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AMENDMENT #2
FORM 10-K/A
XYVISION, INC.
DELAWARE
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)
04-2751102
(I.R.S. EMPLOYER
IDENTIFICATION NO.)
101 EDGEWATER DRIVE, WAKEFIELD, MA 01880-1291
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (617) 245-4100
SECURITIES REGISTERED PURSUANT TO SECTION 12 (B) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12 (G) OF THE ACT:
COMMON STOCK $.03 PAR VALUE
PREFERRED STOCK PURCHASE RIGHTS
(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 the 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. YES [X] NO [ ]
The aggregate market value of Common Stock held by non-affiliates on May
31, 1995 was $2,844,304.
As of May 31, 1995, the registrant had 8,653,397 shares of Xyvision, Inc.
Common Stock, $.03 par value, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's definitive Proxy Statement to be filed pursuant
to Regulation 14A not later than 120 days after the end of the fiscal year
(March 31, 1995) are incorporated by reference in Part III.
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PART III
Item 10, Item 11, Item 12 and Item 13 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended March 31, 1995 are hereby amended and
restated in their entirety as set forth below:
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this item (i) is included in Part I of this
Annual Report on Form 10-K under the heading "Executive Officers and
Management of the Company," (ii) is included in the third paragraph in Item
13 of Part III of this Annual Report on Form 10-K, and (iii) is set forth
below:
CLASS I DIRECTOR
James S. Saltzman, age 51, has been the General Partner of Saltzman Partners,
an investment firm, since 1982. He served as Chairman of the Board of
Directors of the Company from February 1994 to February 1995. He has been a
director of the Company since 1992.
CLASS II DIRECTOR
Thomas H. Conway, age 56, has been Chief Executive Officer of the Company
since 1991 and was President from 1991 to February 1994. He has been the
President of T.H. Conway and Associates, Inc., a management consulting firm,
since July 1993. For the past eleven years he has been assisting companies to
remediate their operational and financial problems. He has been a director of
the Company since March 1993 (at which time he was elected to fill a vacancy
in the Class II Directors) and has been Chairman of the Board of Directors
since February 1995.
CLASS III DIRECTORS
Leland S. Kollmorgen, age 68, has been the President of TLK Inc., a business
consulting firm, since 1983 and is a self- employed consultant. Rear Admiral
Kollmorgen (USN, Retired) is a consultant and former Chief of Naval Research
to the United States Navy. He has been a director of the Company since 1988.
James McKenney, age 66, has been the John J. McLean Professor of Business
Administration at Harvard University since 1960. Mr. McKenney has been a
director of the Company since November 1994.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item (i) is included in the first paragraph
of Item 13 of Part III of this Annual Report on Form 10-K, and (ii) is set
forth below:
DIRECTORS' COMPENSATION
Directors who are not employees of the Company receive directors' fees of
$2,000 per year. Such outside directors also receive fees of $500 for each
Board meeting attended and directors who are members of Committees of the
Board receive fees of $250 per Committee meeting attended, provided such
Committee meeting was not held on the same day as a Board meeting. Directors
are also reimbursed for expenses incurred in attending Board or Committee
meetings. Directors who are employees receive no additional compensation for
serving as directors.
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Under the Company's 1992 Director Stock Option Plan, each newly elected
outside director is granted, upon his initial election as a director, a
non-qualified option to purchase 20,000 shares of Common Stock at an exercise
price equal to the fair market value of the Common Stock as of the date of
grant. Each option granted under the 1992 Director Stock Option Plan becomes
exercisable on a cumulative basis in five equal annual installments beginning
on the date of grant.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION
The following table sets forth certain information concerning the
compensation, for the fiscal years indicated, of the Company's Chief
Executive Officer and the Company's three other most highly compensated
executive officers during fiscal 1995 (the "Senior Executives").
