<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1 TO
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal year ended December 31, 1996
Commission File No. 1-7760/0-20290
COMPUTERVISION CORPORATION
(Exact name of registrant as specified in its Charter)
DELAWARE 04-2491912
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
100 CROSBY DRIVE, BEDFORD, MASSACHUSETTS 01730
(Address of principal executive offices, including zip code)
(617) 275-1800
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Class Name of Exchange
-------------- ----------------
Common New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
Title of each class
-------------------
11 3/8% Senior Subordinated Notes due 1999
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. [ ]
The aggregate market value of voting stock held by non-affiliates of the
registrant, based upon the closing sale price of such stock on March 25, 1997 on
the New York Stock Exchange was approximately $250,606,357. Shares of voting
stock held by each executive officer and director and by each person who owns
10% or more of the outstanding Common Stock have been excluded in that such
persons may be deemed to be affiliates. This determination of affiliate status
is not necessarily a conclusive determination for other purposes.
Number of shares of Common Stock outstanding as of March 25, 1997:
63,575,158.
<PAGE> 2
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
MEMBERS OF THE BOARD OF DIRECTORS
Set forth below are the name and age of each member of the Board of
Directors and the positions and offices held by each member, his or her
principal occupation and business experience during the past five years, the
names of other publicly held companies of which such member serves as a director
and the year of the commencement of his or her term as a director of the
Company.
DIRECTORS WHOSE TERMS EXPIRE IN 1997 (CLASS II DIRECTORS)
Kathleen A. Cote, age 48, became a director in July 1996.
Ms. Cote has been President and Chief Executive Officer of the Company
since November 1996 and President and Chief Operating Officer from November 1995
to November 1996. Ms. Cote has been with the Company since November 1986 serving
in various positions including Vice President, Marketing and Services, Vice
President, Customer Service and Vice President, Manufacturing. Ms. Cote is also
a director of Bay Networks, Inc., a network management products company.
John F. Cunningham, age 54, became a director in December 1991.
Mr. Cunningham has been Chairman and Chief Executive Officer of Cunningham
& Co., Inc., a specialized consulting organization offering strategic and
valuation services to high technology and computer companies, since 1989. From
1985 to 1989, he was Chairman of the Board and Chief Executive Officer of
Computer Consoles, Inc., a computer manufacturer. Prior to that time, Mr.
Cunningham was at Wang Laboratories, Inc. for 18 years where his last position
was President and Chief Operating Officer. Mr. Cunningham is also a director of
EMC Corporation, a manufacturer of computer storage peripherals. Mr. Cunningham
is a member of the Executive Committee and the Chairman of the Compensation
Committee.
Andrew G.C. Sage II, age 71, became a director in December 1991.
Mr. Sage is Chairman of Robertson-Ceco Corporation, a manufacturer of
pre-engineered metal buildings. From November 1992 to December 1993 he was the
President and Chief Executive Officer of Robertson-Ceco. Prior to that time, Mr.
Sage was a consultant in general business and financial management for over five
years and he was employed by Lehman Brothers for 25 years where his last
position was President. Mr. Sage is a member of the Executive Committee and the
Nominating Committee.
Norman A. Bolz, age 76, became a director in February 1992.
From 1987 to 1991, Mr. Bolz was the Director of Finance and Administration
for Special Olympics International, Inc. From 1984 to 1986, he served as the
Associate Commissioner for Policy and Management of the Internal Revenue
Service, U.S. Treasury Department. Prior to that time, he was a partner and
staff member in the accounting firm of Coopers & Lybrand for 40 years where his
last position was Vice Chairman-International Operations. Mr. Bolz is also a
director of Intersolv, Inc. Mr. Bolz is a member of the Audit and Finance
Committee.
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DIRECTORS WHOSE TERMS EXPIRE IN 1998 (CLASS III DIRECTORS)
Jean-Serge G. Bertoncini, age 60, became a director in November 1994.
Mr. Bertoncini has been a Group Vice President and Chief Information
Officer of PSA/Peugeot-Citroen since 1986. Prior to that time, he was Vice
President, Information Services at Automobiles Peugeot and Executive Director,
Management Organization Services for Chrysler Europe. Mr. Bertoncini is also a
director of Credipar, a financing entity formed by PSA and Sovac, a branch of
Lazard & Co.
Kevin J. Burns, age 47, became a director in November 1994.
Mr. Burns has been the Chairman of the Board of Intersolv, Inc., a provider
of client server software tools which accelerate the delivery of business
information systems, since 1990. He was also the Chief Executive Officer from
1986 to 1996 and President from 1986 to 1995. From 1981 through 1986, Mr. Burns
was Executive Vice President of Sage Software, Inc., a predecessor to Intersolv,
Inc.
