Exhibit 28
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
Annual Report Pursuant to Section 15(d) of
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995
COMPUTRAC, INC. EMPLOYEE STOCK PURCHASE PLAN
1991 COMPUTRAC, INC. EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plans)
COMPUTRAC, INC.
(Name of issuer of the securities held pursuant to the plans)
COMPUTRAC, INC., 222 MUNICIPAL DRIVE, RICHARDSON, TEXAS 75080
(Address of principal executive office)
<PAGE>
Item 1. Changes in the Plans
There were no material changes in the provisions of the
plans during the year ended December 31, 1995.
Item 2. Changes in Investment Policies
There were no changes in the investment policies of the
plans during the year ended December 31, 1995.
Item 3. Contributions Under the Plans
The Company's contributions are not discretionary and are a
specified percentage of the employee's contributions.
Item 4. Participating Employees
There were 22 participating employees as of December 31,
1995.
Item 5. Administration of the Plans
(a) The plans are administered by a committee designated by
the Board of Directors and composed of the following
members:
Name and Address Position Position with Issuer
Harry W. Margolis Member Chairman of the Board
222 Municipal Drive and Director
Richardson, TX 75080
Cheri L. White Member Vice President of Finance
222 Municipal Drive
Richardson, TX 75080
(b) No member of the committee received any compensation
from the plans during the year ended December 31,
1995.
<PAGE>
Item 6. Custodian of Investments
(a) Alliance Trust Company is the custodian of investments.
The address of Alliance is, 4835 LBJ Freeway, Suite
632, Dallas, Texas 75244.
(b) The plans paid no compensation to the custodian for
service in any capacity for the year ended December 31,
1995.
Item 7. Reports to Participating Employees
During the year ended December 31, 1995, the plans provided
participants with a quarterly statement of activity, as well
as an annual report of the individual account activity.
Item 8. Investment of Funds
No substantial part of the assets of the plans are invested
in securities other than the Registrant's.
Item 9. Financial Statements and Exhibits
(a) Financial Statements:
Page
Statements of Net Assets Available for Plan
Benefits - December 31, 1995 and 1994 4
Statement of Changes in Net Assets Available
for Plan Benefits for the three years ended
December 31, 1995 5
Notes to Financial Statements 6
(b) Exhibits:
None
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<TABLE>
COMPUTRAC, INC.
EMPLOYEE STOCK PURCHASE PLANS
Statement of Net Assets Available for Plan Benefits
<CAPTION>
December 31,
1995 1994
<S> <C> <C>
Assets:
Cash $ 3,990 $ 3,124
Common stock of CompuTrac, Inc., 71,931
and 25,921 shares in 1995 and 1994,
respectively, at market, cost was
$111,115 and $42,659, respectively 179,828 32,401
Total assets 183,818 35,525
Liabilities:
Common stock purchases
payable 19,228 8,407
Total
liabilities 19,228 8,407
Net assets available for plan
benefits $ 164,590 $ 27,118
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
COMPUTRAC, INC.
EMPLOYEE STOCK PURCHASE PLANS
Statement of Changes in Net Assets Available for Plan Benefits
<CAPTION>
December 31,
1995 1994 1993
<S> <C> <C> <C>
Net assets available
for plan benefits, January 1 $ 27,118 $141,291 $ 193,403
Additions:
Employer cash contributions 37,038 31,545 51,965
Employee cash contributions 111,125 22,200 136,996
Reimbursement of fees 815 0 0
Other miscellaneous receipts 3,990 1,880 0
Unrealized appreciation
(depreciation) of common stock
of CompuTrac, Inc. 154,014 14,202 (28,039)
Total additions 306,982 69,827 160,922
Deductions:
Distributions to participants 169,510 181,628 213,011
Other distributions 0 2,372 21
Total deductions 169,510 184,000 213,032
Net assets available for plan
benefits, December 31 $ 164,590 $ 27,118 $ 141,293
See accompanying notes to financial statements.
</TABLE>
<PAGE>
COMPUTRAC, INC.
EMPLOYEE STOCK PURCHASE PLANS
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
(A) CompuTrac, Inc. (the "Company") established the Employee Stock
Purchase Plans to provide its employees with an employee benefit plan
whereby its employees can participate in the equity and growth of the
Company.
(B) The investment in common stock of the Company is stated at market
value based upon the closing sales prices as transacted on the
American Stock Exchange. Such closing price was $2.50 and $1.25 per
share at December 31, 1995 and 1994, respectively.
(C) The financial statements have been prepared on the accrual basis
of accounting.
NOTE 2 - THE PLANS:
The Company's Board of Directors adopted the CompuTrac, Inc.
Employee Stock Purchase Plan in December 1985 and in May 1991, adopted
the CompuTrac, Inc. 1991 Employee Stock Purchase Plan. The Company
reserved 300,000 and 500,000 shares of its Common Stock for purchase
by its employees pursuant to the terms of the plans, respectively.
Under the plans, eligible participating employees of the Company can
purchase Common Stock from the Company through salary withholding.
The plans are not subject to the provisions of the Employee Retirement
Income Security Act of 1974, nor are they intended to qualify for
special tax treatment under Section 401 (a) of the Internal Revenue
Code. The Company filed Registration Statements in January 1986, and
May 1991 and August 1995 covering stock that can be purchased under
the plans.
Each participating employee may elect to have an amount up to,
but not in excess of, 10% of his or her regular salary or wages
withheld for the purpose of purchasing the Company's Common Stock. On
each monthly stock purchase date, the Company contributes to each
participating employee's account an amount equal to 33 1/3% of the
aggregate contributions of such participant since the immediately
preceding stock purchase date, and funds then accumulated in the
participant's account, including the Company's contribution, are used
to purchase authorized but unissued shares of the Common Stock of the
Company. Any funds remaining in the participant's account after the
purchase of the maximum number of full shares of Common Stock are
retained in the participant's account and treated as part of the
accumulation for the next succeeding calendar month.
<PAGE>
The purchase price of the Common Stock purchased pursuant to the
plans is the lesser of the average of the closing sales prices during
the preceding calendar month or the average of the closing sales
prices for the last five trading days preceding the stock purchase
date. No fees, commissions, or other charges are paid by, or
otherwise charged to, the participants or their accounts in connection
with the purchase of Common Stock under the plans. All expenses of
administering the plans are paid by the Company.
All Common Stock of the Company purchased by the participating
employees pursuant to the plans may be voted by the employee or as
directed by the employee.
The Employee Stock Purchase Plans do not discriminate, in scope,
terms, or operation, in favor of officers or directors of the Company
and are available, subject to the eligibility rules of the plans, to
all employees of the Company on the same basis.
NOTE 3 - FEDERAL INCOME TAXES:
The Employee Stock Purchase Plans are not subject to federal
income taxes. Under current federal income tax law, the difference
between the fair market value of the shares acquired under the plans,
and the amount contributed by the employee is treated as ordinary
income to the employee for federal income tax purposes. Accordingly,
the Company withholds all applicable taxes from the participating
employee's salary. The fair market value of the shares is determined
as of the stock purchase date. The plans are not intended to qualify
for special tax treatment under Section 401 (a) of the Internal
Revenue Code.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees have duly caused this annual report to be signed by
the undersigned, thereunto duly authorized.
COMPUTRAC, INC. EMPLOYEE STOCK PURCHASE PLAN
1991 COMPUTRAC, INC. EMPLOYEE STOCK PURCHASE PLAN
By: ______________________________
Cheri L. White
Vice President of Finance
Date: April 29, 1996
