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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
(AMENDMENT NO. 2)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
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 0-18511
DIGITAL SYSTEMS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
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WASHINGTON 91-1273645
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
6464 184TH AVENUE N.E.
REDMOND, WASHINGTON 98052
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (206) 881-7544
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE, $0.01 PER SHARE
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(g) 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__
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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 the Form 10-K or any
amendment to this Form 10-K. X
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The aggregate market value of the common stock held by nonaffiliates of the
registrant as of February 29, 1996 was $119,717,455 (based on the closing sale
price of $15.063 per share on the Nasdaq/NM on such date).
The number of shares outstanding of the registrant's common stock, $0.01 par
value per share as of February 29, 1996 was 9,296,248.
DOCUMENTS INCORPORATED BY REFERENCE
PART III of the Form 10-K that is amended by this Form 10-K/A incorporates
information by reference from the registrant's definitive proxy statement to
be filed with the Securities and Exchange Commission within 120 days after the
close of the fiscal year and from the registrant's 1995 Annual Report to
Shareholders.
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The Form 10-K for the fiscal year ended December 31, 1995 for Digital
Systems International, Inc. is hereby amended to amend the exhibit index as more
fully set forth in Part IV, Item Fourteen below.
PART IV
ITEM FOURTEEN
EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
A. Financial Statements and Financial Statement Schedules:
1. Financial Statements (the Financial Statements listed below
are incorporated herein by reference to the Company's 1995
Annual Report to Shareholders):
Consolidated Balance Sheets as of December 31, 1995 and 1994
Consolidated Statements of Operations for the years ended
December 31, 1995, 1994 and 1993
Consolidated Statements of Shareholders' Equity for the years
ended December 31, 1995, 1994 and 1993
Consolidated Statements of Cash Flows for the years ended
December 31, 1995, 1994 and 1993
Notes to Consolidated Financial Statements
Independent Auditors' Report
2. Financial Statement Schedules (previously filed):
Independent Auditors' Report
Schedule II - Valuation and Qualifying Accounts
All other Schedules are omitted because they are inapplicable
or because the requested information is shown in the
Consolidated Financial Statements of the Company or in the
related Notes thereto.
3. Exhibits Required by Item 601 of Regulation S-K:
3.1* Restated Articles of Incorporation of Digital Systems
International, Inc., a Washington corporation.
3.2*** Restated Bylaws of Digital Systems International,
Inc. adopted on April 24, 1992.
Management Contracts, Compensatory Plans or Arrangements:
10.1++ Digital Systems International, Inc. Restated 1987
Stock Option Plan, as amended.
10.2**** Digital Systems International, Inc. 1995 Management
and Company
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Performance Bonus Plan.
10.3++++ Digital Systems International, Inc. 1996 Management
and Company Performance Bonus Plan.
10.4++++ Restated 1992 Stock Option Plan for Non-Employee
Directors, as amended
10.5***** Digital Systems International, Inc. 1991 Employee
Stock Purchase Plan, as amended
10.6**** Executive Employment Agreement dated as of November
8, 1994 with Patrick S. Howard.
10.7++++ Agreement dated as of June 30, 1995 with Michael L.
Darland.
10.8++ Executive Employment Agreement dated as of March 1,
1995 with Richard L. Anderson.
10.9++ Executive Employment Agreement dated as of March 1,
1995 with Thomas R. Clark.
10.10++ Executive Employment Agreement dated as of March 1,
1995 with John J. Flavio.
10.11++ Executive Employment Agreement dated as of March 1,
1995 with Edmund D. Wilsbach.
All Other Material Contracts:
10.12** Lease for Building 17 dated January 15, 1991 between
Michael R. Mastro, Redmond East Associates and
Digital Systems International, Inc.
10.13++++ Business Loan Agreement dated May 31, 1995 with
Seattle-First National Bank
10.14++++ Business Loan Agreement dated June 23, 1995 with
U.S. Bank of Washington, National Association
10.15* Form of Pay for Performance Equipment Agreement
10.16**** Form of Master Lease Agreement
10.17++++ Form of Sales Order
10.18* System Development Purchase and Distribution
Agreement dated as of May 5, 1990 with Kawasaki Steel
Corporation
10.19*** International Distributor Agreement dated December
18, 1992 with
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Alcatel Australia Ltd.
10.20*** Customer Purchase Agreement dated December 27, 1990
with Summa Four, Inc.
10.21*** Software Source Code and Manufacturing Data Deposit
and Escrow Agreement dated December 27, 1990 with
Summa Four, Inc. and Data Securities International,
Inc.
10.22++++++Purchase Agreement (AWA 99) between Hewlett Packard
and Digital Systems International, Inc. dated March
1, 1995
x 10.23++++Development, Testing & Demo Agreement (A10E2)
between Hewlett Packard and Digital Systems
International, Inc. dated April 25, 1995
x 10.23(a)++++++ Development, Testing & Demo Agreement
between Hewlett Packard and Digital Systems
International, Inc. dated April 1996
x 10.24++++ MOSAIX Project Agreement (AW855) between
Hewlett Packard and Digital Systems International,
Inc. dated October 30, 1995
13.1++++ Digital Systems International, Inc. Annual Report to
Shareholders for the year ended December 31, 1995
21.1++++ Subsidiaries of the Company
23.1++++++Consent of Independent Certified Public Accountants
B. There were no reports on Form 8-K filed during the fourth quarter ended
December 31, 1995.