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Long-Term
Compensation
Annual Compensation (2) Awards
NAME AND OPTIONS ALL OTHER
PRINCIPAL POSITION (1) FISCAL YEAR SALARY ($) BONUS ($) (NO. OF SHARES) COMPENSATION ($)(3)
Thomas H. Conway (4) 1995 $141,200 $-- -- $--
Chief Executive Officer 1994 157,250 -- -- --
and Chairman of the
Board of Directors 1993 286,950 -- 300,000 --
Daniel M. Clarke (5) 1995 149,654 60,000 --
President and Chief 1994 131,615 30,000 -- --
Operating Officer 1993 130,000 20,000 25,000 --
James G. Hickey (6) 1995 120,751 -- 25,000 1,222
Vice President, 1994 120,751 20,000 -- 1,522
Customer Support, and
Managing Director,
Europe 1993 116,969 15,000 55,900 1,170
Kevin J. Duffy (7) 1994 119,741 20,000 10,000 1,349
Vice President, 1993 115,500 20,000 -- 1,304
North American Sales 1992 114,844 15,000 75,499 1,119
- ------------------------
</TABLE>
(1) The rules of the SEC require that this table and the stock option
grant table and the stock option exercise table which follow, present
information concerning the Company's Chief Executive Officer and its four
other most highly compensated executive officers (determined by reference to
total annual salary and bonus earned by such officers) in fiscal 1995 whose
total salary and bonus exceeded $100,000. Because the Company only had three
other executive officers whose compensation exceeded $100,000 for fiscal
1995, this table and the table that follows present compensation information
only for the Chief Executive Officer and such other three executive officers.
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(2) In accordance with the rules of the SEC, other compensation in the
form of perquisites and other personal benefits has been omitted because such
perquisites and other personal benefits constituted less than the lesser of
$50,000 or 10% of the total annual salary and bonus for the Senior Executive.
(3) Consists of Company matching contributions to 401(k) Plan.
(4) Mr. Conway serves as Chief Executive Officer pursuant to an agreement
between the Company and T.H. Conway & Associates, Inc., a management
consulting firm of which Mr. Conway is the President. The Company pays T.H.
Conway & Associates, Inc. directly for Mr. Conway's services. See "Certain
Transactions."
OPTION GRANTS
The following table sets forth certain information concerning grants of stock
options during fiscal 1995 to each of the Senior Executives.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Potential
Realizable Value
at Assumed Annual
Rates of Stock
Price
Appreciation For
Individual Grants Option Term(3)
Percent of
Number of Total
Securities Options
Underlying Granted to Exercise or
Options Employees in Base Priced Expiration
Name Granted(#)(1) Fiscal Year ($/Sh)(2) Date 5%($) 10%($)
Thomas H. Conway -- -- -- -- $-- $ --
Daniel M. Clarke 60,000 20.2% $0.25 6/16/04 47,031 72,231
James G. Hickey 25,000 8.4% $0.23 6/16/04 19,596 30,096
Kevin J. Duffy 10,000 3.4% $0.28 6/16/04 7,838 12,038
</TABLE>
(1) Each option becomes exercisable in equal annual installments over a five
year period commencing on the date of grant.
(2) The exercise price is equal to the fair market value on the date of
grant.
(3) Amounts represent hypothetical gains that could be achieved for the
respective options if exercised at the end of the option term (ten years
from the date of grant). These gains are based on assumed rates of stock
appreciation of 5% and 10% compounded annually from the date the respective
options were granted to their expiration date. Actual gains, if any, on
stock option exercises will depend on the future performance of the common
stock and the date on which the options are exercised
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OPTION EXERCISES AND HOLDINGS
The following table sets forth certain information concerning the value of
unexercised options held by each of the Senior Executives on March 31, 1995.
None of the Senior Executives exercised any stock options during fiscal 1995.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Number of Shares Value of Unexercised
Subject to Unexercised In-The-Money Options
Options at Fiscal Year-End at Fiscal Year-End ($) (1)
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
Thomas H. Conway 300,000 0 $150,000 $ --
Daniel M. Clarke 110,000 75,000 55,000 37,500
James G. Hickey 66,460 58,540 33,230 29,270
Kevin J. Duffy 54,701 55,299 27,351 27,650
</TABLE>
(1) Based on the fair market value of the Common Stock on March 31, 1995
($.50 per share).
