<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 0-14953
ACUSON CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 94-2784998
(State of Incorporation) (IRS Employer Identification No.)
1220 CHARLESTON ROAD
P. O. BOX 7393 MOUNTAIN VIEW, CA 94039-7393
(Address of principal executive offices)
Registrant's telephone number, including area code, is (415) 969-9112
Securities registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS Name of Each Exchange on Which Registered
------------------- -----------------------------------------
Common Stock New York Stock Exchange
$.0001 par value
Securities registered pursuant to Section 12(g) of the Act:
Common Stock Purchase Rights
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 ((S) 229.405 of this chapter) 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 aggregate market value of the Registrant's voting stock held by non-
affiliates on March 1, 1996 (based upon the NYSE closing price on such date) was
approximately $300,060,000.
<PAGE>
As of March 1, 1996, there were 27,315,671 shares of the Registrant's Common
Stock outstanding.
PART III
ITEM 10
DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The By-Laws of the Company provide that the number of directors of the Company
shall be fixed from time to time by the Board of Directors. At present, the
authorized size of the Board of Directors is six. The Board of Directors has
nominated five persons for election to the Board of Directors. Mr. Royce
Diener, a current director of the Company, has decided to retire from the Board
of Directors and will not be standing for re-election.
The information regarding executive officers required by Item 10 of Form 10-K
is incorporated by reference to Item 4A of the Company's Form 10-K for the
fiscal year ended December 31, 1995 (to which this Form 10-K/A is an amendment).
There are no family relationships between any director or executive officer of
the Company.
2
<PAGE>
ITEM 11
EXECUTIVE COMPENSATION
The following table discloses compensation received by the Company's Chief
Executive Officer and the four other most highly paid executive officers serving
as executive officers at the end of the fiscal year, for the three fiscal years
ended December 31, 1995.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS ALL OTHER
NAME AND ---------------------------------- --------------- COMPENSATION
PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) OPTIONS (#) ($)
- ------------------------ ---- ---------------------------------- --------------- ----------------
<S> <C> <C> <C> <C> <C>
Samuel H. Maslak 1995 $679,000 $67,900 0 $ 500(7)
Chairman and Chief 1994 $679,000 $ 0 0 $ 500(7)
Executive Officer 1993 $650,000 $48,100 316,775(2) $ 500(7)
Robert J. Gallagher 1995 $415,000 $41,500 100,000 $ 500(7)
President and Chief 1994 $350,000 $35,000 0 $ 500(7)
Operating Officer 1993 $293,000 $23,440 123,360(3) $ 500(7)
Daniel R. Dugan 1995 $300,000 $60,000 50,000 $57,597(8)
Sr. Vice President, 1994 $270,000 $54,000 100,000 $57,597(9)
Worldwide Sales, 1993 $209,000 $49,720(1) 130,040(4) $57,344(10)
Service, Marketing
Bradford C. Anker 1995 $250,000 $25,000 20,000 $ 500(7)
Vice President, 1994 $232,000 $18,000 0 $ 500(7)
Manufacturing 1993 $222,000 $17,760 157,738(5) $ 500(7)
Stephen T. Johnson 1995 $250,000 $37,500 25,000 $ 500(7)
Vice President, 1994 $195,000 $11,700 50,000 $ 500(7)
Chief Financial 1993 $169,000 $13,520 66,680(6) $ 500(7)
Officer and Treasurer
</TABLE>
(1) Consisting of $16,720 as a year-end bonus pursuant to the Company's officer
bonus plan and $33,000 as a bonus based upon the performance of the
Company's domestic field organization.
(2) Includes options for 216,775 shares granted in exchange for the cancellation
of options for 325,000 shares during a Company-wide option repricing.
(3) Includes options for 53,360 shares granted in exchange for the cancellation
of options for 80,000 shares during a Company-wide option repricing.
3
<PAGE>
(4) Includes options for 80,040 shares granted in exchange for the cancellation
of options for 120,000 shares during a Company-wide option repricing.