Russell E. Planitzer, age 53, became a director in August 1989.
Mr. Planitzer has been Chairman of the Board of Directors of the Company
since 1989, President from April 1993 to November 1995 and Chief Executive
Officer from April 1993 to November 1996. Mr. Planitzer was a General Partner of
J.H. Whitney & Co. ("Whitney"), a private investment banking firm, for over five
years prior to his resignation in November 1991. Mr. Planitzer served on the
Board of Directors of DR Holdings Inc. of Delaware ("DR Holdings") from June
1989 to May 1992, was Chief Financial Officer of DR Holdings from June 1989 to
August 21, 1992 and was Chief Executive Officer of DR Holdings from March 1992
to August 21, 1992. DR Holdings commenced a case under chapter 11 of the U.S.
Bankruptcy Code on August 26, 1992 and was liquidated in August 1994. Mr.
Planitzer is also a director of Intersolv, Inc. Mr. Planitzer is a member of the
Executive Committee and the Nominating Committee.
DIRECTORS WHOSE TERMS EXPIRE IN 1999 (CLASS I DIRECTORS)
Eugene M. Freedman, age 65, became a director in January 1995.
Mr. Freedman has been Senior Advisor to the Chief Executive Officer and a
director of Monitor Company, Inc., an international business strategy and
consulting firm, since January 1995. From 1965 to 1994, he was a partner with
Coopers & Lybrand LLP (US) and served in several senior executive positions, the
most recent being Chairman and Chief Executive Officer, United States, from 1991
to September 1994 and Chairman, Coopers & Lybrand International, from 1992
through October 1994. Mr. Freedman is also a director of The Limited, Inc., a
retailer of apparel and personal care products. Mr. Freedman is the Chairman of
the Audit and Finance Committee.
Lawrence L. Landry, age 53, became a director in February 1990.
Mr. Landry has been the Chief Financial Officer of the John D. and
Catherine T. MacArthur Foundation (the "MacArthur Foundation") since March 1989.
From 1982 to March 1989, Mr. Landry was Chief Financial Officer of Southern
Methodist University. Mr. Landry is a member of the Audit and Finance Committee
and the Compensation Committee. Mr. Landry is also an owner and Chairman of
Crossroads Investment Co., a registered investment company, and Chairman of the
Board of Directors of Crossroads, U.K., a registered advisory company.
James B. Rubin, age 43, became a director in April 1997.
Mr. Rubin has been the Senior Managing Director of the Restructured
Securities Management Company and Sass Lamle Rubin & Company, divisions of M.D.
Sass Investors Services, Inc., since 1989. Restructured Securities Management
Company provides investment management services dedicated to opportunities
presented by corporate reorganizations. Sass Lamle Rubin & Company serves as
financial advisor for creditor and equity
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constituencies of financially distressed companies. From 1986 to 1989, Mr. Rubin
was the principal of J. B. Rubin and Company, a financial advisor to and chair
of creditor and equity committees in bankruptcies and reorganizations. Mr. Rubin
is a director of Seaman Furniture Company, Inc. and Chief Executive Officer and
Chairman of the Board of Ranger Industries, Inc. Mr. Rubin is also Senior Vice
President and a director of Corporate Renaissance Group, Inc., a registered
business development company, with respect to which M.D. Sass Investors
Services, Inc. serves as investment adviser.
EXECUTIVE OFFICERS
Information concerning the Company's Executive Officers is included in Part
I under the caption "Executive Officers."
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based solely on its review of copies of reports filed by reporting persons
of the Company pursuant to Section 16(a) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), or written representations from certain
reporting persons that no Form 5 filing was required for such person, 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 that Mr. Cunningham did not timely report on Form 4 a purchase of the
Company's common stock by him and a purchase of the Company's common stock by
his wife. The appropriate filings on Form 4 were made in August 1996.