AGREEMENTS WITH SENIOR EXECUTIVES
In 1990, the Company entered into agreements with Messrs. Clarke and Hickey
entitling such individuals to benefits under the Company's Severance Program
for Executive Committee Corporate Officers. Under this Program, an employee
whose employment is terminated by the Company involuntarily without "cause"
(as defined in the Program) is entitled to (i) a severance payment in the
amount of three months salary; (ii) if he has not obtained other employment
within three months after his employment termination date, bi-weekly salary
payments for an additional period from such date until the earlier of one
year after his employment termination date or the date on which he obtains
other employment; and (iii) a continuation of medical, dental and insurance
benefits until the earlier of one year after his employment termination date
or the date on which he obtains other employment. In addition, an employee
whose employment terminates for any reason, whether voluntary or involuntary,
within three months following a "change in control" (as defined in the
Program) is entitled to receive the benefits described above, and all
outstanding stock options held by the employee shall immediately become
exercisable in full. The Program remains in effect for so long as such
individuals are employed by the Company (although post-employment benefits
expire one year after employment termination).
The Company has an Employee Severance Benefit Plan in which all full-time
employees (including executive officers) who have been employed for at least
90 days participate. Under this Plan, if a "change in control" of the Company
(as defined in the Plan) occurs, and within 12 months thereafter a
participant's employment with the Company is terminated either by the Company
other than for "cause" or "disability" (each as defined in the Plan) or by
the participant for "good reason" (as defined in the Plan), then (i) the
participant is entitled to (a) a cash payment equal to 50% of his annual base
compensation if he has been employed by the Company for less than one year or
100% of his annual base compensation if he has been employed by the Company
for one year or more (subject to reduction in certain events for tax reasons)
and (b) a continuation of certain insurance benefits for a period of one
year, and (ii) all outstanding stock options held by the participant shall
immediately become exercisable in full. Notwithstanding the foregoing, if a
particular change in control of the Company is approved in advance by the
Board of Directors of the Company, participants shall not be entitled to any
of the
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foregoing benefits. This Plan may be amended or terminated by the Board of
Directors at any time prior to the occurrence of a change in control. Amounts
payable to any employee under the Plan are reduced by amounts payable to such
employee under any other program or agreement under which he will receive
benefits.
The Company's employment agreement with Thomas H. Conway, Chief Executive
Officer of the Company, is described below under the heading "Certain
Transactions".
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this item is set forth below:
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGERS
The following table sets forth the beneficial ownership of the Company's
Common Stock as of May 31, 1995 (i) by each person who is known by the
Company to beneficially own more than 5% of the outstanding shares of Common
Stock, (ii) by each director, (iii) by each of the executive officers named
in the Summary Compensation Table set forth under the caption "Executive
Compensation" below, and (iv) by all current directors and executive officers
as a group.
<TABLE>
<CAPTION>
<S> <C> <C>
Number of Shares Percentage of
Beneficially Common Stock
Name and Address Owned(1) Outstanding(2)
5% Stockholders
Tudor Trust (3) 4,038,726 35.0%
c/o Braverman Codron & Company 233 South
Beverly Drive Beverly Hills, California
90212
James S. Saltzman (4) 1,656,741 19.0%
General Partner Saltzman Partners 420
South York Road Hatboro, Pennsylvania
19040
Philippe Villers (5) 478,368 5.6%
20 Whit's End Road Concord,
Massachusetts 01742
Other Directors
Thomas H. Conway (6) 325,000 3.6%
Leland S. Kollmorgen (7) 24,000 *
James McKenney 0 *
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Other Senior Executives
Daniel M. Clarke (8) 131,644 1.5%
James G. Hickey (9) 71,460 *
Kevin J. Duffy (10) 56,776 *
All directors and officers as a group
(10 persons) (11) 2,397,601 25.6%
* Less than 1%.
</TABLE>
The inclusion herein of any shares deemed beneficially owned does not
constitute an admission by such stockholder of beneficial ownership of those
shares. Each stockholder possesses sole voting and investment power with
respect to the shares listed, except as otherwise indicated. For purposes of
this table, each person or entity listed is included as beneficially owning
any shares issuable upon the conversion of the Company's Series B Convertible
Preferred Stock (the "Series B Stock") or upon the exercise of stock options
or warrants that are currently exercisable or exercisable within 60 days
after May 31, 1995.