(5) Includes options for 142,738 shares granted in exchange for the
cancellation of options for 214,000 shares during a Company-wide option
repricing.
(6) Includes options for 26,680 shares granted in exchange for the cancellation
of options for 40,000 shares during a Company-wide option repricing.
(7) Consisting of an employer contribution of $500 to each employee's 401(k)
plan account.
(8) Consisting of an employer contribution of $500 to Mr. Dugan's 1995 401(k)
plan account and partial forgiveness of a loan from the Company in the
amount of $57,097. See "Certain Relationships and Other Transactions" for a
description of such loan.
(9) Consisting of an employer contribution of $500 to Mr. Dugan's 1994 401(k)
plan account and partial forgiveness of a loan from the Company in the
amount of $57,097. See "Certain Relationships and Other Transactions" for
a description of such loan.
(10) Consisting of an employer contribution of $500 to Mr. Dugan's 1993 401(k)
plan account and partial forgiveness of a loan from the Company in the
amount of $56,844. See "Certain Relationships and Other Transactions" for
a description of such loan.
During 1995, each non-employee director received an annual fee of $24,000 in
connection with his service on the Board of Directors of the Company and was
reimbursed for all travel expenses incurred in attending meetings of the Board.
In addition, after May 1995, each non-employee director received $500 for each
committee meeting he attended when that committee meeting was not held in
conjunction with a Board meeting. Pursuant to the 1995 Stock Incentive Plan of
the Company, each non-employee director who was elected at the 1995 Annual
Meeting was granted an option to purchase 5,000 shares of the Company's Common
Stock on May 31, 1995 at an exercise price equal to their then fair market
value.
4
<PAGE>
OPTIONS GRANTED TO EXECUTIVE OFFICERS
The following two tables set forth certain information regarding stock options
granted to, exercised by, and owned by the executive officers named in the
foregoing Summary Compensation Table during 1995.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE
AT ASSUMED RATES OF STOCK
% OF TOTAL PRICE APPRECIATION FOR
OPTIONS GRANTED OPTION TERM(2)
OPTIONS TO EMPLOYEES IN EXERCISE EXPIRATION -------------------------
NAME GRANTED(#) FISCAL YEAR PRICE/SHARE DATE 5% 10%
- ------- --------- --------------- ----------- ---------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
Samuel H. Maslak..... 0 --- --- ---
Robert J. Gallagher.. 100,000(1) 7.16% $ 11.00 05/31/05 $691,784 $1,753,117
Daniel R. Dugan...... 50,000(1) 3.58% $12.375 03/01/05 $389,129 $ 986,128
Bradford C. Anker.... 20,000(1) 1.43% $13.625 02/10/05 $171,374 $ 434,295
Stephen T. Johnson... 25,000(1) 1.79% $12.375 03/01/05 $194,564 $ 493,064
</TABLE>
(1) Granted at fair market value on the date of grant; vesting over five years
with 10% of the shares vesting six months after the date of grant and the
balance vesting daily over the remaining term. Vesting may be accelerated
and the options may be repriced at the discretion of the Board of Directors.
In the event of a dissolution, merger or other reorganization of the Company
in which more than 50% of the Company's stock is exchanged, any surviving
corporation shall assume the options outstanding, substitute similar rights
for outstanding options, or the options shall continue. If the surviving
corporation refuses to assume or continue the options, vesting on such
options shall be accelerated. Subject to certain exceptions and conditions,
in the event that a person or entity acquires more than 20% of the Company's
then outstanding stock without the approval of the Board of Directors,
vesting of outstanding options is automatically accelerated.
