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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, 1995
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 April 22, 1996 was approximately
$853,272,000 based on the price of the last reported sale as
reported by the Nasdaq Stock Market on April 22, 1996. The
number of shares outstanding of the Registrant's Common Stock on
April 22, 1996 was 93,298,672.
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 American
Power Conversion Corporation and subsidiaries (the "Company"):
Name Age Position(s)
Rodger B. Dowdell, 47 President, Chief Executive
Jr.(1) Officer and Chairman of the
Board of Directors
Emanuel E. 59 Vice President, Secretary,
Landsman Clerk and Director
Neil E. Rasmussen 41 Vice President and Director
Ervin F. Lyon 60 Director
(1)(2)
James D. Gerson 52 Director
(1)(2)
______________________
(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.
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 December 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 Ag Services of America, Inc., Conceptronic, Inc.,
Energy Research Corporation, Hilite Industries, Inc. and
Computer Outsourcing Services, Inc.
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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 1995, 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 1995.
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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, 1995, 1994 and 1993, of
those persons who were at December 31, 1995 (i) the chief
executive officer and (ii) the other four most highly
compensated executive officers of the Company (the "Named
Officers"):
SUMMARY COMPENSATION TABLE
Long-Term
Compensation
Annual Compensation (1) Awards(2)
Securities
Name and Principal Underlying All other
Position Year Salary Bonus($)(3) Options/SARs Compensation
Rodger B. Dowdell, Jr. 1995 $392,000 $216,000 0 $22,728(4)
Chief Executive 1994 392,000 360,000 0 30,180(4)
Officer, President 1993 370,000 400,000 0 30,180(4)
& Director
Neil E. Rasmussen 1995 259,000 144,180 0 22,728(5)
Vice President and 1994 259,000 240,300 0 30,180(5)
Director 1993 244,000 267,000 0 30,180(5)
Edward W. Machala 1995 259,000 144,180 0 22,728(6)
Vice President, 1994 259,000 240,300 0 30,180(6)
Operations and 1993 244,000 267,000 0 30,180(6)
Treasurer
David P. Vieau 1995 138,232 50,000 0 22,728(7)
Vice President, 1994 170,000 155,700 0 30,180(7)
Worldwide Business 1993 160,000 173,000 0 30,180(7)
Development
Emanuel E. Landsman 1995 127,000 55,600 0 22,614(8)
Vice President, Clerk 1994 127,000 92,620 0 30,180(8)
and Director 1993 120,000 100,800 0 30,180(8)
______________________________
(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, 1995, 1994 and 1993.
(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) Includes $22,500, $30,000 and $30,000, respectively, the
market value of the shares of Common Stock contributed to the
Employee Stock Ownership Plan on behalf of Mr. Dowdell and $228,
$180 and $180, respectively, in premiums on a term life
insurance policy for Mr. Dowdell's benefit for fiscal years
ended December 31, 1995, 1994 and 1993.
(5) Includes $22,500, $30,000 and $30,000, respectively, the
market value of the shares of Common Stock contributed to the
Employee Stock Ownership Plan on behalf of Mr. Rasmussen and
$228, $180 and $180, respectively, in premiums on a term life
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insurance policy for Mr. Rasmussen's benefit for fiscal years
ended December 31, 1995, 1994 and 1993.
(6) Includes $22,500, $30,000 and $30,000, respectively, the
market value of the shares of Common Stock contributed to the
Employee Stock Ownership Plan on behalf of Mr. Machala and $228,
$180 and $180, respectively, in premiums on a term life
insurance policy for Mr. Machala's benefit for fiscal years
ended December 31, 1995, 1994 and 1993.
(7) Includes $22,500, $30,000 and $30,000, respectively, the
market value of the shares of Common Stock contributed to the
Employee Stock Ownership Plan on behalf of Mr. Vieau and $228,
$180 and $180, respectively, in premiums on a term life
insurance policy for Mr. Vieau's benefit for fiscal years ended
December 31, 1995, 1994 and 1993.