Number of shares deemed outstanding includes 8,645,637 shares outstanding
as of May 31, 1995, plus any shares issuable upon conversion of Series B
Stock or subject to options or warrants held by the person or entity in
question that are currently exercisable or exercisable within 60 days
following May 31, 1995.
Includes 2,825,000 shares of Common Stock issuable upon the exercise of
Common Stock Purchase Warrants and 52,226 shares of Common Stock issuable
upon conversion of Series B Stock. See "Certain Transactions" regarding
additional shares which may be acquired by Tudor Trust.
Consists of 1,563,369 shares of Common Stock and 93,372 shares of Common
Stock issuable upon conversion of Series B Stock owned by Saltzman Partners,
of which Mr. Saltzman is the General Partner.
Includes 82,378 shares held by Mr. Villers' spouse, directly and as a
custodian, and trusts for members of Mr. Villers' family. Mr. Villers
exercises investment and voting power with respect to such shares, but
disclaims beneficial ownership thereof.
Includes 300,000 shares subject to stock options.
Includes 23,000 shares subject to stock options.
Includes 122,000 shares subject to stock options.
Consists of 71,460 shares subject to stock options.
Includes 56,701 shares subject to stock options.
Includes a total of 629,641 shares subject to stock options and 93,372
shares issuable upon conversion of Series B Stock.
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is set forth below:
CERTAIN TRANSACTIONS
Under an employment agreement with Thomas H. Conway, Chief Executive Officer
of the Company, effective October 1, 1993, the Company has agreed to pay Mr.
Conway the sum of $9,000 per month, plus reasonable out of pocket expenses,
plus $200 per hour for each hour of services rendered to the Company in
excess of 45 hours per week. This cash compensation is in lieu of all
non-cash benefits employees of the Company normally receive (such as health
insurance benefits and vacation time). This agreement also provides that Mr.
Conway may employ additional members of T.H. Conway and Associates, Inc., a
consulting firm of which he is the President, at specified rates, provided
that the aggregate amount of compensation and reimbursement of out-of-pocket
expenses paid to such employees may not exceed $50,000 without advance
approval of the Board of Directors. In fiscal 1995, the Company paid $141,200
and $2,055 to T.H. Conway and Associates, Inc. for services of Mr. Conway and
its employees other than Mr. Conway, respectively, and an aggregate of $5,580
for reimbursement of expenses. In addition, each member of the Board of
Directors of the Company has signed an agreement that they will not sue Mr.
Conway or T.H. Conway and Associates, Inc. in connection with the performance
of services to the Company except for fraud, malfeasance or gross negligence.
Prior to joining the Company in August 1991, Mr. Conway served as an interim
Chief Executive Officer of Smart Names, Inc. A petition for involuntary
bankruptcy under Chapter 7 was filed against Smart Names, Inc. in the
Bankruptcy Court for the State of Maryland on February 28, 1992.
On June 30, 1992, the Company obtained a $2,000,000 line of credit with Tudor
Trust, a current investor in the Company. The line, which is payable on
demand, is secured by substantially all of the assets of the Company and has
been used for working capital and general business purposes. Interest on the
line of credit is payable monthly. The Company issued 400,000 shares of
common stock and a common stock purchase warrant for 100,000 shares of common
stock at an exercise price of $.50 per share to the Tudor Trust, for no
additional consideration upon signing of the line of credit. In addition, as
required by the line of credit, from September 30, 1992 through June 30,
1993, the Company granted the investor four additional common stock purchase
warrants, each covering 100,000 shares of common stock. On September 28,
1993, the Company and the investor amended the line of credit. Under the
terms of this amendment: (i) the amount available under the line of credit
was increased from $2,000,000 to $2,500,000; (ii) annual interest rate was
reduced from 13 to 10; and (iii) the term of the line of credit was extended
from June 30, 1994 to June 30, 1995. In consideration of such changes, the
Company: (i) reduced the exercise price of 200,000 and 100,000 common stock
purchase warrants exercisable by Tudor Trust from $.50 and $.25 per share,
respectively, to $.09 per share (the fair market value of the common stock on
September 28, 1993); (ii) issued 200,000 shares of common stock and a warrant
to purchase 300,000 shares of common stock at an exercise price of $.09 per
share to Tudor Trust for no additional consideration; and (iii) agreed to
grant the investor up to eight additional warrants, each covering 125,000
shares of common stock at an exercise price at the lesser of the fair market
value of the common stock on the date of issue or $1.00 per share.
