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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K/A
Amendment No. 1 to
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 1995
COMMISSION FILE NO. 0-24303
COHERENT COMMUNICATIONS SYSTEMS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 11-2162982
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
44084 RIVERSIDE PARKWAY
LANSDOWNE BUSINESS CENTER
LEESBURG, VIRGINIA 22075
(703) 729-6400
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code)
Securities registered pursuant to section 12(b) of the Act:
Title of each class Name of each exchange on
which registered
None Not applicable
Securities registered pursuant to section 12(g) of the Act:
COMMON STOCK, PAR VALUE $.01 PER SHARE
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. /X/
Indicate by check mark if disclosure of delinquent filers pursuant to Item
495 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 this Form 10-K or any
amendment of this Form 10-K. / /
The aggregate market value of voting stock held by nonaffiliates of the
registrant as of March 22, 1996, was approximately $206,578,900 based on the
sale price of the Common Stock on March 22, 1996, of $22, as reported by the
NASDAQ National Market System. As of March 22, 1996, the registrant had
outstanding 14,902,292 shares of its Common Stock, par value $.01 per share.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for the Annual Meeting of Stockholders to
be held on May 16, 1996 are incorporated herein by reference in Part III, Items
10, 11, 12 and 13.
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Coherent Communications Systems Corp.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this Annual Report on Form
10-K:
1. Consolidated Financial Statements:
The consolidated financial statements filed as a part of this report is
listed in the "Index to Consolidated Financial Statements and Financial
Statement Schedule" at Item 8.
2. Consolidated Financial Statement Schedule:
The consolidated financial statement schedule filed as part of this
report is listed in the "Index to Consolidated Financial Statements and
Financial Statement Schedule" at Item 8.
Schedules other than those listed on the accompanying Index to
Consolidated Financial Statements and Financial Statement Schedule are
omitted for the reason that they are either not required, not
applicable, or the required information is included in the consolidated
financial statements or notes thereto.
(b) REPORTS ON FORM 8-K. During the fourth quarter ended December 31, 1995
the Company filed a report on Form 8-K dated October 25, 1995 as
amended by a report on Form 8-K/A dated October 25, 1995.
(c) Exhibits:
The following is a list of exhibits required by Item 601 of Regulation
S-K filed as part of this report. Where so indicated by footnote,
exhibits which were previously filed are incorporated by reference.
Exhibits incorporated by reference, the location of the exhibit in the
previous filing is indicated in parentheses. All other exhibits are
being filed with this report.
Exhibit No. Description
----------- -----------
3(i) - Certificate of Incorporation of the Company, as amended by a
Certificate of Amendment.(3)(Exhibit 3.1(i))
3(ii) - By-laws of the Company as amended.
4.1 - Specimen stock certificate representing the Common Stock.(3)
(Exhibit 4.1)
10.1 - Administrative Services Agreement dated as of December 1, 1993,
between the Company and Safeguard Scientifics, Inc.(3)
(Exhibit 10.1)
10.2 - Asset Purchase Agreement dated as of March 18, 1987 between
COMSAT Telesystems, Inc. and the Company.(1)(Exhibit 10.2)
*10.3 - 1982 Stock Option Plan.(1)(Exhibit 10.3)
*10.4 - 1993 Equity Compensation Plan, as amended and restated.(3)
(Exhibit 10.4)
*10.4.1 - Stock Ownership Plan
*10.5 - Form of Non-Qualified Stock Option Agreement of the Company for
Employees.(2)(Exhibit 10.5)
*10.6 - Form of Non-Qualified Stock Option Agreement of the Company for
Directors.(2)(Exhibit 10.6)
*10.7 - Form of Incentive Stock Option Agreement of the Company for
Employees.(2)(Exhibit 10.7)
10.8 - Lease dated as of February 1, 1980, as amended, between LE-AX
Corp. and the Company, for the property at 60 Commerce Drive,
Hauppauge, New York.(1)(Exhibit 10.8)
10.9.1 - Lease dated as of July 31, 1992 between Linpro Lansdowne Two
Limited Partnership and the Company, for the property at 44084
