<PAGE>
FORM 10-K/A No. 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C., 20549
(Mark one)
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 AND
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO
Commission File Number 0-20252
CONTROL DATA SYSTEMS, INC.
(Exact name of Registrant as Specified in its Charter)
Delaware 41-1718075
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
____________________
4201 Lexington Avenue North
Arden Hills, Minnesota 55126-6198
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (612) 482-2401
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.01 par value
(Title of class)
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 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 registrant's voting stock held by non-
affiliates of the registrant, based upon the closing sale price of the
Common Stock on March 12, 1996 on the Nasdaq National Market as reported in
The Wall Street Journal, was approximately $321,000,000. Shares of voting
stock held by each executive officer and director and by each person who
owns more than 5% of any class of the registrant's voting 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.
As of March 12, 1996, the registrant had outstanding 13,246,255 shares
of Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's definitive Proxy Statement for the
registrant's 1996 Annual Meeting of Stockholders are incorporated by
reference into Part III, and portions of the registrant's Annual Report to
Stockholders for the fiscal year ended December 31, 1995 are incorporated
by reference into Parts II and IV.
1
<PAGE>
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of the Company's stockholders during
the quarter ended December 31, 1995.
EXECUTIVE OFFICERS OF THE REGISTRANT
The executive officers of the Company are as follows:
Name Age Position
James E. Ousley 50 President and Chief Executive Officer
Joseph F. Killoran 55 Vice President and Chief Financial
Officer
Ruth A. Rich 52 Vice President, Human Resources and
Administration
Dieter Porzel 59 Vice President, Europe/Middle
East/Africa Region
Michael G. Eleftheriou 50 Vice President, Technical Services
David B. Folsom 48 Vice President, Electronic Commerce
Alan H. Lynchosky 43 Vice President, Managed Services
Arnold (Nol) Rutgers 54 Vice President, Asia/Pacific Region
Executive officers of the Company are elected by the Board of Directors
and serve at the Board's discretion. There are no family relationships
among any directors or executive officers of the Company.
James E. Ousley has been President and Chief Executive Officer of
Control Data since August 1992. Mr. Ousley was President of Ceridian's
Computer Products business from April 1989 to July 1992; Executive Vice
President of Ceridian from February 1990 to July 1992.
Joseph F. Killoran has been Vice President and Chief Financial Officer
of Control Data since February 1994. Mr. Killoran was Vice President and
Controller of Control Data from August 1992 to January 1994; Vice
President and Controller for Ceridian's Computer Products business from
1989 to July 1992.
Ruth A. Rich has been Vice President, Human Resources and Administration
of Control Data since August 1992. Ms. Rich was Vice President, Human
Resources and Administration for Ceridian's Computer Products business from
November 1990 to July 1992; and Vice President, Human Resources and
Administration for Ceridian's Information Services Group from May 1986 to
November 1990.
Dieter Porzel has been Vice President, Europe/Middle East/Africa Region
of Control Data since February 1993. Mr. Porzel was Vice President,
Central Europe Region for Control Data from August 1992 to January 1993;
and Vice President, Central Europe Region of Ceridian's Computer Products
business from 1987 to 1992.
Michael G. Eleftheriou has been Vice President, Technical Services of
Control Data since January 1996. Mr. Eleftheriou was Vice President of
Assessment and Planning for Control Data from October 1994 to December
1995; General Manager of United States Systems Integration Operations from
May 1994 to September 1994; General Manager of Control Data Mexico from
October 1992 to April 1994; General Manager of Worldwide Sales and Services
from August 1992 to September 1992; General Manager, Worldwide Sales and
Services of Ceridian's Computer Products business from December 1991 to
July 1992; and General Manager of Ceridian's Cyber Marketing business from
April 1990 to November 1991.
12
<PAGE>
David B. Folsom has been Vice President, Electronic Commerce of Control
Data since October 1994. Mr. Folsom was General Manager of Networking
Competency Centers of Control Data from August 1992 to September 1994; and
Director of Software Development for Ceridian's Computer Products business
from 1990 to July 1992.
Alan H. Lynchosky has been Vice President, Managed Services of Control
Data since January 1996. Mr. Lynchosky was Vice President of Worldwide
Support Services for Control Data from January 1994 to December 1995; Vice
President of Engineering Services from August 1992 to December 1993; Vice
President of Engineering Services of Ceridian's Computer Products business
from October 1991 to July 1992; and General Manager of Order and Delivery
Systems of Ceridian's Computer Products business from 1990 to September
1991.
Arnold (Nol) Rutgers has been Vice President, Asia/Pacific Region of
Control Data since June 1995. Mr. Rutgers was Vice President, Marketing
from October 1994 to May 1995; General Manager of Strategic Planning for
Control Data from August 1992 to September 1994; and General Manager of
Strategic Planning for Ceridian's Computer Products business from September
1989 to July 1992.
13
<PAGE>
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
"Price Range of Common Stock," appearing on page 31 of the Company's
1995 Annual Report to Stockholders, is incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
"Selected Consolidated Financial Data," appearing on inside cover page
of the Company's 1995 Annual Report to Stockholders, is incorporated herein
by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION
"Management's Discussion and Analysis of Financial Condition and
Results of Operations," appearing on pages 9 through 13 of the Company's
1995 Annual Report to Stockholders, is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated balance sheets of the Company and its subsidiaries as
of December 31, 1995 and 1994, the related consolidated statements of
operations, stockholders' equity and cash flows for each of the years in
the three-year period ended December 31, 1995, and the notes to
consolidated financial statements, together with report therein of KPMG
Peat Marwick LLP dated January 25, 1996, appearing on pages 8 through 31 of
the Company's 1995 Annual Report to Stockholders, are incorporated herein
by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
IDENTIFICATION OF DIRECTORS
"Election of Directors" in the Company's Proxy Statement for the 1996
Annual Meeting of Stockholders to be held on May 15, 1996 (hereinafter the
"Proxy Statement") is incorporated herein by reference.
IDENTIFICATION OF EXECUTIVE OFFICERS
Information regarding executive officers of the Company is contained
in Part I of this Report on page 12 and is incorporated herein by
reference.
ITEM 11. EXECUTIVE COMPENSATION
"Executive Compensation" in the Proxy Statement is incorporated herein
by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
"Stockholdings of Certain Owners and Management" in the Proxy
Statement is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
"Election of Directors-Certain Business Transactions" in the Proxy
Statement is incorporated herein by reference.
14
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
CONTROL DATA SYSTEMS, INC.
Registrant
Date: March 27, 1996 /s/ James E. Ousley
James E. Ousley
President and Chief Executive Officer
