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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1 TO FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
For the Fiscal year ended December 31, 1994
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________________ to ____________________
Commission File number 1-12432
AMERICAN POWER CONVERSION CORPORATION
(Exact name of Registrant as specified in its charter)
MASSACHUSETTS 04-2722013
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
132 FAIRGROUNDS ROAD, WEST KINGSTON, RHODE ISLAND 02892
(Address of Principal Executive Offices)
401-789-5735
(Registrant's Telephone Number, Including Area Code)
Securities registered pursuant to Section 12 (b) of the Act:
Common Stock, $.01 par value
(Title of Class)
Securities registered pursuant to Section 12(g) of the Act:
None
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 (229.405 of this chapter) 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 [X]
The aggregate market value of the voting stock held by non-affiliates of the
Registrant on May 1, 1995 was approximately $1,138,357,000 based on the price of
the last reported sale as reported by the Nasdaq Stock Market on May 1, 1995.
The number of shares outstanding of the Registrant's Common Stock on May 1, 1995
was 92,698,528.
Documents Incorporated by Reference
None.
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The undersigned registrant hereby amends the following items of its Annual
Report on Form 10-K as set forth in the pages attached hereto.
Part III
Item 10. Directors of the Registrant
The following table sets forth the names of all current directors, their ages
and present position(s) with the Company.
<TABLE>
<CAPTION>
Name Age Position(s)
---- --- -----------
<S> <C> <C>
Rodger B. Dowdell, Jr.(1) 46 President, Chief Executive Officer and
Chairman of the Board of Directors
Emanuel E. Landsman 58 Vice President, Secretary, Clerk and
Director
Neil E. Rasmussen 40 Vice President and Director
Ervin F. Lyon (1)(2) 59 Director
James D. Gerson (1)(2) 51 Director
</TABLE>
- ----------------------------
(1) Member, Compensation and Stock Option Committee
(2) Member, Audit Committee
The By-laws of the Company provide that each director is elected to hold office
until the next annual meeting of shareholders, and until his successor is chosen
and qualified. The officers of the Company are elected annually at the first
meeting of the Board of Directors following the annual meeting of shareholders,
and hold office until their respective successors are chosen and qualified.
Rodger B. Dowdell, Jr. joined the Company in August 1985 and has been President
and a Director since that time. From January to August 1985, Mr. Dowdell worked
for the Company as a consultant, developing a marketing and production strategy
for UPS products. From 1978 to May 1984 he was President of Independent Energy,
Inc., a manufacturer of electronic temperature controls.
Emanuel E. Landsman has been Vice President, Clerk and Director of the Company
since its inception. From 1966 to 1981, Dr. Landsman worked at Massachusetts
Institute of Technology's Lincoln Laboratory ("M.I.T."), where he was in the
Space Communications Group from 1966 to 1977 and the Energy Systems Engineering
Group from 1977 to 1981.
Neil E. Rasmussen has been Vice President and a Director of the Company since
its inception. From 1979 to 1981, Mr. Rasmussen worked in the Energy Systems
Engineering Group at M.I.T.'s Lincoln Laboratory.
Ervin F. Lyon has been a Director of the Company since its inception. From
September 1986 to March 1993, Dr. Lyon worked for M.I.T's Lincoln Laboratory,
from which he retired in March 1993. From the inception of the Company through
August 1985, Dr. Lyon was President and Chairman of the Company. From 1977 to
1981, Dr. Lyon was a member of the technical staff at M.I.T's Lincoln
Laboratory.
James D. Gerson has been a Director of the Company since August 1988.
Commencing January 1986 through January 1992, Mr. Gerson was Vice President and
Manager - Corporate Finance of Josephthal & Co., Inc., and successor firms, an
investment banking and brokerage firm. From January 1992 to March 1993, Mr.
Gerson was Managing Director of Corporate Finance of Reich & Co., Inc. Since
March 1993, Mr. Gerson has been Senior Vice President of Fahnestock & Co. Mr.
Gerson is also a member of the Board of Directors of AgServices of America,
Inc., Conceptronic, Inc., Energy Research Corporation, Hilite Industries, Inc.
and Computer Outsourcing Services, Inc.
2
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SECTION 16 REQUIREMENTS
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the
Company's directors and officers, and persons who own more than 10% of a
registered class of the Company's equity securities, to file initial reports of
ownership and reports of changes in ownership with the Securities and Exchange
Commission (the "SEC"). Such persons are required by SEC regulations to furnish
the Company with copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms received by it with
respect to fiscal 1994, or written representations from certain reporting
persons, the Company believes that all of its directors, officers and persons
who own more than 10% of a registered class of the Company's equity securities
complied with all filing requirements applicable to them with respect to
transactions during 1994.
