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 [Fee Required]
For the fiscal year ended December 31, 1995
or
[ ] Transition report pursuant to Section 15(d) of
the Securities Exchange Act of 1934 [No Fee Required]
For the transition period from to
Commission file number: 0-25630
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
U.S. ROBOTICS CORPORATION EMPLOYEE STOCK PURCHASE PLAN
B. Name of the issuer of the securities held pursuant to the
plan and the address of the principal executive office:
U.S. Robotics Corporation
8100 North McCormick Boulevard
Skokie, Illinois 60076
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REQUIRED INFORMATION
Items 1-3. Financial Statements
Listed below are the financial statements included in Form 11-K
for the U.S. Robotics Corporation Employee Stock Purchase Plan:
- Report of Independent Certified Public Accountants
- Statement of Net Assets Available for Benefits as of
December 31, 1995 and 1994
- Statement of Changes in Net Assets Available for Benefits
for the years ended December 31, 1995 and 1994, and for
the period March 9, 1993 through December 31, 1993
- Notes to the Financial Statements
Item 4. ERISA Requirements
The U.S. Robotics Corporation Employee Stock Purchase Plan is not
subject to the requirements of ERISA.
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REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors
U.S. Robotics Corporation
We have audited the accompanying statement of net assets
available for benefits of the U.S. Robotics Corporation Employee
Stock Purchase Plan (the Plan) as of December 31, 1995 and 1994
and the related statement of changes in net assets available for
benefits for the years ended December 31, 1995 and 1994, and for
the period March 9, 1993 through December 31, 1993. These
financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these
statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards 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. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the net assets
available for benefits of the Plan as of December 31, 1995 and
1994, and the changes in net assets available for benefits for
the years ended December 31, 1995 and 1994, and for the period
March 9, 1993 through December 31, 1993, in conformity with
generally accepted accounting principles.
GRANT THORNTON LLP
/s/ Grant Thornton LLP
Chicago, Illinois
September 26, 1996
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the employee
benefit plan) have duly caused this annual report to be signed on
its behalf by the undersigned here unto duly authorized.
U.S. ROBOTICS CORPORATION EMPLOYEE STOCK PURCHASE PLAN
By: /s/ Steven T. Campbell
Steven T. Campbell
Vice President and Controller, U.S. Robotics Corporation
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U.S. ROBOTICS CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1995 AND 1994
1995 1994
--------- ---------
Cash and cash equivalents $9,530 $38,518
Contributions receivable 588,557 6,689
Investment in U.S. Robotics Corporation
common stock at market (39,873 and 14,428
shares, respectively; at cost,$1,0106,889
and $178,275, respectively) 3,498,939 312,006
--------- ---------
Net assets available for benefits $4,097,026 $357,213
========== =========
See accompanying notes.
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U.S. ROBOTICS CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 1995, 1994, AND PERIOD MARCH 9, 1993
THROUGH DECEMBER 31, 1993
1995 1994 1993
------ ------ ------
Additions to net assets attributed to:
Interest $9,085 $1,206 $340
Megahertz merger (See Note A) 535,088
Participant contributions 1,512,841 149,866 154,610
Unrealized appreciation of 3,180,843 38,921 16,595
investments ========= ======= =======
Total additions 5,237,857 189,993 171,545
Deductions from net assets attributed to:
Participant withdrawals 1,498,044 2,038 2,287
--------- ------- -------
Net increase during the period 3,739,813 187,955 169,258
Net assets available for benefits 357,213 169,258 0
at beginning of period --------- ------- -------
Net assets available for benefits $4,097,026 $357,213 $169,258
end of period ========== ======== ========
See accompanying notes.
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U.S. ROBOTICS CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995 and 1994
NOTE A - SUMMARY OF ACCOUNTING POLICIES
Basis of Presentation
U.S. Robotics Corporation, a Delaware Corporation ("USR"), was
organized to effect a corporate reorganization of U.S. Robotics,
Inc. ("Robotics") whereby Robotics became, on February 22, 1995,
a wholly-owned subsidiary of a new publicly-held parent
corporation, USR. All of the outstanding shares of Robotics at
the time of the reorganization were converted into an equal
number of USR shares. Following the reorganization, the
stockholders of USR had the same voting, dividend and liquidation
rights they had as stockholders of Robotics. In conjunction with
the reorganization, Robotics' name was changed to U.S. Robotics
Access Corp. ("Access"). USR and its subsidiaries, all of which
are wholly-owned, are collectively referred to as the "Company."
