealer Agreement dated April 1, 1989 between Apple
Computer, Inc. and the registrant.
10.13 Dealer Agreement dated October 1, 1988 and extended to
June 30, 1990 between Epson America, Inc. and the
registrant.
10.14 Dealer Agreement dated April 7, 1989 between COMPAQ
Computer Corporation and the registrant.
10.16 1987 Incentive Stock Option Plan.
10.17 1989 Incentive and Non-Qualified Stock Option Plan.
10.18 Salary Savings Plan and Trust of Dataflex Corporation
dated December 21, 1989.
10.24 1990 Senior Management Incentive and Non-Qualified Stock
Option Plan.
10.25 Form of Stock Option Agreement for 1989 Incentive and
Non-Qualified Stock Option Plan by and between the
registrant and Richard C. Rose.
10.26 Form of Stock Option Agreement for 1989 Incentive and
Non-Qualified Stock Option Plan by and between the
registrant and Gordon J. McLenithan.
10.27 Form of Stock Option Agreement for 1990 Senior
Management Incentive and Non-Qualified Stock Option Plan
by and between the registrant and Richard C. Rose.
10.28 Form of Stock Option Agreement for 1990 Senior
Management Incentive and Non-Qualified Stock Option Plan
by and between the registrant and Gordon J. McLenithan.
(2) Filed as an Exhibit to the Company's Form 8-K filed April 23,
1994.
10.29 Asset Purchase Agreement between the Company and Granite
Computer Products, Inc. dated March 21, 1994.
(3) Filed as an Exhibit to the Company's Form 8-K filed June 16,
1994.
10.30 Asset Purchase Agreement between the Company and
Advantage Systems, Inc. dated May 23, 1994.
(4) Filed as an Exhibit to the Company's Annual Proxy Statement
filed September 1, 1991.
10.33 1991 Incentive and Non-Qualified Stock Option Plan.
(5) Filed as an Exhibit to the Company's December 31, 1994 Form
10-Q filed February 13, 1995.
10.34 Inventory and Working Capital Financing Agreement
between Dataflex Corporation and IBM Credit Corporation
dated December 28, 1994.
10.35 Inventory and Working Capital Financing Agreement
between Dataflex Southwest Corporation and IBM Credit
Corporation dated December 28, 1994.
(6) Filed as an Exhibit to the Company's Form 8-K filed January
24, 1995.
10.36 Asset Purchase Agreement between Dataflex Corporation
and National Data Products, Inc. dated November 17,
1994.
(7) Filed as an Exhibit to the Company's Form 8-K filed August 31,
1994.
10.37 Stock Purchase Agreement between Dataflex Corporation,
the sellers named therein and Sunland Computer Services,
Inc. dated August 19, 1994.
(8) Filed as an Exhibit to the Company's Annual Proxy Statement
filed September 1, 1992.
10.38 1992 Incentive and Non-Qualified Stock Option Plan.
(9) Filed as an Exhibit to the Company's Annual Proxy Statement
filed September 1, 1994.
10.39 1994 Incentive and Non-Qualified Stock Option Plan.
(a) (3) Exhibits Filed Herewith
10.40 Employment Agreement dated April 1, 1993 by and between
the Company and Richard C. Rose.
10.41 Amendment to Employment Agreement dated April 1, 1993 by
and between the Company and Richard C. Rose.
10.42 Employment Agreement dated January 30, 1995 by and
between the Company and Gordon J. McLenithan.
10.43 Amendment to Employment Agreement dated January 30, 1995
by and between the Company and Gordon J. McLenithan.
10.44 Amendment to Employment Agreement by and between the
Company and Peter H. Jackson filed on April 23, 1994 as
part of the Asset Purchase Agreement between the Company
and Granite Products, Inc.
22 Subsidiaries.
23 Consent of Price Waterhouse concerning S-8 Registration
Statements.
27 Financial Data Schedule
(b) Reports on Form 8-K. A current report on Form
8-K/A, dated March 27, 1995, was filed relating to the audited and
proforma financial statements of National Data Products, Inc.
("NDP").
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