3
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Item 11. Executive Compensation
The following table sets forth the annual and long-term compensation for
services in all capacities to the Company for the fiscal years ended December
31, 1994, 1993 and 1992, of those persons who were at December 31, 1994 (i) the
chief executive officer and (ii) the other four most highly compensated
executive officers of the Company (the "Named Officers"):
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Compensation
Annual Compensation (1) Awards (2)
----------------------- Securities
Underlying All other
Name and Principal Position Year Salary Bonus($)(3) Options/SARs Compensation (4)
- ----------------------------- ---- ------ ----------- ------------ ----------------
<S> <C> <C> <C> <C> <C>
Rodger B. Dowdell, Jr. 1994 $392,000 $360,000 0 $32,174(6)
Chief Executive Officer, 1993 370,000 400,000 0 30,144(6)
President & Director 1992 309,000 350,000 0 --
Neil E. Rasmussen 1994 259,000 240,300 0 31,624(7)
Vice President and Director 1993 244,000 267,000 0 30,144(7)
1992 206,000 231,000 0 --
Edward W. Machala 1994 259,000 240,300 0 31,454(8)
Vice President, Operations 1993 244,000 267,000 0 30,144(8)
and Treasurer 1992 205,000 231,000 0 --
David Vieau 1994 170,000 155,700 0 30,677(9)
Vice President, Marketing 1993 160,000 173,000 0 30,144(9)
1992 125,000 150,000 0 --
Asa Davis III (5) 1994 170,000 155,700 0 30,469(10)
Vice President, Sales 1993 160,000 173,000 0 30,144(10)
1992 112,000 150,000 0 --
</TABLE>
- ------------------------------
(1) Excludes perquisites and other personal benefits, the aggregate annual
amount of which for each officer was less than the lesser of $50,000 or 10%
of the total salary and bonus reported.
(2) The Company did not grant any restricted stock awards or stock appreciation
rights ("SARs") or make any long term incentive plan payouts during the
fiscal years ended December 31, 1994, 1993 and 1992.
(3) Includes bonus payments earned by the Named Officers in the year indicated,
for services rendered in such year, which were paid in the next subsequent
year.
(4) Disclosure of All Other Compensation is not required for the fiscal year
ended December 31, 1992.
(5) Mr. Davis was elected Vice President of Sales on February 20, 1992. Mr.
Davis is a nephew of Rodger B. Dowdell, Jr.
(6) Includes $30,000, the market value of the shares of Common Stock
contributed to the Employee Stock Ownership Plan on behalf of Mr. Dowdell
and $2,174 and $144, respectively, in premiums on a term life insurance
policy for Mr. Dowdell's benefit for fiscal years ended December 31, 1994
and 1993.
(7) Includes $30,000, the market value of the shares of Common Stock
contributed to the Employee Stock Ownership Plan on behalf of Mr. Rasmussen
and $1,624 and $144, respectively, in premiums on a term life insurance
policy for Mr. Rasmussen's benefit for fiscal years ended December 31, 1994
and 1993.
4
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(8) Includes $30,000, the market value of the shares of Common Stock
contributed to the Employee Stock Ownership Plan on behalf of Mr. Machala
and $1,454 and $144, respectively, in premiums on a term life insurance
policy for Mr. Machala's benefit for fiscal years ended December 31, 1994
and 1993.
(9) Includes $30,000, the market value of the shares of Common Stock
contributed to the Employee Stock Ownership Plan on behalf of Mr. Vieau and
$677 and $144, respectively, in premiums on a term life insurance policy
for Mr. Vieau's benefit for fiscal years ended December 31, 1994 and 1993.
(10) Includes $30,000, the market value of the shares of Common Stock
contributed to the Employee Stock Ownership Plan on behalf of Mr. Davis and
$469 and $144, respectively, in premiums on a term life insurance policy
for Mr. Davis' benefit for fiscal years ended December 31, 1994 and 1993.
OPTION GRANTS IN THE LAST FISCAL YEAR
The Company did not grant any stock options during the fiscal year ended
December 31, 1994 to the Named Officers listed in the Summary Compensation
Table.