(8) Includes $22,500, $30,000 and $30,000, respectively, the
market value of the shares of Common Stock contributed to the
Employee Stock Ownership Plan on behalf of Mr. Landsman and
$228, $180 and $180, respectively, in premiums on a term life
insurance policy for Mr. Landsman's benefit for fiscal years
ended December 31, 1995, 1994 and 1993.
OPTION GRANTS IN THE LAST FISCAL YEAR
The Company did not grant any stock options during the fiscal
year ended December 31, 1995 to the Named Officers listed in the
Summary Compensation Table.
OPTION EXERCISES AND FISCAL YEAR-END VALUES
The following table sets forth information with respect to
options to purchase the Company's Common Stock granted under the
1987 Stock Option Plan including (i) the number of shares
purchased upon exercise of options in 1995, (ii) the net value
realized upon such exercise, (iii) the number of unexercised
options outstanding at December 31, 1995 and (iv) the value of
such unexercised options at December 31, 1995:
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND DECEMBER 31, 1995 OPTION VALUES
Number of Value of
Shares Unexercised Unexercised In-
Acquired Options at the-Money
on December 31, Options at
Value 1995 (#) December 31, 1995($)(1)
Exercise Realized Exercisable Unexercisable Exercisable Unexercbl
Rodger B. -- -- -- -- -- --
Dowdell, Jr.
Neil E. -- -- -- -- -- --
Rasmussen
Edward W. -- -- -- -- -- --
Machala
David P 36,000 $461,808 244,000 0 $1,300,032 0
Vieau
Emanuel E. -- -- -- -- -- --
Landsman
___________________________
(1) Value is based on the difference between option exercise
price and the fair market value at 1995 fiscal year-end ($9.375
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.
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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 15,000 shares of Common
Stock.
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 1995, 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.
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Item 12. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth as of April 22, 1996, 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.
Name and Address Amount and Percentage of
of Beneficial Owner Nature of Common Stock
Beneficial Outstanding(2)
Ownership(1)
State of Wisconsin 9,169,700 9.8%
Investment Board
P.O. Box 7842
Madison, WI 53707
Rodger B. Dowdell, Jr. 9,851,997(3) 10.5%
American Power
Conversion
Corporation
P.O. Box 278
132 Fairgrounds Road
West Kingston, RI
02892
Neil E. Rasmussen 5,535,505(4) 5.9%
APC America, Inc.
755 Middlesex Turnpike
Billerica, MA 01862
Emanuel E. Landsman 2,159,183(5) 2.3%
APC America, Inc.
755 Middlesex Turnpike
Billerica, MA 01862
James D. Gerson 278,488(6) *
Fahnestock & Co.
110 Wall Street
New York, NY 10005
Ervin F. Lyon 907,790(7) 1.0%
270 Haverhill Road
Kensington, NH
Edward W. Machala 625,525(8) 1.0%
APC America, Inc.
P.O. Box 278
132 Fairgrounds Road
West Kingston, RI
02892
David P. Vieau 273,116(9) *
American Power
Conversion
Corporation
P.O. Box 278
132 Fairgrounds Road
West Kingston, RI
02892
All directors and 19,730,495(10) 21.8%
executive officers as
a group (10 persons)
_______________________
*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
April 22, 1996 includes (i) 93,298,672 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 372,485 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 4,468,126 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 300,421 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
4,468,126 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 248,183 shares of Common Stock currently allocated
to Dr. Landsman under the Company's ESOP. Does not include
30,000 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 15,000 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 15,000 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 43,325 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
4,468,126 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 5,116 shares of Common Stock currently allocated
to Mr. Vieau under the Company's ESOP and 244,000 shares
issuable to Mr. Vieau pursuant to options which may be exercised
within the next 60 days.
(10) Includes (i) 291,500 shares issuable to certain officers
and directors of the Company pursuant to options which may be
exercised within the next 60 days, and (ii) 981,771 shares
allocated to the accounts of the officers of the Company under
the Company's ESOP. Also see footnotes (3) through (9).
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: April 29, 1996
By: /s/ Donald M. Muir
Donald M. Muir, Chief Financial Officer
(principal financial and accounting officer)
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