The U.S. Robotics Corporation Employee Stock Purchase Plan (the
"Plan") was approved by the Company's stockholders on February
22, 1995. Upon consummation of the aforementioned
reorganization, the Plan was substituted for the existing
Robotics Employee Stock Purchase Plan (the "Predecessor Plan"),
which had been approved and became effective on March 9, 1993.
The Plan is substantially similar to the Predecessor Plan.
Accordingly, the accompanying financial statements are reflective
of the operations of the Plan as a continuation of the
Predecessor Plan.
On February 22, 1995, the stockholders of Robotics and
shareholders of Megahertz Holding Corporation ("Megahertz") each
approved and adopted a plan of merger which resulted in Megahertz
becoming a wholly-owned subsidiary of the Company. All of the
outstanding shares of Megahertz were converted into shares of the
Company. On July 1, 1995, the Megahertz employee stock purchase
plan was merged into the Plan.
The financial statements of the Plan have been prepared in
conformity with generally accepted accounting principles as
applied to employee stock purchase plans and in accordance with
the terms of the Plan. Interest income is recorded when
received.
Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of changes in net assets during the reporting
period. Actual results could differ from these estimates.
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U.S. ROBOTICS CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 1995 and 1994
NOTE B - PLAN DESCRIPTION AND FUNDING POLICY
General
Under the Plan, employees of the Company who meet certain
requirements will be able to purchase shares of U.S. Robotics
Corporation common stock ("Common Stock") at a price equal to 85%
of the fair market value of the stock at prescribed dates. The
maximum number of shares which may be sold under the Plan is
1,000,000. Participants should refer to the Plan agreement for a
more complete description of the Plan's provisions.
Eligibility
Employees of the Company who have been employed by the Company
for more than six months and 500 hours and whose customary
employment is more than twenty hours per week are eligible to
participate in the Plan. However, no employee who would own upon
exercise 5% or more of the total combined voting power of all
classes of stock, no outside director, and no employee who is
subject to Section 16 of the Securities Exchange Act of 1934 (and
who is also a highly compensated employee within the meaning of
Section 414(q) of the Internal Revenue Code) is eligible to
participate.
Offerings
From time to time, but not less frequently than once during any
fiscal year, a committee appointed by the Board of Directors of
the Company ("the Committee") may fix a date ("Offering Date") on
which the Company will make an offer to all eligible employees
of options to purchase Common Stock. In order to participate in
any Offering, an employee must complete and file with the
Committee a Subscription Agreement and any other papers
prescribed by the Committee by a date specified by the Committee
following such Offering Date (the "Subscription Date"). An
eligible employee shall become a "participant" under this Plan
upon the filing of a Subscription Agreement. All Subscription
Agreements shall be dated and shall be effective as of the next
available Subscription Date.
Method of Purchase and Price Date
A Participant shall pay for the shares of Common Stock by
electing to authorize payroll deductions to be made beginning the
first pay period following the Subscription Date and ending the
last pay period of the Subscription Period with such
authorization being any whole number percentage or any specified
even dollar amount, up to but not more than 10% of the
Participant's total compensation as defined by the Plan (but not
less than $30 per bi-weekly payroll or $15 per weekly payroll,
whichever is applicable). Certain participants employed by
foreign subsidiaries of the Company, or whose employment is based
in Canada, may also elect to pay for shares with one lump sum
payment not greater than ten percent of the Participant's total
compensation as defined by the Plan.
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U.S. ROBOTICS CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 1995 and 1994
Each offering shall be for a specified period of time to be fixed
by the Committee on the Offering Date and shall be for no less
than one month and no more than 27 months duration from the
Offering Date. At times specified by the Committee ("Price
Dates"), the Participant shall become entitled to purchase such
number of shares of Common Stock as his accumulated payroll
deductions or lump-sum deposits during the period will purchase,
at a price equal to the lesser of (1) 85% of the fair market
value of a share of Common Stock on the Price Date; or (2) 85% of
the fair market value of a share of Common Stock on the
Subscription Date. The fair market value on the Price Date or
the Subscription Date shall be the closing bid price of such
shares on such date as reported on the NASDAQ system or the last
sales price of such shares on such date on any stock exchange on
which such shares are traded, or if there is no such sale on that
date, the last bid price prior thereto at which such sales were
quoted on the NASDAQ system or the last sales price prior thereto
at which such shares were traded on any stock exchange.
