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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
[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:
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
STB SYSTEMS, INC. 401(k) SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
STB SYSTEMS, INC.
1651 North Glenville Drive
Richardson, Texas 75081
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REQUIRED INFORMATION
The following financial statements and forms are furnished with this
Form 11-K Annual Report for the STB Systems, Inc. 401(k) Savings Plan (the
"Plan"):
1. Statement of Net Assets Available for Plan Benefits for the Plan's
Calendar Years Ending December 31, 1994 and 1995.
2. Statement of Changes in Net Assets Available for Plan Benefits for
the Plan's Calendar Year Ending December 31, 1995.
3. Item 27a (Schedule of Assets Held for Investment Purposes as of
December 31, 1995) (Schedule 1).
4. Item 27d (Schedule of Reportable Transactions for the Plan's Calendar
Year Ended December 31, 1995).
Each of the statements set forth in items 1 through 4 above has been
prepared in accordance with the financial reporting requirements of the
Employee Retirement Income Security Act of 1974, as amended.
-1-
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STB SYSTEMS, INC. 401(k) SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
- -----------------------------------------------------------------------------
December 31,
----------------------
1995 1994
--------- --------
ASSETS
Investments (Note 3) $ 873,853 $573,988
Participant notes receivable 12,654 5,643
--------- --------
Net assets available for plan benefits $ 886,507 $579,631
--------- --------
--------- --------
The accompanying notes are an integral
part of the financial statements.
2
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STB SYSTEMS, INC. 401(k) SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
- -----------------------------------------------------------------------------
Year Ended
December 31,
1995
------------
Additions to net assets:
Participant contributions $242,553
Employer contributions 35,677
Investment income:
Unrealized gains 82,234
Interest income 8,008
Other 1,948
--------
370,420
--------
Deductions from net assets:
Distributions paid to participants 63,544
--------
63,544
--------
Net increase in net assets available for plan benefits 306,876
--------
Net assets available for plan benefits:
Beginning of year 579,631
--------
End of year $886,507
--------
--------
The accompanying notes are an integral
part of the financial statements.
3
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STB SYSTEMS, INC. 401(k) SAVINGS PLAN
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- -----------------------------------------------------------------------------
1. DESCRIPTION OF PLAN
The following description of the STB Systems, Inc. 401(k) Savings Plan
(the "Plan") provides only general information. Participants should
refer to the Plan document for a more complete description of the Plan's
provisions.
GENERAL
The Plan, established in 1991, is a nondiscriminatory defined
contribution plan for all employees of the Company who have completed six
months of credited service and elect to participate. The Plan is subject
to the provisions of the Employee Retirement Income Security Act of 1974
(ERISA), and has been amended to incorporate legislative changes required
by the various tax acts enacted since 1984.
CONTRIBUTIONS
Eligible employees may elect to make contributions to the Plan by means
of compensation reductions of up to 15% of their compensation. Employees
may allocate their contributions to investment options in 1% increments.
The Company matches 25% of each dollar of employee tax deferred
contributions up to a maximum of 4% of each employee's annual pay.
PARTICIPANTS' ACCOUNTS
Participants' accounts are credited with the participants' contributions
and an allocation of (a) the Company's contribution and (b) Plan earnings.
VESTING OF CONTRIBUTIONS
Participants' contributions to the Plan are 100% vested at all times.
Employer contributions to the Plan are vested in accordance with a Plan
document schedule based on the participant's length of service with the
Company. The schedule provides for full vesting after five years of
credited service.
INVESTMENT OPTIONS
Eligible participants have five investment options including a Fixed
Income option, a Balanced option, a Growth stock option, an Aggressive
Growth option, and a Bond option.
On February 14, 1995, participants in the Plan were granted a one-time
option to reallocate existing participant investment accounts to purchase
STB Systems, Inc. common stock in conjunction with the Company's initial
public offering which became effective February 14, 1995.
The assets from a predecessor custodian remain with New England Company
as custodian and are included in Plan assets. These assets are a prior
fixed income option. No further contributions can be made to this
investment option.
Participants may change their investment options daily.
4
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STB SYSTEMS, INC. 401(k) SAVINGS PLAN
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- -----------------------------------------------------------------------------
PAYMENT OF BENEFITS
In the event of a participant's termination of employment, retirement,
disability, or death, the participant or beneficiary may elect to receive
an amount equal to the vested value of their account in either a lump-sum
or periodic payments of substantially equal installments at least
annually. At December 31, 1995, $6,076 remained in the Plan which related
to an employee who withdrew from the Plan during 1995.