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Legend:
x Confidential treatment has been requested on portions of this document.
* Incorporated by reference from exhibits filed in connection with the
Company's Registration Statement on Form S-1 (Registration No.
33-34561) filed with the Securities and Exchange Commission on April
26, 1990, as amended.
** Incorporated by reference from exhibits filed in connection with the
Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1990.
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*** Incorporated by reference from exhibits filed in connection with the
Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1992.
**** Incorporated by reference from exhibits filed in connection with the
Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1994.
***** Incorporated by reference from exhibits filed in connection with the
Company's Annual Report on Form 10-K/A for the fiscal year ended
December 31, 1994.
++ Incorporated by reference from exhibits filed in connection with the
Company's Quarterly Report on Form 10-Q for the fiscal quarter ended
March 31, 1995.
++++ Incorporated by reference from exhibits filed in connection with the
initial filing of the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995.
++++++ Incorporated by reference from exhibits filed in connection with
Amendment No. 1 to the Company's Annual Report on Form 10-K/A for the
fiscal year ended December 31, 1995.
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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.
DIGITAL SYSTEMS INTERNATIONAL, INC.
Date: August 1, 1996 By: /s/ John J. Flavio
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John J. Flavio
Senior Vice President and
Chief Financial Officer
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INDEX TO EXHIBITS
Exhibit No. Description Page
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3.1* Restated Articles of Incorporation of Digital Systems
International, Inc., a Washington corporation.
3.2*** Restated Bylaws of Digital Systems International, Inc.
adopted on April 24, 1992.
Management Contracts, Compensatory Plans or Arrangements:
10.1++++ Digital Systems International, Inc. Restated 1987
Stock Option Plan, as amended.
10.2**** Digital Systems International, Inc. 1995 Management and
Company Performance Bonus Plan.
10.3++++ Digital Systems International, Inc. 1996 Management and
Company Performance Bonus Plan.
10.4++++ Restated 1992 Stock Option Plan for Non-Employee
Directors, as amended
10.5***** Digital Systems International, Inc. 1991 Employee
Stock Purchase Plan, as amended
10.6**** Executive Employment Agreement dated as of November 8,
1994 with Patrick S. Howard.
10.7++++ Agreement dated as of June 30, 1995 with Michael L.
Darland.
10.8++ Executive Employment Agreement dated as of March 1,
1995 with Richard L. Anderson.
10.9++ Executive Employment Agreement dated as of March 1, 1995
with Thomas R. Clark.
10.10++ Executive Employment Agreement dated as of March 1, 1995
with John J. Flavio.
10.11++ Executive Employment Agreement dated as of March 1,
1995 with Edmund D. Wilsbach.
All Other Material Contracts:
10.12** Lease for Building 17 dated January 15, 1991 between
Michael R. Mastro, Redmond East Associates and Digital
Systems International, Inc.
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10.13++++ Business Loan Agreement dated May 31, 1995 with
Seattle-First National Bank
10.14++++ Business Loan Agreement dated June 23, 1995 with
U.S. Bank of Washington, National Association
10.15* Form of Pay for Performance Equipment Agreement
10.16**** Form of Master Lease Agreement
10.17++++ Form of Sales Order
10.18* System Development Purchase and Distribution Agreement
dated as of May 5, 1990 with Kawasaki Steel Corporation
10.19*** International Distributor Agreement dated December 18,
1992 with Alcatel Australia Ltd.
10.20*** Customer Purchase Agreement dated December 27, 1990 with
Summa Four, Inc.
10.21*** Software Source Code and Manufacturing Data Deposit and
Escrow Agreement dated December 27, 1990 with Summa Four,
Inc. and Data Securities International, Inc.
10.22++++++ Purchase Agreement (AWA 99) between Hewlett Packard and
Digital Systems International, Inc. dated March 1, 1995
x 10.23++++ Development, Testing & Demo Agreement (A10E2) between
Hewlett Packard and Digital Systems International, Inc.
dated April 25, 1995
x 10.23(a)++++++ Development, Testing & Demo Agreement between Hewlett
& Packard and Digital Systems International, Inc. dated
April 1996.
x 10.24++++ MOSAIX Project Agreement (AW855) between Hewlett Packard
and Digital Systems International, Inc. dated October 30,
1995
13.1++++ Digital Systems International, Inc. Annual Report to
Shareholders for the year ended December 31, 1995
21.1++++ Subsidiaries of the Company
23.1++++++ Consent of Independent Certified Public Accountants
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Legend:
x Confidential treatment has been requested on portions of this document.
* Incorporated by reference from exhibits filed in connection with the
Company's Registration Statement on Form S-1 (Registration No.
33-34561) filed with the Securities and Exchange Commission on April
26, 1990, as amended.
** Incorporated by reference from exhibits filed in connection with the
Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1990.
*** Incorporated by reference from exhibits filed in connection with the
Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1992.
**** Incorporated by reference from exhibits filed in connection with the
Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1994.
***** Incorporated by reference from exhibits filed in connection with the
Company's Annual Report on Form 10-K/A for the fiscal year ended
December 31, 1994.
++ Incorporated by reference from exhibits filed in connection with the
Company's Quarterly Report on Form 10-Q for the fiscal quarter ended
March 31, 1995.
++++ Incorporated by reference from exhibits filed in connection with the
initial filing of the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995.
++++++ Incorporated by reference from exhibits filed in connection with
Amendment No. 1 to the Company's Annual Report on Form 10-K/A for the
fiscal year ended December 31, 1995.
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