ITEM 11. EXECUTIVE COMPENSATION
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth certain information regarding compensation
paid during each of the Company's last three fiscal years to the Company's Chief
Executive Officer, former Chief Executive Officer, the other four most highly
paid executive officers and one former executive officer, based on salary and
bonuses earned during 1996.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION AWARDS
----------------------------------------- -----------------------
RESTRICTED SECURITIES ALL OTHER
SALARY OTHER ANNUAL STOCK AWARDS UNDERLYING COMPENSATION
NAME AND PRINCIPAL POSITION YEAR $(1) BONUS $(2) COMPENSATION $ $(3) OPTIONS(#) $(4)
- --------------------------- ---- ------ ---------- ------------- ----------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Russell E. Planitzer ........ 1996 785,056 1,732,738(5) 0 0 227,400 9,500
Chairman and former Chief 1995 785,050 1,208,115 0 0 200,000 9,240
Executive Officer 1994 677,077 700,200 373,527(6) 385,000 787,000(7) 9,240
Kathleen A. Cote ............ 1996 430,767 170,000 0 0 314,000 9,500
President and Chief 1995 307,691 250,425 0 0 200,000 9,240
Executive Officer 1994 267,415 137,587 0 128,500 320,000(7) 9,240
Barry F. Cohen, Ph.D. ....... 1996 300,000 115,000 0 0 60,000 9,500
Senior Vice President, 1995 300,000 247,388 0 0 0 9,240
Human Development and 1994 268,511 162,540(8) 0 128,500 200,000 0
Organizational Productivity
Anthony N. Fiore, Jr. ....... 1996 250,142 43,750 0 0 30,000 9,500
Vice President, Business 1995 250,142 203,256 0 0 77,000 9,240
Operations and General 1994 217,038 112,575 0 0 118,000(7) 9,240
Counsel
</TABLE>
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<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
William A. Foniri 1996 241,346 43,750 0 0 50,000 9,500
Vice President, Chief 1995 190,319 83,403 0 0 120,000 9,240
Financial Officer 1994 143,844 50,000 0 0 60,000(7) 9,240
and Treasurer
Attilio Rimoldi(9) 1996 306,624 30,000 113,036(10) 0 60,000 0
Senior Vice President, 1995 300,000 227,849 23,200(10) 0 0 0
Research and Development 1994 150,000 147,000 0 128,500 237,500 600,000(11)
Douglas P. Smith(12) 1996 203,051 103,120(13) 0 0 30,000 19,078(14)
former Vice President, 1995 255,358 205,875 0 0 85,800 9,240
Finance 1994 383,813 106,875 0 0 83,600(7) 9,240
</TABLE>
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(1) Amounts shown include salary deferred at the election of the named
executive officer under the Company's Section 401(k) Capital Accumulation
Plan (the "401(k) Plan"). The Company did not pay the named executive
officers any compensation other than the amount disclosed in the table.
(2) Except as otherwise noted, amounts shown are the awards made under the
Company's Management Incentive Plan for the respective fiscal years. Bonus
awards for 1996 have been accrued but not paid.
(3) In September 1994 the Company made restricted stock awards to four
executive officers (150,000 shares to Mr. Planitzer and 50,000 shares to
each of Ms. Cote, Mr. Cohen and Mr. Rimoldi), valued at the grant date
price of $2.57 per share. The restricted stock vested ratably over twelve
months beginning September 30, 1994 so long as the holder remained employed
by the Company. All shares are now fully vested. Although this stock is
eligible to receive dividends, the Company is not currently paying
dividends on its Common Stock.
(4) Except as otherwise noted, amounts shown are the Company's matching
contributions made under the Company's 401(k) Plan.
(5) Amount shown includes (a) an award of $215,875 under the Company's
Management Incentive Plan, (b) a $400,000 bonus as required under the terms
of Mr. Planitzer's former employment agreement and (c) the payment of
$1,113,500 which represents one-half of a performance bonus paid to Mr.
Planitzer on October 31, 1996 as required under the terms of Mr.
Planitzer's employment agreement. For additional information regarding Mr.
Planitzer's continuing relationship with the Company, see "Employment and
Severance Agreements."
(6) Amount shown includes $371,501 to reimburse Mr. Planitzer for certain costs
and the loss associated with the sale of his New York residence which was
reimbursed by the Company as required under the terms of Mr. Planitzer's
employment agreement and $2,026 in relocation expenses reimbursed by the
Company.
(7) Amount shown includes new stock options granted in January 1994 in exchange
for the cancellation of stock options for an equivalent number of shares
under an option repricing program (697,000 shares for Mr. Planitzer,
176,000 shares for Ms. Cote, 88,000 for Mr. Fiore, 26,400 for Mr. Foniri
and 26,400 for Mr. Smith).
(8) Amount includes a $25,000 bonus for a special project Mr. Cohen completed
successfully.
(9) Mr. Rimoldi became an employee in July 1994. Prior to that time, he served
as a consultant to the Company. Mr. Rimoldi left the Company in February
1997.
(10) Amount shown consists of relocation costs reimbursed by the Company.