ON DECEMBER 3, 1993, THE COMPANY AND TUDOR TRUST ENTERED INTO AN ADDITIONAL
AMENDMENT TO THE LINE OF CREDIT. UNDER THE TERMS OF THIS AMENDMENT, THE
AMOUNT AVAILABLE UNDER THE LINE OF CREDIT WAS INCREASED TO $3,000,000. IN
CONSIDERATION OF THIS CHANGE, THE COMPANY: (I) ISSUED 100,000 SHARES OF
COMMON STOCK AND A WARRANT TO PURCHASE 500,000 SHARES OF COMMON STOCK AT FAIR
MARKET VALUE OF THE
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COMMON STOCK ON DECEMBER 3, 1993 AND (II) AGREED TO GRANT TUDOR TRUST UP TO
SEVEN ADDITIONAL COMMON STOCK PURCHASE WARRANTS BETWEEN DECEMBER 31, 1993 AND
JUNE 30, 1995, EACH COVERING 200,000 SHARES OF COMMON STOCK AT AN EXERCISE
PRICE AT THE LESSER OF THE FAIR MARKET VALUE OF THE COMMON STOCK ON THE DATE
OF GRANT OR $1.00 PER SHARE (THESE WARRANTS ARE IN LIEU OF THE LAST SEVEN OF
THE WARRANTS REFERRED TO IN CLAUSE (III) OF THE PRECEDING PARAGRAPH).
IN JUNE 1995, THE COMPANY AND TUDOR TRUST REACHED AN AGREEMENT IN PRINCIPLE
TO AMEND THE LINE OF CREDIT, SUBJECT TO EXECUTION OF FINAL DOCUMENTS. UNDER
THE TERMS OF THIS AMENDMENT, TUDOR TRUST AGREED TO EXTEND THE DATE ON WHICH
LIABILITIES BECAME DUE AND PAYABLE UNDER THE LINE FROM JUNE 30, 1995 TO JUNE
30, 1997. IN CONSIDERATION OF THIS CHANGE, THE COMPANY AGREED TO GRANT THE
INVESTOR UP TO EIGHT ADDITIONAL WARRANTS BETWEEN SEPTEMBER 30, 1995 AND JUNE
30, 1997, EACH COVERING 200,000 SHARES OF COMMON STOCK AT AN EXERCISE PRICE
AT THE LESSER OF THE FAIR MARKET VALUE OF THE COMMON STOCK ON THE DATE OF
GRANT OR $1.00 PER SHARE. THE COMPANY EXPECTS TO COMPLETE DOCUMENTATION OF
THIS AMENDMENT IN JULY 1995, BUT THERE CAN BE NO ASSURANCE THAT IT WILL DO SO
OR THAT THE AMENDMENT WILL BE ON THESE TERMS.
