Telecommunication Systems (TSYS) 11-K Annual report of employee stock purchases

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

For the fiscal year ended January 31, 2015

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1943

Commission File No. 0-30821

A. Full title of the plan and the address of the plan, if different from that of the issuer named below:

TeleCommunication Systems, Inc. Employee Stock Purchase Plan

TeleCommunication Systems, Inc.

275 West Street

Annapolis, MD 21401

B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

TeleCommunication Systems, Inc.

275 West Street

Annapolis, MD 21401

TeleCommunication Systems, Inc. Employee Stock Purchase Plan

TABLE OF CONTENTS

	PAGE
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		1
FINANCIAL STATEMENTS
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS		2
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS		3
NOTES TO FINANCIAL STATEMENTS		4

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors of TeleCommunication Systems, Inc. and Administrator of

TeleCommunication Systems, Inc. Employee Stock Purchase Plan

We have audited the accompanying statements of net assets available for plan benefits of TeleCommunication Systems, Inc. Employee Stock Purchase Plan (the “Plan”) as of January 31, 2015 and 2014, and the related statements of changes in net assets available for plan benefits for each of the years in the three-year period ended January 31, 2015. These financial statements are the responsibility of the Plan’s Administrator. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also 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, 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 plan benefits of the TeleCommunication Systems, Inc. Employee Stock Purchase Plan as of January 31, 2015 and 2014 and the changes in net assets available for plan benefits for each of the years in the three-year period ended January 31, 2015, in conformity with accounting principles generally accepted in the United States of America.

/s/ CohnReznick LLP

Bethesda, Maryland

April 29, 2015

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TeleCommunication Systems, Inc. Employee Stock Purchase Plan

STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS

January 31, 2015 and 2014

	2015		2014
Participant deposits due from employer	$	103,249	$	74,181
Total Assets		103,249		74,181
Stock purchase payable		96,764		72,033
Benefits payable		6,485		2,148
Total Liabilities		103,249		74,181
Net assets available for plan benefits	$	—	$	—

See notes to financial statements

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TeleCommunication Systems, Inc. Employee Stock Purchase Plan

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS

For the Years Ended January 31, 2015, 2014 and 2013

	2015		2014		2013
Additions:
Participant contributions	$	371,522	$	74,181	$	807,085
Total additions to net assets available for plan benefits		371,522		74,181		807,085
Deductions:
Terminations and withdrawals		2,615		—		177,598
Contributions used for stock purchases		265,658		—		629,487
Contributions held for future stock purchases		103,249		74,181		—
Total deductions from net assets available for plan benefits		371,522		74,181		807,085
Net change in net assets available for plan benefits		—		—		—
Net assets available for plan benefits, beginning of year		—		—		—
Net assets available for plan benefits, end of year	$	—	$	—	$	—

See notes to financial statements

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TeleCommunication Systems, Inc. Employee Stock Purchase Plan

NOTES TO FINANCIAL STATEMENTS

January 31, 2015 and 2014

NOTE 1 – PLAN DESCRIPTION

TeleCommunication Systems, Inc. Employee Stock Purchase Plan (the “Plan”) was approved by the shareholders of TeleCommunication Systems, Inc. (the “Employer” or “TCS”) effective November 1, 2000, to enable eligible employees of the Employer and its designated subsidiaries to purchase shares of the Employer’s common stock at a discount from fair market value. The Plan is intended to benefit the Employer by increasing the employees’ interest in the Employer’s growth and success, and encouraging employees to remain employees of the Employer or its designated subsidiaries. The Plan covers substantially all of the employees of the Employer and its designated subsidiaries. The Plan is governed by Section 423 of the Internal Revenue Code and is not subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”). More details regarding the Plan provisions may be found in the Plan document.

As of January 31, 2015, the total number of shares of $0.01 par value common stock of the Employer that were registered for purchase by participants was 4,384,932. The number of shares purchased under the Plan since 2000 is 2,544,944, and the common stock reserved for future employee purchases aggregated 1,839,988 shares. There are no other investment options for participants. Shares committed to purchase under the Plan in the most recent fiscal Plan year were 39,985 shares.

The Plan may be terminated at any time by the Employer’s Board of Directors. For the year ended January 31, 2013, the Plan was suspended by the Board of Directors pending a vote by the shareholders authorizing the issuance of additional shares for the Plan. The Plan was reinstated and the total number of shares authorized for issuance under the Plan on or after May 1, 2013, was increased by 2,000,000 shares of Class A common stock of TCS, raising the total to 4,384,932.