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(11) Amount shown consists of payment of $450,000 to Mr. Rimoldi's consulting
firm in 1994 in satisfaction of the remaining portion of the firm's three
year worldwide consulting contract with the Company and $150,000 for
consulting services provided in 1994 prior to Mr. Rimoldi becoming an
employee.
(12) Mr. Smith left the Company in September 1996. Since that time, he has
served as a consultant to the Company pursuant to an agreement signed in
October 1996 and further described under the caption "Employment and
Severance Agreements."
(13) Amount shown includes $50,000 which represents the first quarterly
installment of a $200,000 special bonus for services rendered by Mr. Smith
in connection with the proposed sale of the Company's Open Service
Solutions Business, payable pursuant to Mr. Smith's separation agreement
signed in September 1996 and further described under the caption
"Employment and Severance Agreements."
(14) Amount shown includes $6,250 which represents first quarterly installment
of $25,000 annual consulting fee paid pursuant to two year agreement signed
in October 1996 and further described under the caption "Employment and
Severance Agreements" and $3,328 in imputed interest on the loan further
described under the caption "Transactions with Officers and Directors."
OPTION GRANTS IN LAST FISCAL YEAR
The following table provides information regarding options granted under
the Company's 1992 Stock Option Plan during the fiscal year ended December 31,
1996 to the executive officers named in the Summary Compensation Table.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-------------------------------------------------------------------------------
NUMBER OF
SECURITIES PERCENT OF TOTAL
UNDERLYING OPTIONS GRANTED EXERCISE PRICE GRANT DATE
OPTIONS GRANTED TO EMPLOYEES IN PER EXPIRATION PRESENT
NAME (#)(1) FISCAL YEAR(2) SHARE ($/SHR)(3) DATE VALUE ($/SHR)(4)
- -------------------- --------------- ---------------- --------------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Russell E. Planitzer ... 227,400 9.7% $11.065 2/19/06 $1,498,591
Kathleen A. Cote ....... 114,000 4.9 11.065 2/19/06 751,453
200,000 8.5 7.19 9/03/06 875,624
Barry F. Cohen ......... 60,000 2.6 11.065 2/19/06 395,502
Anthony N. Fiore, Jr. .. 30,000 1.3 11.065 2/19/06 197,751
William A. Foniri ...... 40,000 1.7 11.065 2/19/06 263,668
10,000 0.4 7.38 7/22/06 44,851
Attilio Rimoldi ........ 60,000 2.6 11.065 2/19/06 395,502
Douglas P. Smith ....... 30,000 1.3 11.065 2/19/06 197,751
</TABLE>
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(1) All executives listed in the Summary Compensation Table received option
grants in 1996. All options granted to the named officers vest over a four
year period, with 25% becoming exercisable on a cumulative basis each year
commencing one year after the date of grant at an exercise price equal to
the fair market value of the Common Stock on the date of grant. The Board
of Directors may accelerate the vesting of any option and may extend the
exercise date of any option granted under the 1992 Stock Option Plan.
(2) The Company granted options to purchase a total of 2,350,500 shares of
Common Stock to its employees in the fiscal year ended December 31, 1996.
As of April 18, 1997, previously granted options to purchase 5,796,100
shares had been cancelled since the beginning of the plan (August 1992).
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(3) The exercise price may be paid in cash, in shares of Common Stock then held
by the optionee, or in a combination of cash and shares.
(4) Calculated using the Black-Scholes option valuation model. Calculations for
the named executive officers are based upon a ten-year option term, assume
a risk free rate of return based on quoted yields at grant date for U.S.
Treasury bonds with a term equal to the expected option term (5.770% in
February 1996, 6.834% in July 1996 and 6.939% in September 1996), a
volatility factor of 0.6146 based on daily changes in the Company's stock
price since the date of the initial public offering in August 1992 and no
annual dividend yield. The expected days to exercise is assumed to be three
years after vesting. The actual value, if any, an executive may realize
from the exercise of stock options will be determined based on the excess
of the stock price over the exercise price on the date the option is
exercised. There is no assurance that the value received by an executive
will be at or near the value estimated by the Black-Scholes model, or that
any value will be realized.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUE TABLE
The following table set forth information concerning each exercise of stock
options during the fiscal year ended December 31, 1996 by each of the executive
officers named in the Summary Compensation Table and the number and value of
unexercised options held by each such named executive officer at December 31,
1996.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED IN-THE-
UNEXERCISED OPTIONS AT MONEY OPTIONS AT
SHARES DECEMBER 31, 1996(#) DECEMBER 31, 1996($)(1)
ACQUIRED ON VALUE -------------------------------- ---------------------------
NAME EXERCISE(#) REALIZED($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- -------------------- ----------- ----------- -------------------------------- ---------------------------
<S> <C> <C> <C> <C> <C>
Russell E. Plantizer 0 0 863,000/501,400 $4,015,450/ $1,303,320
Kathleen A. Cote 20,000 $192,400 283,600/580,400 1,184,188/ 1,023,192
Barry F. Cohen 0 0 140,000/220,000 840,220/ 947,580
Anthony N. Fiore, 20,800 172,896 112,600/121,600 513,446/ 423,583
Jr.