No Participant shall have the right to purchase more than an
aggregate of $25,000 of Common Stock under the Plan and any other
employee stock purchase plan of the Company described in Internal
Revenue Code 423 in any calendar year. The $25,000 limit is
based upon the fair market value per share of the Common Stock
determined as of the time of the Subscription Date or the
equivalent option grant date under another employee stock
purchase plan.
Participants' Accounts
Individual accounts shall be maintained for each Participant.
All payroll deductions or lump-sum payments of a Participant
shall be credited to his or her account under the Plan. A
Participant may discontinue his or her participation in the Plan,
but no other change may be made during the Subscription Period
and, specifically, a Participant may not alter the rate of his or
her payroll deductions for the Offering.
Termination or Amendment of Plan
The Plan will terminate ten years from the effective date,
February 22, 1995, unless terminated sooner. The Board of
Directors of the Company may at any time terminate or amend the
Plan. Certain amendments require stockholder approval. These
include increasing the number of authorized shares, changes in
the class of employees eligible to participate and increasing the
contribution maximum above ten percent of total compensation.
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U.S. ROBOTICS CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 1995 and 1994
NOTE C - INVESTMENTS
The investment funds are allocated to the participants' accounts.
Effective October 1, 1995, employee contributions are withheld by
the Company and remain part of the general funds of the Company.
Prior to this date, employee contributions were placed in a money
market fund held at Alex Brown & Sons, Incorporated. Total
interest income for the periods ended December 31, 1995 and 1994
as a result of this investment were $9,085 and $1,206,
respectively.
Effective October 1, 1995, a Common Stock purchase is generally
paid for from amounts held by the Company. Prior to this date,
Common Stock purchased was generally paid for from the amounts
held in the money market fund held at Alex Brown & Sons,
Incorporated. As of December 31, 1995, Merrill Lynch, Pierce,
Fenner & Smith Incorporated (the "Custodian") has established an
account for the Common Stock allocable to each Participant.
Common Stock is accounted for as a Plan asset until distributed
from these accounts.
NOTE D - COMMON STOCK ISSUABLE
Participant contributions for the subscription period from
October 1, 1995 through December 31, 1995 in the amount of
$588,557 are shown as Contributions Receivable in the Statement
of Net Assets Available for Benefits as of December 31, 1995. In
January 1996, these contributions were used to acquire 8,028
shares of Common Stock at 85% of the fair market value of $86.25
at October 2, 1995 ($73.3125).
NOTE E - BALANCES PAYABLE TO FORMER PARTICIPANTS
In accordance with the American Institute of Certified Public
Accountants guidelines for defined contribution plans, balances
payable to Plan Participants, both active and terminated, are
included in Net Assets Available for Benefits until actually
distributed. At December 31, 1995 and December 31, 1994,
balances payable to Participants who elected partial or full
withdrawals were $0 and $662, respectively.
NOTE F - TAX STATUS
The Plan is intended to qualify as an employee stock purchase
plan in compliance with Section 423 of the Internal Revenue Code
("IRC"). The Plan is not a qualified plan in accordance with IRC
Section 401(a). In addition, the Plan is not subject to the
requirements of ERISA.
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U.S. ROBOTICS CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 1995 and 1994
NOTE G - SUBSEQUENT EVENTS
On April 12, 1996, the Company's Board of Directors approved a
two-for-one split of the Company's common stock in the form of a
100 percent stock dividend. Stockholders of record, including
Plan participants, as of the close of business on April 25, 1996,
received one additional share for each share held. The additional
shares were distributed to stockholders on May 10, 1996. The
number of shares held by the Plan as of December 31, 1995 and
1994 as disclosed in the Statement of Net Assets Available for
Benefits and the maximum number of shares which may be sold under
the Plan as disclosed in Note B do not reflect the 1996 split.