(2) The dollar amounts under these columns are the result of calculations at the
5% and 10% annual rates of stock appreciation prescribed by the Securities
and Exchange Commission and are not intended to forecast possible future
appreciation, if any, of the Company's stock price. Assuming 5% and 10%
compounded annual appreciation of the stock price over the term of the
option, the price of a share of Common Stock underlying an option issued
February 10, 1995 with an exercise price of $13.625 would be $22.19 and
$35.34, respectively, on February 10, 2005, the price of a share of Common
Stock underlying an option issued March 1, 2005 with an exercise price of
$12.375 would be $20.16 and $32.10, respectively, on March 1, 2005, and the
price of a share of Common Stock underlying an option issued May 31, 1995
with an exercise price of $11.00 would be $17.92 and $28.53, respectively,
on May 31, 2005. The closing sale price of Acuson stock on the New York
Stock Exchange on December 29, 1995 was $12.375.
5
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
VALUE UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
REALIZED OPTIONS AT FY-END(#) AT FY-END ($)
SHARES ACQUIRED --------- EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE(#) ($) UNEXERCISABLE UNEXERCISABLE(1)
- --------------------- ---------------- --------- ----------------------- -----------------------
<S> <C> <C> <C> <C>
Samuel H. Maslak..... -- -- 568,082/108,693 $267,262/$ 84,997
Robert J. Gallagher.. -- -- 258,056/146,804 $149,995/$152,340
Daniel R. Dugan...... -- -- 104,036/176,004 $ 83,683/$ 46,382
Bradford C. Anker.... 5,000 $53,500 129,938/ 51,800 $234,529/$ 43,721
Stephen T. Johnson... -- -- 135,976/ 91,704 $ 85,185/$ 15,462
</TABLE>
(1) Value per share is defined as the market price of Acuson stock at year end
minus the per share exercise price of the option. The closing sale price of
Acuson stock on the New York Stock Exchange on December 29, 1995 was
$12.375.
COMPENSATION COMMITTEE
INTERLOCKS AND INSIDER PARTICIPATION
During the first part of 1995, until May 31, 1995, the Compensation Committee
consisted of Messrs. Diener and Perkins. However, Mr. Perkins was unable to
attend the meeting at which 1995 executive officer salaries were to be
determined, and as a result the decisions with respect to such salaries were
made by the Board of Directors. Dr. Maslak, Chairman of the Board and Chief
Executive Officer, and Mr. Gallagher, President and Chief Operating Officer,
serve on the Board of Directors and participated in the deliberations (although
Dr. Maslak received no salary increase for 1995). In May, 1995, Mr. Perkins
retired from the Board, and the newly elected directors, Messrs. Greene,
Johannsmeier and Mendelson, joined Mr. Diener on the Compensation Committee.
The decisions with respect to bonuses for 1995, which were made in February
1996, were made by the Compensation Committee. Dr. Maslak recommended the bonus
amounts to the Committee for all executive officers, other than himself, and did
not participate in the deliberations with respect to his bonus. Messrs. Diener,
Greene, Johannsmeier, Mendelson and Perkins are not and have never been officers
or employees of the Company.
6
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock as of March 30, 1996, by (i) all those
known by the Company to be beneficial owners of more than five percent (5%) of
its Common Stock; (ii) all directors and nominees for director; (iii) the
executive officers of the Company included in the Summary Compensation Table set
forth under the caption ''Compensation of Directors and Executive Officers''
below; and (iv) all current executive officers and directors of the Company as a
group. Mr. Johannsmeier and Dr. Maslak can be contacted at the offices of the
Company. Except as indicated in the footnotes to this table and pursuant to
applicable community property laws, the persons named in the table have sole
voting and investment power with respect to all shares of Common Stock
beneficially owned by them.