ON JULY 29, 1994, XYVISION ENTERED INTO AN EXCHANGE AGREEMENT WITH SALTZMAN
PARTNERS, TUDOR TRUST AND CERTAIN OTHER PARTIES RELATING TO THE 15% EXCHANGE
NOTES OF THE COMPANY HELD BY SUCH STOCKHOLDERS. JAMES S. SALTZMAN, THE
GENERAL PARTNER OF SALTZMAN PARTNERS, IS A DIRECTOR OF THE COMPANY. SALTZMAN
PARTNERS AND TUDOR TRUST HELD 15% EXCHANGE NOTES IN THE PRINCIPAL AMOUNTS OF
$1,087,500 AND $630,000, RESPECTIVELY, WHICH THEY EXCHANGED UPON THE TERMS
SET FORTH BELOW. XYVISION ENTERED INTO THE EXCHANGE AGREEMENT IN ORDER TO
RELIEVE ITSELF OF THE PAYMENT OBLIGATIONS ON THE 15% EXCHANGE NOTES, WHICH
WERE TO MATURE BEGINNING SEPTEMBER 30, 1994. UNDER THE TERMS OF THE EXCHANGE
AGREEMENT, XYVISION ISSUED THE FOLLOWING SECURITIES TO HOLDERS OF ITS 15%
EXCHANGE NOTES IN EXCHANGE FOR THE DELIVERY OF ITS 15% EXCHANGE NOTES FOR
CANCELLATION: (I) A NEW PROMISSORY NOTE IN A PRINCIPAL AMOUNT EQUAL TO THE
PRINCIPAL AMOUNT OF THE 15% EXCHANGE NOTE, WHICH WOULD MATURE 30 MONTHS FROM
THE DATE OF ISSUANCE AND WOULD NOT BEAR INTEREST; (II) SUCH NUMBER OF SHARES
OF XYVISION COMMON STOCK AS IS DETERMINED BY DIVIDING THE AGGREGATE PRINCIPAL
AMOUNT OF THE 15% EXCHANGE NOTE DELIVERED FOR CANCELLATION BY $10.00; AND
(III) SUCH NUMBER OF SHARES OF SERIES B PREFERRED STOCK OF XYVISION AS IS
DETERMINED BY DIVIDING THE ACCRUED INTEREST IN THE 15% EXCHANGE NOTE
DELIVERED FOR CANCELLATION BY $10.00. DIVIDENDS OF $.40 PER SHARE ACCRUE
ANNUALLY ON THE SERIES B PREFERRED STOCK AND ARE PAYABLE ON A QUARTERLY
BASIS. THE SERIES B PREFERRED STOCK HAS A LIQUIDATION PREFERENCE OF $12.50
PER SHARE AND IS CONVERTIBLE INTO COMMON STOCK AT A RATE OF TWO SHARES OF
COMMON STOCK FOR EACH SHARE OF SERIES B PREFERRED STOCK. PURSUANT TO THE
EXCHANGE AGREEMENT, SALTZMAN PARTNERS RECEIVED A 4% EXCHANGE NOTE IN THE
PRINCIPAL AMOUNT OF $1,087,500, 108,750 SHARES OF COMMON STOCK AND 46,686
SHARES OF SERIES B PREFERRED STOCK AND TUDOR TRUST RECEIVED 4% EXCHANGE NOTES
IN AN AGGREGATE PRINCIPAL AMOUNT OF $630,000, AN AGGREGATE OF 63,000 SHARES
OF COMMON STOCK AND AN AGGREGATE OF 26,113 SHARES OF SERIES B PREFERRED
STOCK.
BASED SOLELY ON ITS REVIEW OF COPIES OR REPORTS FILED BY REPORTING PERSONS OF
THE COMPANY PURSUANT TO SECTION 16(A) OF THE EXCHANGE ACT OF 1934, AS AMENDED
(THE "EXCHANGE ACT"), THE COMPANY BELIEVES THAT ALL FILINGS REQUIRED TO BE
MADE BY REPORTING PERSONS OF THE COMPANY WERE TIMELY MADE IN ACCORDANCE WITH
THE REQUIREMENTS OF THE EXCHANGE ACT EXCEPT FOR A FORM 3 WHICH WAS FILED BY
MR. MCKENNEY. MR. MCKENNEY WAS ELECTED AS A DIRECTOR OF THE COMPANY ON
NOVEMBER 28, 1995. ACCORDINGLY, HIS FORM 3 WAS DUE DECEMBER 8, 1994. HE FILED
THE FORM 3 WITH THE SEC RELATING TO THE COMPANY ON FEBRUARY 28, 1995.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Form 10-K/A amending its Annual Report on
Form 10-K for the fiscal year ended March 31, 1995 to be signed on its behalf
by the undersigned, thereunto duly authorized.
XYVISION, INC.
Date:
July 28, 1995
By: /s/ Daniel M. Clarke
- -----------------------------------------------------------------------------
Daniel M. Clarke
President and Chief Operating Officer
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