Riverside Parkway, Leesburg, Virginia.(1)(Exhibit 10.9.1)
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ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(c) Exhibits (continued):
10.9.2 - Sublease dated as of August 1993 between G.D. Searle & Co. and
the Company, for the property at 44084 Riverside Parkway,
Leesburg, Virginia.(1)(Exhibit 10.9.2)
10.10 - Lease dated as of October 15, 1990 between Kibswell Holdings
Limited and the Company, for the property at Unit B The
Quadrant, Barton Lane, Abingdon, England.(1)(Exchange 10.10)
10.11 - Tax Agreement dated January 1, 1983 between Safeguard
Scientifics, Inc. and the Company.(1)(Exhibit 10.11)
*10.12 - Severance and Non-Competition Agreement dated as of February
10, 1994 between Daniel McGinnis and the Company.(1)(Exhibit
10.12)
10.13 - Form of Demand Promissory Note of Safeguard Scientifics, Inc.,
dated April 2, 1993, payable to the Company, as amended by
letter Agreement dated January 12, 1994.(1)(Exhibit 10.13)
10.14 - Form of Promissory Note of the Company payable to Safeguard
Scientifics, Inc. with respect to the redemption of redeemable
convertible preferred stock.(3)(Exhibit 10.14)
10.15 - Supply and License Agreement dated February 7, 1992, between
the Company and TRT Telecommunications Radioelectriques et
Telephoniques.(1)(Exhibit 10.15)
10.16 - International Distribution Agreement dated as of January 2,
1992 between the Company and Cohpac Communications Systems Pty
Limited.(1)(Exhibit 10.16)
10.17 - North America Value Added Reseller Agreement dated as of
December 7, 1992 between the Company and Wandel & Goltermann
Inc.(1)(Exhibit 10.17)
*10.18 - Management Incentive Compensation Plan, as adopted by the
Company.(2)(Exhibit 10.18)
10.19 - License Agreement, effective as of June 1, 1994, between the
Company and Systems Technology Associates, Inc. (3)(Exhibit
10.19)
*10.20 - Notes of Daniel L. McGinnis dated October 19, 1994 and December
20, 1994, payable to the Company. (4) (Exhibit 10.20)
**10.21 - Value Added Reseller Agreement dated December 31, 1992 as
amended June 13, 1995 between the Company and Nokia
Telecommunications Oy
11.1 - Computation of net income per share.
21.1 - Subsidiary of registrant.
23.1 - Consent of KPMG Peat Marwick LLP.
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(1) Filed on March 31, 1994 as an exhibit to the Company's Registration
Statement on Form S-1 (No.33-77160) and incorporated by reference.
(2) Filed on May 24, 1994 as an exhibit to the Company's Registration Statement
on Form S-1 Amendment #1 (No.33-77160) and incorporated by reference.
(3) Filed on June 10, 1994 as an exhibit to the Company's Registration Statement
on Form S-1 Amendment #2 (No.33-77160) and incorporated by reference.
(4) Filed as an exhibit to the Company's Annual Report on Form 10-K for the year
ended December 31, 1994 and incorporated by reference.
* Management contracts for compensatory plan or arrangement.
** Confidential portions of the exhibit have been omitted and filed separately
with the Securities and Exchange Commission pursuant to a request for
confidential treatment.
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Coherent Communications Systems Corp.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this to be signed on its
behalf by the undersigned, thereunto duly authorized.
COHERENT COMMUNICATIONS SYSTEMS CORPORATION
By: /s/ Michael P. Gendron
-----------------------------------------
Michael P. Gendron
Vice President, Chief Financial Officer
Date: August 28, 1996
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Coherent Communications Systems Corp.
EXHIBIT INDEX
The following is a list of exhibits required by Item 601 of Regulation S-K filed
as part of this Report. Where so indicated by footnote, exhibits which were
previously filed are incorporated by reference. For exhibits incorporated by
reference, the location of the exhibit in the previous filing is indicated in
parentheses. The page numbers listed refer to the page numbers where such
exhibits are located using the sequential numbering system specified by Rule
0-3.
Exhibit No. Description
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3(i) - Certificate of Incorporation of the Company, as amended by a
Certificate of Amendment.(3)(Exhibit 3.1(i))
3(ii) - By-laws of the Company as amended.