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP
---------------------
BENEFICIAL OWNER SHARES PERCENT
------------------ ---------- ---------
<S> <C> <C>
State of Wisconsin Investment Board(1) 2,760,700 10.3%
P. O. Box 7842
Madison, WI 53707
Delphi Asset Management(2) 1,637,500 6.1%
485 Madison Avenue
New York, NY 10022
Karl H. Johannsmeier 5,183,395 19.3%
Samuel H. Maslak(3) 2,104,534 7.7%
Robert J. Gallagher(4) 365,115 1.3%
Stephen T. Johnson(5) 156,236 *
Bradford C. Anker(6) 149,502 *
Daniel R. Dugan(7) 134,883 *
Royce Diener(8) 38,642 *
Alan C. Mendelson(9) 6,922 *
Albert L. Greene(10) 5,472 *
All Executive Officers and Directors as 8,519,990 29.9%
a group (13 persons)(11)
</TABLE>
* Less than 1%
(1) Based on information contained in a statement on Schedule 13G filed by such
stockholder with the Securities and Exchange Commission on February 2, 1996.
(2) Based on information contained in a statement on Schedule 13G filed by such
stockholder with the Securities and Exchange Commission on February 13,
1996.
(3) Includes 598,547 unissued shares of Common Stock subject to options
exercisable within 60 days of March 30, 1996, which are deemed to be
outstanding for the purpose of computing the percentage of Common Stock
owned pursuant to Rule 13d-3(d)(1) under the Exchange Act. Also includes
7,280 shares of Common Stock for which Dr. Maslak disclaims beneficial
ownership.
7
<PAGE>
(4) Includes 277,494 unissued shares of Common Stock subject to options
exercisable within 60 days of March 30, 1996. Also includes 12,000 shares
for which Mr. Gallagher disclaims beneficial ownership.
(5) Includes 148,158 unissued shares of Common Stock subject to options
exercisable within 60 days of March 30, 1996. Also includes 900 shares for
which Mr. Johnson disclaims beneficial ownership.
(6) Includes 147,465 unissued shares of Common Stock subject to options
exercisable within 60 days of March 30, 1996.
(7) Includes 128,674 unissued shares of Common Stock subject to options
exercisable within 60 days of March 30, 1996.
(8) Includes 21,642 unissued shares of Common Stock subject to options
exercisable within 60 days of March 30, 1996. Also includes 2,000 shares of
Common Stock for which Mr. Diener disclaims beneficial ownership.
(9) Includes 4,972 unissued shares of Common Stock subject to options
exercisable within 60 days of March 30, 1996. Also includes 950 shares for
which Mr. Mendelson disclaims beneficial ownership.
(10) Includes 4,972 unissued shares of Common Stock subject to options
exercisable within 60 days of March 30, 1996.
(11) Includes 23,130 shares as to which beneficial ownership is disclaimed by
certain executive officers of the Company. Also includes 1,698,131 unissued
shares of Common Stock subject to options exercisable within 60 days of
March 30, 1996.
8
<PAGE>
ITEM 13
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In connection with Mr. Dugan's relocation to the San Francisco Bay Area in
August 1991, the Company loaned Mr. Dugan $400,000 to assist him in the purchase
of a home in the San Francisco Bay Area. The loan is secured by Mr. Dugan's
residence.
The loan to Mr. Dugan is interest-free and will be fully forgiven on a daily
basis over a seven year period which commenced on August 8, 1991. The loan will
be automatically forgiven upon termination of Mr. Dugan's employment by the
Company without ''cause'' as defined in the promissory note, Mr. Dugan's death,
reduction of Mr. Dugan's salary below $200,000, or a ''change in control'' of
the Company, as defined in the note. If Mr. Dugan voluntarily terminates his
employment with the Company or if he is terminated by the Company for ''cause,''
he must repay the outstanding balance of the loan plus any tax savings to him
resulting from any repayment of the loan, no later than the second anniversary
of the date of termination.
As of December 31, 1995, approximately $148,617 of the loan to Mr. Dugan was
outstanding and the largest aggregate amount outstanding during the year was
approximately $205,558.
9
<PAGE>
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.
ACUSON CORPORATION
April 29, 1996 By /s/ Robert J. Gallagher
------------------------------
Robert J. Gallagher
President and Chief Operating Officer
10