William A. Foniri 0 0 75,840/174,160 267,427/ 181,865
Attilio Rimoldi 30,000 294,395 102,500/227,500 577,580/ 974,500
Douglas P. Smith 70,000 566,064 31,000/164,800 185,097/ 710,750
</TABLE>
- ----------
(1) Market value of shares covered by in-the-money options on December 31,
1996, less option exercise price. Options are in-the-money if the market
value of the shares covered thereby is greater than the option exercise
price. The average of the high and low prices of the Common Stock on the
New York Stock Exchange on December 31, 1996 was $9.13.
PENSION PLAN
Prior to April 1, 1990, each full-time United States employee of the
Company with at least one year of service was eligible to receive benefits under
the Company's Pension Plan. Effective April 1, 1990, all benefit accruals ceased
and no new participants were admitted to the Pension Plan. Participants in the
Pension Plan continue to vest (generally upon completion of five years of
service) in their benefits accrued as of April 1, 1990. Participants with vested
benefits are entitled to receive, upon termination of employment after reaching
age 65, an annual pension payment in an amount equal to the greater of (i) $216
multiplied by the number of the participant's years of previous service with the
Company, or (ii) 1.25% of the participant's compensation for 1988 multiplied by
the number of the participant's years of service with the Company through 1988,
plus, for each additional year of pension service after 1988, 1.25% of the
participant's compensation for such year of pension service, which benefit is
reduced under certain circumstances. Of the executive officers listed in the
Summary Compensation Table, only Ms. Cote, Mr. Fiore, Mr. Foniri and Mr. Smith
have a vested pension benefit. Messrs. Planitzer, Cohen and Rimoldi are not plan
members. The annual pension benefit, on a straight-life basis, payable at age 65
is $7,269 for Ms. Cote, $1,349 for Mr. Fiore, $9,574 for Mr. Foniri and $5,012
for Mr. Smith.
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EMPLOYMENT AND SEVERANCE AGREEMENTS
On June 11, 1996, the Company entered into a new employment agreement with
Mr. Planitzer pursuant to which he served as a full-time employee of the Company
as Chief Executive Officer and Chairman of the Board during the period
commencing June 11, 1996 and ending on October 31, 1996 at an annual base salary
of $785,000. The agreement provides that (a) during the period November 1, 1996
through June 30, 1997, Mr. Planitzer shall serve as a part-time employee of the
Company and, in such capacity, shall serve as Chairman of the Board and as a
Director of the Company at an annual base salary of $785,000 (inclusive of his
compensation for services as a Director) and (b) during the period July 1, 1997
through June 30, 1998, Mr. Planitzer shall serve as a consultant to the Company
and continue to serve as Chairman of the Board and as a Director of the Company
at the rate of $250,000 per year. In his capacity as a part-time employee, Mr.
Planitzer is required to devote up to 60% of his business time to his duties as
Chairman and as a Director of the Company. In his capacity as a consultant to
the Company, Mr. Planitzer is obligated to devote up to 30 days per year in the
performance of consulting services. The agreement also provides for the payment
of a performance bonus in the aggregate amount of $2,227,000, one-half of which
was paid to Mr. Planitzer on October 31, 1996 and the remaining one-half of
which is payable on the earlier of (a) June 30, 1997 provided that Mr. Planitzer
continues to serve as Chairman of the Board of Directors of the Company through
such date and (b) the termination of his employment (other than for cause),
including a termination at the election of Mr. Planitzer due to the Company's
failure to make any payment due him under his agreement. The agreement provides
that all outstanding stock options granted to Mr. Planitzer as of June 30, 1996
shall vest and become immediately exerciseable and payments to which he is
entitled under the terms of the agreement shall be accelerated and paid upon any
of the following events: his removal without cause as Chairman of the Board of
Directors or the mutual agreement of the Company and Mr. Planitzer to such
removal; the termination of his employment by death or disability; or his
voluntary termination of employment due to the Company's failure to make any
payment due him under the terms of the agreement. Mr. Planitzer's agreement also
provides for the continued payment of salary through the remaining term of the
agreement and the acceleration of the performance bonus in the event his
employment is terminated for reasons other than death, disability, cause or a
termination by Mr. Planitzer (except for a termination by Mr. Planitzer due to
the Company's failure to make any payment due to him under his agreement). Mr.