PARTICIPANT NOTES RECEIVABLE
Participants may borrow from their fund accounts a minimum of $1,000 up
to a maximum equal to the lesser of $50,000 or 50 percent of their vested
account balance. All loans are required to be repaid within five years
unless the loan is to be used for the purchase of a primary residence.
The loans are secured by the balance in the participant's account and
bear interest at prime plus 1%. Principal and interest are repaid
through payroll deductions.
FORFEITED ACCOUNTS
At December 31, 1995, forfeited nonvested accounts totaled $1,869.
These funds were held in a Money Market account at December 31, 1995 and
will be used to reduce future employer contributions.
EXPENSES OF ADMINISTERING THE PLAN
The Company pays expenses incurred in the administration of the Plan,
except for expenses relating to assets held by New England Company which
are paid by the participants.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The financial statements of the Plan are prepared in accordance with
generally accepted accounting principles. Assets are stated at market
value; unrealized appreciation and depreciation of the assets are
reflected in the asset balances. Gains or losses on investments are
realized at the time of sale.
FEDERAL INCOME TAXES
Management believes that the Plan is qualified under Section 401(a) of
the Internal Revenue Code and therefore believes the trust is exempt from
taxation under Section 501(a). The Internal Revenue Service granted a
favorable letter of determination to the Plan in October, 1993. Generally,
contributions to a qualified plan are deductible by the Company when made,
earnings of the trust are tax exempt, and participants are not taxed on
their benefits until withdrawn from the Plan.
5
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STB SYSTEMS, INC. 401(k) SAVINGS PLAN
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- -----------------------------------------------------------------------------
Management is unaware of any variations in the operations of the Plan
from the terms of the Plan document as amended. The Plan has complied
with the fidelity bonding requirements of ERISA.
VALUATION OF SECURITIES
Valuation of securities is based on the last recorded sales price at
year-end, as reported by the principal security exchange on which the
security is traded. Securities transactions are recorded on a trade-date
basis.
RECOGNITION OF INTEREST INCOME
Interest is recognized on an accrual basis.
DETERMINATION OF UNREALIZED GAIN OR LOSS ON INVESTMENTS
Unrealized appreciation or depreciation in the fair value of investments
held at year-end and gain or loss on sale of investments during the year
are determined using the fair value at the beginning of the year or
purchase price if acquired during the year.
REPORTABLE TRANSACTIONS
For the Plan year 1995, the reportable transactions as defined in Item
27d and Part V of Form 5500 are listed in Schedule II, page 13.
3. INVESTMENTS
Investments are maintained by Nationwide Mutual Insurance Company as
custodian, except for assets from a predecessor custodian which are held
by New England Company.
Investments representing 5% or more of net assets available for plan
benefits at December 31, 1995 were as follows:
Fair
Fund Description Value
------------------------ --------
Company common stock $ 72,618
Fidelity Magellan 303,152
Fidelity Puritan 179,722
Bond Fund of America 46,141
Fixed Fund 77,654
Twentieth Century Growth 95,903
New England Guaranteed 96,794
6
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STB SYSTEMS, INC. 401(k) SAVINGS PLAN
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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Investments representing 5% or more of net assets available for plan
benefits at December 31, 1994 were as follows:
Fair
Fund Description Value
------------------------ --------
Fidelity Magellan $191,516
Fidelity Puritan 121,024
Bond Fund of America 29,287
Nationwide Guaranty 40,439
Twentieth Century Growth 89,146
New England Guaranteed 102,576
7
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STB SYSTEMS, INC. 401(k) SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
BY INVESTMENT OPTIONS AT DECEMBER 31, 1995
- -----------------------------------------------------------------------------
<TABLE>
COMPANY TWENTIETH NEW
TOTAL COMMON FIDELITY FIDELITY BOND FUND FIXED CENTURY ENGLAND MONEY LOAN
PLAN STOCK MAGELLAN PURITAN OF AMERICA FUND GROWTH GUARANTEED MARKET ACCOUNT