4.1 - Specimen stock certificate representing the Common Stock.(3)
(Exhibit 4.1)
10.1 - Administrative Services Agreement dated as of December 1, 1993,
between the Company and Safeguard Scientifics, Inc.(3)(Exhibit
10.1)
10.2 - Asset Purchase Agreement dated as of March 18, 1987 between
COMSAT Telesystems, Inc. and the Company.(1)(Exhibit 10.2)
*10.3 - 1982 Stock Option Plan.(1)(Exhibit 10.3)
*10.4 - 1993 Equity Compensation Plan, as amended and restated.(3)
(Exhibit 10.4)
*10.4.1 Stock Ownership Plan
*10.5 - Form of Non-Qualified Stock Option Agreement of the Company for
Employees.(2)(Exhibit 10.5)
*10.6 - Form of Non-Qualified Stock Option Agreement of the Company for
Directors.(2)(Exhibit 10.6)
*10.7 - Form of Incentive Stock Option Agreement of the Company for
Employees.(2)(Exhibit 10.7)
10.8 - Lease dated as of February 1, 1980, as amended, between LE-AX
Corp. and the Company, for the property at 60 Commerce Drive,
Hauppauge, New York.(1)(Exhibit 10.8)
10.9.1 - Lease dated as of July 31, 1992 between Linpro Lansdowne Two
Limited Partnership and the Company, for the property at 44084
Riverside Parkway, Leesburg, Virginia.(1)(Exhibit 10.9.1)
10.9.2 - Sublease dated as of August 1993 between G.D. Searle & Co. and
the Company, for the property at 44084 Riverside Parkway,
Leesburg, Virginia.(1)(Exhibit 10.9.2)
10.10 - Lease dated as of October 15, 1990 between Kibswell Holdings
Limited and the Company, for the property at Unit B The
Quadrant, Barton Lane, Abingdon, England.(1)(Exchange 10.10)
10.11 - Tax Agreement dated January 1, 1983 between Safeguard
Scientifics, Inc. and the Company.(1)(Exhibit 10.11)
*10.12 - Severance and Non-Competition Agreement dated as of February
10, 1994 between Daniel McGinnis and the Company.(1)(Exhibit
10.12)
10.13 - Form of Demand Promissory Note of Safeguard Scientifics, Inc.,
dated April 2, 1993, payable to the Company, as amended by
letter Agreement dated January 12, 1994.(1)(Exhibit 10.13)
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Coherent Communications Systems Corp.
10.14 - Form of Promissory Note of the Company payable to Safeguard
Scientifics, Inc. with respect to the redemption of redeemable
convertible preferred stock.(3)(Exhibit 10.14)
10.15 - Supply and License Agreement dated February 7, 1992, between
the Company and TRT Telecommunications Radioelectriques et
Telephoniques.(1)(Exhibit 10.15)
10.16 - International Distribution Agreement dated as of January 2,
1992 between the Company and Cohpac Communications Systems Pty
Limited.(1)(Exhibit 10.16)
10.17 - North America Value Added Reseller Agreement dated as of
December 7, 1992 between the Company and Wandel & Goltermann
Inc.(1)(Exhibit 10.17)
*10.18 - Management Incentive Compensation Plan, as adopted by the
Company.(2)(Exhibit 10.18)
10.19 - License Agreement, effective as of June 1, 1994, between the
Company and Systems Technology Associates, Inc. (3)(Exhibit
10.19)
*10.20 - Notes of Daniel L. McGinnis dated October 19, 1994 and December
20, 1994, payable to the Company.(4) (Exhibit 10.20)
**10.21 - Value Added Reseller Agreement dated December 31, 1992 as
amended June 13, 1995 between the Company and Nokia
Telecommunications Oy
11.1 - Computation of net income per share.
21.1 - Subsidiary of registrant.
23.1 - Consent of KPMG Peat Marwick LLP.
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(1) Filed on March 31, 1994 as an exhibit to the Company's Registration
Statement on Form S-1 (No.33-77160) and incorporated by reference.
(2) Filed on May 24, 1994 as an exhibit to the Company's Registration Statement
on Form S-1 Amendment #1 (No.33-77160) and incorporated by reference.
(3) Filed on June 10, 1994 as an exhibit to the Company's Registration Statement
on Form S-1 Amendment #2 (No.33-77160) and incorporated by reference.
(4) Filed as an exhibit to the Company's Annual Report on Form 10-K for the year
ended December 31, 1994 and incorporated by reference.
* Management contracts for compensatory plan or arrangement.
** Confidential portions of the exhibit have been omitted and filed separately
with the Securities and Exchange Commission pursuant to a request for
confidential treatment.
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