Planitzer is entitled to reimbursement for taxes paid on certain of the
foregoing payments. Mr. Planitzer's agreement prohibits him from competing with
the Company during his employment and, at the Company's option, for one year
following his termination.
On September 4, 1996, the Company entered into an amended and restated
employment agreement with Ms. Cote which provides for employment through August
31, 1999, subject to annual renewal thereafter by the Company at its option, and
participation in the Company's Management Incentive Plan. Ms. Cote's current
salary is $600,000. Ms. Cote's agreement also provides for severance payments
ranging from biweekly base salary for a period of six months to biweekly base
salary and bonus for the remaining term of the employment agreement, depending
on the circumstances of the termination (other than a termination at the
election of Ms. Cote). Ms. Cote's agreement prohibits her from competing with
the Company during her employment and while she is receiving severance benefits
from the Company.
In September 1996, Mr. Smith left the Company and resigned from his
position as Chief Financial Officer of the Company pursuant to the terms of a
separation agreement with the Company (the "Separation Agreement"). The
Separation Agreement provides for (a) Mr. Smith's retention as a consultant for
a period of two years commencing September 30, 1996 at the rate of $25,000 per
year payable in equal monthly installments at the beginning of each month, (b)
the payment of a $200,000 special bonus for Mr. Smith's services rendered in
connection with the proposed sale of the Company's Open Service Solutions
business payable in equal monthly installments at the beginning of each month,
(c) accelerated vesting of stock options that would have vested in 1999 and 2000
to vest in 1997 and 1998, respectively, (d) repayment of $31,770 owed to the
Company, such repayment to be made through management or other bonus payments or
through the gain on the exercise of stock options, (e) full vesting in the
Company's Pension Plan as of September 27, 1996, the date Mr. Smith's employment
with the Company terminated and (f) confirmation of the terms of Mr. Smith's
participation in the Company's Management Incentive Plan for 1996. In October
1996, Mr. Smith entered into a standard form of consulting agreement with the
Company under the terms contemplated by the Separation Agreement.
In September 1996, the Company entered into retention agreements with the
executive officers named in
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the Summary Compensation Table, other than Mr. Planitzer and Mr. Smith. Mr.
Rimoldi's right to receive benefits pursuant to the retention agreement entered
into between Mr. Rimoldi and the Company terminated at the time he left the
Company. The retention agreements continue through December 31, 1999 and shall
be automatically extended for one additional year unless a change in control of
the Company has occurred, in which case the agreements shall continue in effect
for a period of not less than 24 months beyond the month in which such change
occurred. The agreements generally provide for a continuation of salary and
certain health and life insurance benefits in the event of termination of
employment by the Company (other than for cause, disability or death) or by the
executive officer (for good reason, as defined in the retention agreements)
within two years after a change of control of the Company has occurred. In the
case of Ms. Cote and Mr. Cohen, the agreements provide for severance payments
over a three year period in an amount equal to 2.99 times the sum of (a) the
higher of the annual base salary in effect as of the date of termination or
immediately prior to a change in control and (b) 100% of the average annual
incentive bonus payable by the Company for the two fiscal years ending
immediately prior to the fiscal year in which the change of control occurs. In
the case of Mr. Fiore and Mr. Foniri, the agreements provide for severance
payments over an eighteenth month period in an amount equal to 1.5 times the sum
of (a) the higher of the annual base salary in effect as of the date of
termination or immediately prior to a change in control and (b) 50% of the
average annual incentive bonus payable by the Company for the two fiscal years
ending immediately prior to the fiscal year in which the change of control
occurs.
Under the provisions of their employment arrangements with the Company, all
of the executive officers named in the Summary Compensation Table, other than
Mr. Planitzer, Ms. Cote and Mr. Smith whose arrangements are described above,
have continuation of salary protection for one year if their employment with the
Company is terminated other than for death, disability or cause. Mr. Rimoldi,
who left the Company in February 1997, is currently receiving salary protection
payments pursuant to his employment arrangement.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Planitzer, the Company's Chairman, is a director and serves on the
Compensation Committee of Intersolv, Inc., whose chairman is Kevin J. Burns, a
director of the Company.
