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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.
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Exhibit 27
Dataflex Corporation
Financial Data Schedule
<Article > 5
Exhibit 27 for Dataflex Corporation
<TABLE>
<S> <C>
[PERIOD-TYPE] 12 Months
[FISCAL-YEAR-END] March 31, 1995
[PERIOD-END] March 31, 1995
[CASH] 5,589,741
[SECURITIES] 0
[RECEIVABLES] 56,833,576
[ALLOWANCES] 0
[INVENTORY] 32,029,137
[CURRENT-ASSETS] 106,257,440
[PP&E] 15,743,831
[DEPRECIATION] 4,126,371
[TOTAL-ASSETS] 146,580,990
[CURRENT-LIABILITIES] 59,286,563
<Mortgages> 1,281,903
[PREFERRED-MANDATORY] 0
[PREFERRED] 0
[COMMON] 19,044,531
[OTHER-SE] 15,095,425
[TOTAL-LIABILITY-AND-EQUITY] 146,580,990
[SALES] 273,850,996
[TOTAL-REVENUES] 273,850,996
[CGS] 242,563,938
<Total-Cost> 242,563,938
[OTHER-EXPENSES] 24,853,196
[LOSS-PROVISION] 0
[INTEREST-EXPENSE] 2,677,308
[INCOME-PRETAX] 3,756,554
[INCOME-TAX] 1,617,195
[DISCONTINUED] 0
[EXTRAORDINARY] 0
[CHANGES] 0
[NET-INCOME] 2,139,359
[EPS-PRIMARY] .45
[EPS-DILUTED] .45
</TABLE>
Notes:
Items reported as "zero" are not applicable or are immaterial to the
consolidated financial position of the Company.
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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.
Exhibit Number Description of Document
(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.
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.
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Exhibit Number Description of Document
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.
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Exhibit Number Description of Document
(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.
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Exhibit Number Description of Document
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").