-------- ------- -------- -------- ---------- ------- --------- ---------- ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Investments $873,853 $72,618 $303,152 $179,722 $46,141 $77,654 $95,903 $96,794 $1,869 $ -
Participant notes
receivable 12,654 - - - - - - - - 12,654
-------- ------- -------- -------- ------- ------- ------- ------- ------ -------
Net assets available
for plan benefits $886,507 $72,618 $303,152 $179,722 $46,141 $77,654 $95,903 $96,794 $1,869 $12,654
-------- ------- -------- -------- ------- ------- ------- ------- ------ -------
-------- ------- -------- -------- ------- ------- ------- ------- ------ -------
</TABLE>
8
<PAGE>
STB SYSTEMS, INC. 401(k) SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
BY INVESTMENT OPTIONS AT DECEMBER 31, 1994
- -----------------------------------------------------------------------------
<TABLE>
COMPANY TWENTIETH NEW
TOTAL COMMON FIDELITY FIDELITY BOND FUND FIXED CENTURY ENGLAND MONEY LOAN
PLAN STOCK MAGELLAN PURITAN OF AMERICA FUND GROWTH GUARANTEED MARKET ACCOUNT
-------- ------- -------- -------- ---------- ------- --------- ---------- ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Investments $573,988 $ - $191,516 $121,024 $29,287 $40,439 $89,146 $102,576 $ - $ -
Participant notes
receivable 5,643 - - - - - - - 5,643
-------- ------- -------- -------- ------- ------- ------- -------- ------ ------
Net assets available
for plan benefits $579,631 $ - $191,516 $121,024 $29,287 $40,439 $89.146 $102,576 $ - $5,643
-------- ------- -------- -------- ------- ------- ------- -------- ------ ------
-------- ------- -------- -------- ------- ------- ------- -------- ------ ------
</TABLE>
9
<PAGE>
STB SYSTEMS, INC. 401(k) SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
BY INVESTMENT OPTIONS FOR THE YEAR ENDED DECEMBER 31, 1995
- ------------------------------------------------------------------------------
<TABLE>
COMPANY TWENTIETH NEW
TOTAL COMMON FIDELITY FIDELITY BOND FUND FIXED CENTURY ENGLAND MONEY LOAN
PLAN STOCK MAGELLAN PURITAN OF AMERICA FUND GROWTH GUARANTEED MARKET ACCOUNT
--------- ------- -------- -------- ---------- ------- --------- ---------- ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Additions to net assets:
Contributions by:
Participants $242,553 $ - $ 98,908 $ 64,735 $13,818 $29,068 $ 36,024 $ - $ - $ -
STB Systems, Inc. 35,677 - 13,638 9,678 2,609 4,536 5,216 - - -
Unrealized gains (losses) 82,234 (20,826) 60,975 23,632 5,327 - 12,537 - - 589
Interest income 8,008 - - - - 3,420 - 4,571 17 -
Loan repayments - - 1,795 1,287 193 215 1,028 - - (4,518)
Other 1,948 - 17 (309) (59) (6) 453 - 1,852 -
Transfers between funds - 93,444 (43,682) (25,804) (3,433) 1,739 (22,264) - -
-------- -------- -------- -------- ------- ------- -------- -------- ------ --------
370,420 72,618 131,651 73,219 18,455 38,972 32,994 4,571 1,869 (3,929)
-------- -------- -------- -------- ------- ------- -------- -------- ------ --------
Deductions from net assets:
Distributions paid to
participants 63,544 - 15,848 10,448 1,601 132 25,268 9,368 - 879
Loans to participants - - 4,167 4,073 - 1,625 969 985 - (11,819)
-------- -------- -------- -------- ------- ------- -------- -------- ------ --------
63,544 - 20,015 14,521 1,601 1,757 26,237 10,353 - (10,940)
-------- -------- -------- -------- ------- ------- -------- -------- ------ --------
Net increases in net assets
available for plan benefits 306,876 72,618 111,636 58,698 16,854 37,215 6,757 (5,782) 1,869 7,011
Net assets available for
plan benefits:
Beginning of year 579,631 - 191,516 121,024 29,287 40,439 89,146 102,576 - 5,643
-------- -------- -------- -------- ------- ------- -------- -------- ------ --------
End of year $886,507 $ 72,618 $ 303,152 $179,722 $46,141 $77,654 $ 95,903 $ 96,794 $1,869 $ 12,654
-------- -------- -------- -------- ------- ------- -------- -------- ------ --------
-------- -------- -------- -------- ------- ------- -------- -------- ------ --------
</TABLE>
10
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REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Administrator of the
STB Systems, Inc. 401(k) Savings Plan
In our opinion, the accompanying statement of net assets available for plan
benefits and the related statement of changes in net assets available for
plan benefits present fairly, in all material respects, the net assets
available for plan benefits of the STB Systems, Inc. 401(k) Savings Plan at
December 31, 1995 and 1994, and the changes in net assets available for plan
benefits for the year ended December 31, 1995, 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.
Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The additional information included
in Schedules I and II is presented for purposes of additional analysis and is
not a required part of the basic financial statements but is additional
information required by ERISA. Such information has been subjected to the
auditing procedures applied in the audit of the basic financial statements
and, in our opinion, is fairly stated in all material respects in relation to
the basic financial statements taken as a whole.
/s/ PRICE WATERHOUSE LLP
Dallas, Texas
April 30, 1996
11
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STB SYSTEMS, INC. 401(k) SAVINGS PLAN SCHEDULE I
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AT DECEMBER 31, 1995
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Identity of issue, borrower, Description of investment including maturity date,
lessor or similar party rate of interest, collateral, par, or maturity value
- -------------------------------- ----------------------------------------------------
Current
Cost value
---------- ---------
<S> <C> <C> <C>
STB Systems, Inc. Common Stock $ 91,928 $ 72,618
Fidelity Magellan Mutual Fund 303,152 303,152
Fidelity Puritan Mutual Fund 179,722 179,722
Bond Fund of America Bond Fund 46,141 46,141
Fixed Fund Nationwide Guaranty Fund
(6.2% guaranteed interest rate for 1995) 77,654 77,654
Twentieth Century Growth Mutual Fund 95,903 95,903
New England Guaranteed New England Guaranteed (5.85% guaranteed
interest rate for 1995) 96,794 96,794
Money Market Money Market 1,869 1,869
Participant Loans General purpose loans, maturing from 2/96 to
8/00 bearing interest at 7.0% to 9.75% 12,654 12,654
---------- ---------
$ 905,817 $ 886,507
---------- ---------
---------- ---------
</TABLE>
12
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SCHEDULE II
STB SYSTEMS, INC. 401(k) SAVINGS PLAN
ITEM 27d-SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
- -----------------------------------------------------------------------------
<TABLE>
Current
value
Description of asset Expense of asset on
Identity of (include interest rate and Purchase Selling Lease incurred with Cost of transaction Net
party involved maturity in case of loan) price price rental transaction asset date gain (loss)
- -------------- -------------------------- -------- ------- ------ ------------- ------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Series of Transactions:
Nationwide Company Common Stock $ 99,480 $ - $ - $ - $ 99,480 $ 99,480 $ -
Mutual Fidelity Magellan 114,341 - - - 114,341 114,341 -
Insurance Fidelity Magellan - 43,073 - - 43,073 43,073 -
Company Fidelity Puritan 75,700 - - - 75,700 75,700 -
Fixed Fund 33,819 - - - 33,819 33,819 -
Twentieth Century Growth 42,268 - - - 42,268 42,268 -
</TABLE>
This supplemental schedule lists series of transactions in excess of 5% of
the fair market values of the respective fund assets at the beginning of the
year as required by the Department of Labor Rules and Regulations for
Reporting and Disclosure.
13
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EXHIBITS
23.1 Consent of Price Waterhouse LLP, Independent Accountants.
14
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees of the STB Systems 401(k) Savings Plan have duly caused this Annual
Report to be signed on its behalf by the undersigned, hereunto duly
authorized.
STB SYSTEMS, INC. 401(k) SAVINGS PLAN
By: Southwest Guaranty Trust Company, Plan Trustee
Dated: June 27, 1996 By: /s/ CAROL J. PRESTON
-------------------------------------------
Printed Name: Carol J. Preston
---------------------------------
Title: Senior Vice President and Trust Officer
----------------------------------------
15
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INDEX TO EXHIBITS
Exhibit Number
- --------------
23.1 Consent of Price Waterhouse LLP,
Independent Accountants
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 dated February 6, 1996 (No. 333-1148) of STB
Systems, Inc., of our report dated April 30, 1996 appearing in this annual
report of the STB Systems, Inc. 401(k) Savings Plan on Form 11-K for the year
ended December 31, 1995.
PRICE WATERHOUSE LLP
Dallas, Texas
June 28, 1996
