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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark one):
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
for the plan year ended December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _______
Commission File Number: 0-20034
BROADWAY & SEYMOUR, INC.
1995 EMPLOYEE STOCK PURCHASE PLAN
(Exact name of plan)
DELAWARE 41-1522214
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(State of other jurisdiction (I.R.S. Employer
or incorporation) Identification Number)
128 SOUTH TRYON STREET, CHARLOTTE NORTH CAROLINA 28202
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(Address of principal executive offices) (Zip code)
(704) 372-4281
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(Registrant's telephone number, including area code)
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Broadway & Seymour, Inc. 1995 Employee Stock Purchase Plan
Form 11-K Annual Report
BROADWAY & SEYMOUR, INC.
1995 EMPLOYEE STOCK PURCHASE PLAN
TABLE OF CONTENTS
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Page
Number
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Report of Independent Accountants 3
Financial Statements:
Statement of Financial Condition
As of December 31, 1996 and 1995 4
Statement of Income and Changes in Plan Equity
For the Years Ended December 31, 1996 and 1995 5
Notes to Financial Statements 6
Signature 7
Exhibit 23 - Consent of Independent Accountants Dated March 24, 1997 8
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Broadway & Seymour, Inc. 1995 Employee Stock Purchase Plan
Form 11-K Annual Report
Report of Independent Accountants
To the Participants and Administrator of the Broadway & Seymour, Inc.
1995 Employee Stock Purchase Plan:
In our opinion, the accompanying statement of financial condition and the
related statement of income and changes in plan equity present fairly, in all
material respects, the financial condition of the Broadway & Seymour, Inc. 1995
Employee Stock Purchase Plan at December 31, 1996 and 1995 and the changes in
its financial condition for the years then ended, in conformity with generally
accepted accounting principles. These financial statements are the
responsibility of the plan's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
Price Waterhouse LLP
Charlotte, North Carolina
March 7, 1997
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Broadway & Seymour, Inc. 1995 Employee Stock Purchase Plan
Form 11-K Annual Report
BROADWAY & SEYMOUR, INC.
1995 EMPLOYEE STOCK PURCHASE PLAN
STATEMENT OF FINANCIAL CONDITION
DECEMBER 31,
<TABLE>
<CAPTION>
1996 1995
<S> <C> <C>
Plan Assets:
Due from employer $543,653 $944,256
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$543,653 $944,256
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Liabilities and Plan Equity:
Liabilities $ -- $ --
Plan equity 543,653 944,256
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$543,653 $944,256
======== ========
</TABLE>
See accompanying notes to financial statements.
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Broadway & Seymour, Inc. 1995 Employee Stock Purchase Plan
Form 11-K Annual Report
BROADWAY & SEYMOUR, INC.
1995 EMPLOYEE STOCK PURCHASE PLAN
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY
FOR THE YEARS ENDED DECEMBER 31,
<TABLE>
<CAPTION>
1996 1995
<S> <C> <C>
Participant contributions $ 543,653 $944,256
Plan distributions (944,256)
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Net increase (decrease) in plan equity $(400,603) $944,256
========= ========
Plan equity, beginning of year $ 944,256 $ --
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Plan equity, end of year $ 543,653 $944,256
========= ========
</TABLE>
See accompanying notes to financial statements.
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Broadway & Seymour, Inc. 1995 Employee Stock Purchase Plan
Form 11-K Annual Report
BROADWAY & SEYMOUR, INC.
1995 EMPLOYEE STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - DESCRIPTION OF THE PLAN
The following description of the Broadway & Seymour, Inc. 1995 Employee
Stock Purchase Plan (the "Plan") provides only general information. The Plan is
effective for a five year period beginning on January 1, 1995. For a more
complete description of the Plan's provisions, refer to the Plan agreement,
filed as Exhibit 4 to the Broadway & Seymour, Inc.'s 1995 Employee Stock
Purchase Plan Registration Statement on Form S-8.
Eligibility
Any full-time employee scheduled to work at least 20 hours each week
whose most recent hire date is on or before December 15 immediately prior to
January 1 of the Option Period (January 1 through December 31 of the calendar
year) and is actively employed by Broadway & Seymour, Inc. (the "Company") on
January 1 of the calendar year is eligible to participate in the Plan. The
foregoing excludes any employee who, immediately after the grant of rights to
purchase shares under the Plan, would own stock and/or hold outstanding options
to purchase stock representing five percent or more of the total combined voting
power or value of all classes of stock of the Company.
Stock Purchases
An aggregate of 1,000,000 shares of the Company's $.01 par value common
stock (the "Common Stock") are available for purchase pursuant to the provisions
of the Plan. The Common Stock is traded on the Nasdaq Stock Market under the
symbol BSIS. The Common Stock will be purchased at the lesser of: (a) 85% of the
closing price of the Common Stock on January 1; or (b) 85% of the closing price
of the Common Stock on December 31 for each respective calendar year. No Plan
participant may be granted rights under the Plan to purchase Common Stock valued
in excess of $25,000 based on fair market value as of the beginning of each
calendar year.
Each Plan participant may authorize payroll deduction in any whole
percentage from one to ten percent of that participant's compensation as defined
in the Plan. A participant may not increase the payroll deduction percentage
during the Plan year. A participant may, however, decrease or discontinue
payroll deduction at any time. Unless a participant's account is distributed as
discussed below, his or her right to purchase Common Stock is deemed to have
been automatically exercised on December 31 of each calendar year.
Participant Accounts
A stock purchase account is maintained by the Plan. Authorized payroll
deductions are held by the Company and credited to the stock purchase account at
the end of each pay period. Interest does not accrue or get paid on account
balances.
Withdrawal from the Plan
In the event of discontinuance of payroll deductions, any Plan
participant's balance may be returned to the participant, upon written request
to the Company, or is held under the Plan and used to purchase Common Stock for
the participant under the automatic exercise provisions of the Plan.
Upon termination of employment with the Company for reasons other than
retirement, disability or death, the balance in a participant's account is
returned to the participant in cash, without interest.
NOTE 2 - FEDERAL INCOME TAXES
The Plan qualifies as an "employee stock purchase plan" under Section
423 of the Internal Revenue Code. As a result, Plan participants are not subject
to any tax at the time of purchase of stock at a discount. A favorable letter of
determination has not been requested or obtained from the Internal Revenue
Service.
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Broadway & Seymour, Inc. 1995 Employee Stock Purchase Plan
Form 11-K Annual Report
SIGNATURE
Pursuant to the requirement of the Securities and Exchange Act of 1934, the
administrator has duly caused this annual report to be signed on its behalf by
the undersigned, thereunto duly authorized.
BROADWAY & SEYMOUR, INC.
Date: March 25, 1997 /s/ David A. Finley
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David A. Finley, Executive Vice President and
Chief Financial Officer
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Exhibit 23
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of the Broadway & Seymour, Inc. 1995 Employee Stock
Purchase Plan (33-85924) and the Broadway & Seymour, Inc. Restated 1985
Incentive Stock Option Plan (33-81130) of our report dated March 7, 1997,
which appears on page 3 of the Company's Form 11-K.
Price Waterhouse LLP
Charlotte, North Carolina
March 24, 1997
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