OPTION EXERCISES AND FISCAL YEAR-END VALUES
The following table sets forth information with respect to options to purchase
the Company's Common Stock granted under the 1987 Stock Option Plan including
(i) the number of shares purchased upon exercise of options in 1994, (ii) the
net value realized upon such exercise, (iii) the number of unexercised options
outstanding at December 31, 1994 and (iv) the value of such unexercised options
at December 31, 1994:
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND DECEMBER 31, 1994 OPTION VALUES
<TABLE>
<CAPTION>
Number of Unexercised Value of Unexercised In-the-
Shares Options at Money Options at
Acquired on Value Realized December 31, 1994 (#) December 31, 1994 ($)(1)
Name Exercise (#) ($) Exercisable Unexercisable Exercisable Unexercisable
---- ------------ -------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Rodger B. Dowdell, Jr. -- -- -- -- -- --
Neil E. Rasmussen -- -- -- -- -- --
Edward W. Machala 30,000 $ 718,110 -- -- -- --
David Vieau 72,000 1,643,616 230,000 50,000 $2,835,440 $616,400
Asa Davis III 25,000 502,337 10,000 5,000 130,310 65,155
</TABLE>
- ---------------------------
(1) Value is based on the difference between option exercise price and the fair
market value at 1994 fiscal year-end ($16.375 per share as quoted on The
Nasdaq Stock Market) multiplied by the number of shares underlying the
option.
COMPENSATION OF DIRECTORS
As compensation for serving on the Board of Directors, each non-employee
director is paid $1,000 by the Company for each meeting attended. Non-employee
directors are also reimbursed for reasonable expenses incurred while attending
meetings.
On February 25, 1993, the Board of Directors of the Company adopted the 1993
Non-Employee Director Stock Option Plan (the "1993 Director Plan"), subject to
approval by the Company's stockholders, which approval was granted on May 20,
1993. The 1993 Director Plan authorized the grant on February 25, 1993 of a
stock option for 20,000 shares of Common Stock to each member of the Company's
Board of Directors who is neither an employee nor officer of the Company. An
option was granted to each of Messrs. Gerson and Lyon, the two members of the
Board of Directors entitled to participate in the 1993 Director Plan. Such
options have an exercise price of $12 per share, the fair market value on the
date of grant. Each director can currently exercise an option to purchase up to
10,000 shares of Common Stock.
5
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EMPLOYMENT CONTRACT
The Company has entered into an employment agreement with its Chief Executive
Officer. The agreement is automatically renewed annually unless either party
notifies the other 60 days prior to the renewal date. Pursuant to the
agreement, the Company pays the Chief Executive Officer an annual salary and a
bonus which are based on the salaries and bonuses paid to Chief Executive
Officers of electronics companies having approximately the same revenues as the
Company. The Chief Executive Officer is obligated under the agreement not to
compete with the Company while he is employed by the Company and for a period of
one year thereafter. The Company does not have employment agreements with any
other executive officers.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 1994, Messrs. Dowdell, Gerson and Lyon served on the Compensation
Committee. The Compensation Committee was responsible for determining the non-
equity and equity compensation of executive officers of the Company. Rodger B.
Dowdell, Jr., the President and Chief Executive Officer of the Company,
participated in deliberations concerning executive officer compensation, but was
not present during discussions of and abstained from voting with respect to
decisions concerning his own compensation as Chief Executive Officer. Mr.
Dowdell is not eligible for equity compensation while a member of the
Compensation Committee.
6
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Item 12. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth as of March 31, 1995, certain information
regarding beneficial ownership of the Company's Common Stock (i) by each person
who, to the knowledge of the Company, beneficially owned more than 5% of the
outstanding shares of Common Stock of the Company outstanding at such date, (ii)
by each director or nominee for director of the Company, (iii) by each executive
officer named in the Summary Compensation Table, and (iv) by all directors,
nominees for director and executive officers of the Company as a group.
<TABLE>
<CAPTION>
Name and Address Amount and Nature of Percentage of Common Stock
---------------- -------------------- --------------------------
of Beneficial Owner Beneficial Ownership/(1)/ Outstanding/(2)/
------------------ ------------------------ ----------------
<S> <C> <C>
Rodger B. Dowdell, Jr. 9,850,782/(3)/ 10.6%
American Power Conversion
Corporation
P.O. Box 278
132 Fairgrounds Road
West Kingston, RI 02892
Neil E. Rasmussen 5,594,290/(4)/ 6.0%
American Power Conversion
Corporation
9 Executive Park Drive
North Billerica, MA 01862
Emanuel E. Landsman 2,157,948/(5)/ 2.3%
American Power Conversion
Corporation
9 Executive Park Drive
North Billerica, MA 01862
James D. Gerson 273,488/(6)/ *
Fahnestock & Co.