COMPENSATION OF DIRECTORS
STANDARD ARRANGEMENTS
Directors who are not employees of the Company ("Non-employee Directors")
receive an annual fee of $25,000 and $1,500 for each Board or Committee meeting
they attend in person (plus reimbursement for travel and out-of-pocket
expenses). They receive $500 for each telephonic meeting of less than two hours
and $1,500 for each telephonic meeting of two hours or more they attend.
Directors who are employees receive no additional compensation for serving on
the Board. Non-employee Directors also participate in the 1995 Director Option
Plan under which they were granted options for 6,600 shares for each full year
of service completed at January 30, 1995 and will be granted an option for an
additional 6,000 shares each July 1 they continue to serve as a director. The
options granted in January 1995 vest ratably over three years and the options
granted annually on July 1 vest one year from the date of the grant. All options
expire ten years from the date of grant.
Together with option grants under the prior 1993 Director Stock Option
Plan, as of April 18, 1997, the Directors held options to purchase the following
number of shares at option prices ranging from $3.25 to $10.44: Mr. Bertoncini
- -- 20,000 shares; Mr. Bolz -- 45,800 shares; Mr. Burns -- 22,000 shares; Mr.
Cunningham -- 45,800 shares; Mr. Freedman -- 21,000 shares; Mr. Landry -- 63,000
shares; and Mr. Sage -- 45,800 shares.
OTHER ARRANGEMENTS
Mr. Cunningham, who served as Chairman of the Compensation Committee in
1996, rendered consulting services to the Company during 1996 concerning
management succession strategy, for which he was paid at the rate of $1,500 per
day. In 1996, he received $3,000. Mr. Sage and his consulting firm rendered
consulting services to the Company during 1996, primarily regarding the
strategic direction of the Company and product
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<PAGE> 10
development, for which they were paid $19,053.10. In 1997, Mr. Sage may continue
to provide services as requested by the Company, for which he will be paid
$3,200 per day.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information, as of the close of
business on April 18, 1997, with respect to the beneficial ownership of the
Company's Common Stock by (i) each person known by the Company to own
beneficially more than 5% of the outstanding shares of Common Stock; (ii) each
director and nominee for director; (iii) each executive officer named in the
Summary Compensation Table under the heading "Compensation of Executive
Officers" below and (iv) all directors and executive officers of the Company as
a group.
The number of shares beneficially owned by each director or executive
officer is determined under rules of the Securities and Exchange Commission, and
the information is not necessarily indicative of beneficial ownership for any
other purpose. Under such rules, beneficial ownership includes any shares as to
which the individual has sole or shared voting power or investment power and
also any shares which the individual has the right to acquire within 60 days
after April 18, 1997 through the exercise of any stock option or other right.
Unless otherwise indicated, each person has sole investment and voting power (or
shares such power with his or her spouse) with respect to the shares set forth
in the following table.
<TABLE>
The inclusion herein of any shares deemed beneficially owned does not
constitute an admission of beneficial ownership of those shares.
<CAPTION>
PERCENT OF
NUMBER OF SHARES COMMON STOCK
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIALLY OWNED OUTSTANDING
- ------------------------------------ ------------------ ------------
<S> <C> <C>
M.D. Sass Associates, Inc.(1) 9,999,344(1) 15.73%
1185 Avenue of the Americas
New York, NY 10036
Merrill Lynch & Co., Inc.(2) 4,954,933(2) 7.79%
800 Scudders Mill Road
Plainsboro, NJ 08536
Credit Suisse First Boston, Inc.(3) 3,513,200(3) 5.52%
11 Madison Avenue
New York, NY 10010
Kemper Investments, Inc.(4) 3,322,249(4) 5.24%
222 South Riverside Plaza
Chicago, IL 60606
Jean-Serge G. Bertoncini 10,000(5) *
Norman A. Bolz 68,200(5) *
Kevin J. Burns 10,000(5) *
Barry F. Cohen, Ph.D. 189,000(6) *
Kathleen A. Cote 388,914(6) *
John F. Cunningham 148,200(5) *
Anthony N. Fiore, Jr 148,954(6) *
</TABLE>
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<PAGE> 11
<TABLE>
<CAPTION>
<S> <C> <C>
William A. Foniri 91,714(6) *
Eugene M. Freedman 40,000(5) *
Lawrence L. Landry 48,400(5) *
Russell E. Planitzer 999,894(6) 1.57%
Attilio Rimoldi 167,500(6) *
James B. Rubin(1)(7) 10,489,341(1)(7) 16.50%
Andrew G.C. Sage II 102,200(5) *
Douglas P. Smith 50,320(6) *
All executive officers and directors 12,866,183(5)(6) 20.23%
as a group (17 persons)
</TABLE>
- ----------
* Less than one percent.
