UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended May 31, 1998
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
Commission File No.: 0-25592
PERIPHONICS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 11-2699509
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4000 Veterans Memorial Highway, Bohemia, N.Y. 11716
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (516) 468-9000
Securities registered pursuant to Section 12(b) of the Act: None.
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
(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 12,299,464 of Common Stock held by
non-affiliates of the Company as of August 25, 1998 is $78,409,083.
The number of shares outstanding of each of the registrant's classes of
common equity as of August 25, 1998 is as follows:
Class of Common Equity Number of Shares
Common Stock 13,519,305
par value $.01
The information required by Part III of this Form 10-K is incorporated by
reference from the Registrant's definitive proxy statement to be filed with the
Commission on or before September 28, 1998.
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10. COMMITMENTS AND CONTINGENCIES
b. Employment contracts - The Company had entered into employment contracts
with seven officers expiring through December 31, 1996. These agreements allowed
for aggregate annual base compensation of $1,698 as well as bonuses based
primarily on the profit growth of the Company, as defined in the Company's
performance incentive plan. On March 30, 1995, the Company terminated certain of
the employment contracts and replaced them with revised contracts. The revised
contracts terminate on May 31, 2000 and allow for aggregate annual base
compensation consistent with the previous agreements as well as annual bonuses
to be determined in accordance with the provisions of the Company's performance
incentive plan. In addition, these revised employment contracts automatically
self renew for consecutive two-year terms unless at least one year prior to the
expiration of the existing term either party gives notice of cancellation.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
PERIPHONICS CORPORATION
Registrant
By: /s/Peter J. Cohen
-----------------------------
Peter J. Cohen, President
Dated: August 31, 1998
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/Peter J. Cohen Chairman of the Board, President and Chief September 3, 1998
- --------------------- Executive Officer (Principal Operating Officer)
Peter J. Cohen
/s/Richard A. Daniels Senior Vice President, Treasurer and Director September 3, 1998
- ---------------------
Richard A. Daniels
/s/Kevin J. O'Brien Chief Financial Officer, Vice President-Finance September 3, 1998
- -------------------- and Administration (Principal Accounting and
Kevin J. O'Brien Financial Officer), Secretary and Director
/s/Jayandra Patel Sr. Vice President-Product Development, Assistant September 3, 1998
- --------------------
Jayandra Patel Treasurer and Director
/s/Edward H. Blum Director September 3, 1998
- --------------------
Edward H. Blum
/s/Peter Breitstone Director September 3, 1998
- --------------------
Peter Breitstone
</TABLE>