110 Wall Street
New York, NY 10005
Ervin F. Lyon 902,790/(7)/ 1.0%
27 Carriage Drive
Lexington, MA 02173
Edward Machala 974,310/(8)/ 1.2%
American Power Conversion
Corporation
P.O. Box 278
132 Fairgrounds Road
West Kingston, RI 02892
Asa Davis III 361,813/(9)/ *
American Power Conversion
Corporation
P.O. Box 278
132 Fairgrounds Road
West Kingston, RI 02892
David Vieau 281,901/(10)/ *
American Power Conversion
Corporation
P.O. Box 278
132 Fairgrounds Road
West Kingston, RI 02892
</TABLE>
7
<PAGE>
<TABLE>
<S> <C> <C>
All directors and 20,397,322/(11)/ 22.0%
executive officers as
a group (8 persons)
</TABLE>
- ------------------------
*Less than 1.0%
(1) Unless otherwise indicated, the named person possesses sole voting and
investment power with respect to the shares listed.
(2) The number of shares of Common Stock deemed outstanding on March 31, 1995
includes (i) 92,531,728 shares outstanding on such date and (ii) all
options that are currently exercisable or will become exercisable within 60
days thereafter by the person or group in question.
(3) Includes 371,270 shares of Common Stock currently allocated to Mr. Dowdell
under the Company's Employee Stock Ownership Plan (the "ESOP"). Does not
include any shares held by the ESOP other than the shares allocated to Mr.
Dowdell's account. The ESOP currently holds an aggregate of 4,339,610
shares. Mr. Dowdell is a trustee of the ESOP and as such, may be deemed to
be a beneficial owner of the shares currently held by it. Mr. Dowdell
disclaims beneficial ownership of such shares, other than the shares
allocated to him.
(4) Includes 299,206 shares of Common Stock currently allocated to Mr.
Rasmussen under the Company's ESOP. Does not include any shares held by
the ESOP other than the shares allocated to Mr. Rasmussen's account. The
ESOP currently holds an aggregate of 4,339,610 shares. Mr. Rasmussen is a
trustee of the ESOP and as such, may be deemed to be a beneficial owner of
the shares currently held by it. Mr. Rasmussen disclaims beneficial
ownership of such shares, other than the shares allocated to him.
(5) Includes 246,968 shares of Common Stock currently allocated to Dr. Landsman
under the Company's ESOP. Does not include 25,000 shares held by a trust
for the benefit of certain family members or 250,000 shares held by the
Landsman Charitable Trust. Dr. Landsman disclaims beneficial ownership of
the shares held by such trusts.
(6) Includes 10,000 shares of Common Stock issuable to Mr. Gerson pursuant to
options which may be exercised within the next 60 days. Does not include
4,000 shares held by Mr. Gerson's wife for the benefit of his children.
Mr. Gerson disclaims beneficial ownership of the shares held by his wife
for the benefit of his children.
(7) Includes 10,000 shares issuable to Dr. Lyon pursuant to options which may
be exercised within the next 60 days. Does not include 4,800 shares held by
Dr. Lyon's daughter. Dr. Lyon disclaims beneficial ownership of the shares
held by his daughter. Does not include 49,742 shares held by a trust for
the benefit of Dr. Lyon's daughter. Dr. Lyon disclaims beneficial
ownership of the shares held by such trust.
(8) Includes 42,110 shares of Common Stock currently allocated to Mr. Machala
under the Company's ESOP. Does not include any shares held by the ESOP
other than the shares allocated to Mr. Machala's account. The ESOP
currently holds an aggregate of 4,339,610 shares. Mr. Machala is a trustee
of the ESOP and as such, may be deemed to be a beneficial owner of the
shares currently held by it. Mr. Machala disclaims beneficial ownership of
such shares, other than the shares allocated to him.
(9) Includes 67,245 shares of Common Stock currently allocated to Mr. Davis
under the Company's ESOP and 10,000 shares issuable to Mr. Davis pursuant
to options which may be exercised within the next 60 days.
(10) Includes 3,901 shares of Common Stock currently allocated to Mr. Vieau
under the Company's ESOP and 230,000 shares issuable to Mr. Vieau pursuant
to options which may be exercised within the next 60 days.
(11) Includes (i) 260,000 shares issuable to certain officers and directors of
the Company pursuant to options which may be exercised within the next 60
days, and (ii) 1,030,700 shares allocated to the accounts of the officers
of the Company under the Company's ESOP. Also see footnotes (3) through
(10).
Item 13. Certain Relationships and Related Transactions
Not Applicable.
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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.
AMERICAN POWER CONVERSION CORPORATION
Date: May 1, 1995
By: /s/ Rodger B. Dowdell, Jr.
-------------------------------
Rodger B. Dowdell, Jr., President
9