(1) Represents shares held by M.D. Sass Associates, Inc. and affiliated groups
as follows: 2,263,935 shares held by M.D. Sass Re/Enterprise Partners,
L.P.; 2,767,672 shares held by M.D. Sass Re/Enterprise International, Ltd.;
801,548 shares held by M.D. Sass Parallex Partners, L.P.; 89,884 shares
held by M.D. Sass Associates, Inc. Employee Profit Sharing Plan; 463,146
shares held by M.D. Sass Re/Enterprise-II, L.P.; 3,005,759 shares held by
various third party managed accounts; and 607,400 shares held by Corporate
Renaissance Group, Inc.
(2) Represents shares held by Merrill Lynch & Co., Inc. on behalf of itself and
its wholly owned subsidiaries, Merrill Lynch Group, Inc., Princeton
Services, Inc., Fund Asset Management, L.P., and Merrill Lynch Phoenix
Fund, Inc., as reported in a Schedule 13G filed with the Securities and
Exchange Commission as of January 23, 1997. All shares are subject to
shared voting and dispositive power. According to such report, Merrill
Lynch Group, Inc. and Princeton Services, Inc. share voting power and
dispositive power with respect to 4,644,700 shares and Fund Asset
Management, L.P. and Merrill Lynch Phoenix Fund, Inc. share voting power
and dispositive power with respect to 3,353,600 shares.
(3) Represents shares held indirectly by Credit Suisse First Boston, Inc. for
its wholly owned subsidiary, Credit Suisse First Boston Corporation as
reported in a Schedule 13G filed with the Securities and Exchange
Commission as of February 13, 1997.
(4) Represents shares held by Zurich Kemper Investments, Inc. in its capacity
as investment advisor to various clients, as reported in a Schedule 13G
filed with the Securities and Exchange Commission as of February 13, 1997.
All shares are subject to shared voting and dispositive power.
(5) Includes shares issuable pursuant to director stock options exercisable
within 60 days after April 18, 1997 (10,000 shares for Mr. Bertoncini,
45,800 shares for Mr. Bolz, 10,000 for Mr. Burns, 27,200 shares for Mr.
Cunningham, 10,000 shares for Mr. Freedman, 38,400 shares for Mr. Landry
and 27,200 shares for Mr. Sage).
(6) Includes shares issuable pursuant to employee stock options exercisable
within 60 days after April 18, 1997 (172,000 shares for Mr. Cohen, 320,900
shares for Ms. Cote, 141,500 shares for Mr. Fiore, 88,560 shares for Mr.
Foniri, 977,850 shares for Mr. Planitzer, 137,500 shares for Mr. Rimoldi
and 50,320 shares for Mr. Smith).
(7) Includes 489,997 shares held by the J.B. Rubin & Co. Defined Contribution
Plan and by a family
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<PAGE> 12
member of Mr. Rubin. Mr. Rubin is the Trustee of the Plan and may be deemed
to share in the voting and dispositive power held by the Plan and by his
family member.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
TRANSACTIONS WITH OFFICERS AND DIRECTORS
For payments made to Directors of the Company, see "Executive Compensation
- -- Compensation of Directors -- Standard Arrangements" and "-- Other
Arrangements".
During 1996, the Company loaned $28,000 on an interest-free basis to Mr.
Smith, former Chief Financial Officer of the Company, as part of his
compensation arrangement. Under the terms of Mr. Smith's separation agreement
with the Company, the principal amount together with an outstanding employee
payable of approximately $3,800 is required to be paid in full, on a first
dollar basis, through management or other bonus payments or through the gain on
the exercise of stock options.
In July 1996, the Company loaned $200,000 on an interest-free basis to Rock
S. Gnatovich, Vice President, Worldwide Marketing to facilitate his purchase of
a house. The terms of the loan state that $25,000 of principal is to be forgiven
on each of the first four anniversary dates of the loan so long as he continues
to be employed by the Company. The remaining $100,000 of principal will be
repaid by the deduction of $25,000 each year from any bonus payments due Mr.
Gnatovich as a participant in the Company's Management Incentive Plan. Any
outstanding balance, less any amounts previously forgiven, is due in full on
termination of his employment with the Company. The Company holds a second
mortgage on Mr. Gnatovich's house.
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<PAGE> 13
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.
COMPUTERVISION CORPORATION
By: /s/ Anthony N. Fiore, Jr.
-----------------------------------
Name: Anthony N. Fiore, Jr.
Title: Vice President, Business Operations
and General Counsel
Date: April 30, 1997
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