All regular full-time employees or regular part-time employees of the Employer may participate in the Plan, provided that they are scheduled to work at least 20 hours per week and they own less than 5% of the Employer’s common stock. An option period is determined at the discretion of the Employer’s Board of Directors (the Administrator). The Plan year is from February 1 through January 31, with purchase periods at three month intervals. For the years ended January 31, 2015, 2014 and 2013, there were four option periods, one option period and three option periods, respectively.

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TeleCommunication Systems, Inc. Employee Stock Purchase Plan

NOTES TO FINANCIAL STATEMENTS - CONTINUED

January 31, 2015 and 2014

Participants contribute after-tax payroll deductions of any whole number percentage of the base salary and overtime excluding bonuses, commissions, vacation pay, and includible income resulting from stock options or restricted stock, or other extraordinary compensation. The employee may also deposit money into the Plan directly by personal check given to the Plan Administrator in accordance with the Plan document. During the Plan year ended January 31, 2013, all contributions to the Plan could not exceed $10,500 of compensation payable during the Plan year. Effective May 1, 2013, the Plan was amended to limit all contributions to the Plan to $2,000 of compensation payable during each option period. The Employer does not provide a matching or discretionary contribution, and contributions do not earn interest. Participants’ payroll deductions are accumulated during the option period. Shares are purchased on the last day of the option period at a purchase price equal to 85% of the fair market value of the common stock on the first or last trading day of the option period, whichever is lower. All shares purchased are deposited in the participant’s account at Wells Fargo Advisors, LLC, the Agent Broker. Generally, any balance remaining in an employee’s account after the exercise date will be carried forward into the employee’s account for the next option period. If the employee does not participate in that option period, the amount remaining will be refunded.

During the Plan year ended January 31, 2013, the maximum number of shares of common stock that each employee may purchase under the Plan during any option period was 2,100 shares, subject to the limitations set forth in Section 423(b)(8) of the Internal Revenue Code (the Code). Effective May 1, 2013, the Plan was amended to limit the maximum number of shares that an employee may purchase during any option period to 1,500 shares, subject to the limitations set forth in Section 423(b)(8) of the Code. Participants are not permitted to purchase common stock in any one calendar year having an aggregate fair market value in excess of $25,000. The fair market value of such common stock is determined at the time each option to purchase shares is granted.

All funds contributed to the Plan may be used by the Employer for any corporate purpose until applied to the purchase of common stock or refunded to the participant. Funds are commingled with other general corporate funds and are not segregated by the Employer.

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TeleCommunication Systems, Inc. Employee Stock Purchase Plan

NOTES TO FINANCIAL STATEMENTS - CONTINUED

January 31, 2015 and 2014

In the event of a participant’s termination, death, or retirement, any remaining account balance will be distributed to the participant or the participant’s estate.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation of Financial Statements

The accompanying financial statements are presented on the accrual basis of accounting. The Plan’s contribution is maintained by the Employer on behalf of the Plan. The Plan’s administrative expenses are paid by the Employer.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of additions and deductions during the reporting period. Actual results could differ from those estimates.

Participant Contributions

Participant contributions are recorded in the period in which funds are either withheld from a participant’s compensation or received by personal check.

Plan Expenses

The Company bears all cost in connection with the Plan, including administrative fees and all fees associated with the issuance of common stock. The Plan participant is responsible for all individual brokerage fees and related expenses associated with the sale of common stock.

Risks and Uncertainties

The Plan holds as its only asset, the accumulated participant contributions representing payroll deductions due from the Company and personal checks due from employees. As such, the Plan is exposed to concentration of credit risk.

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TeleCommunication Systems, Inc. Employee Stock Purchase Plan

NOTES TO FINANCIAL STATEMENTS - CONTINUED

January 31, 2015 and 2014

Income Tax Status

It is the intent of the Company that the Plan complies in all respects with applicable requirements of Section 423 of the Code. Under existing federal income tax laws, the Plan is not subject to federal income tax, therefore no provision for income taxes is included in the financial statements. Under Section 423 of the Code, participants in the United States of America may receive certain favorable tax benefits by purchasing and selling stock issued under the Plan. Employees in the United States of America participating in the Plan receive a purchase price discount at the date of purchase but do not recognize taxable income until the shares are subsequently sold.

NOTE 3 – SUBSEQUENT EVENTS

Management has considered material subsequent events for disclosure and recognition through the filing date of these financial statements and concluded that no subsequent events have occurred that would require recognition in the financial statements or disclosure in the notes to the financial statements.

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