FORM 10-K/A Amendment No. 1 to Form 10-K, filed December 26, 1996 Securities and Exchange Commission Washington, D.C. 20549 Commission File No. 1-6435 - ------------------------------------------------------------------------------- (Mark One) [X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended June 30, 1996 or [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period From to -------------- -------------- - ------------------------------------------------------------------------------- BBN Corporation (formerly Bolt Beranek and Newman Inc.) (Exact name of registrant as specified in its charter) Massachusetts 04-2164398 (State of Incorporation) (IRS Employer Identification Number) 150 CambridgePark Drive, Cambridge, Massachusetts 02140 (Address of principal executive offices) (Zip Code) (6l7) 873-2000 (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 Common Stock, $1.00 par value New York Stock Exchange 6% Convertible Subordinated Debentures New York Stock Exchange Common Stock Purchase Rights New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: - ------------------------------------------------------------------------------- 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 the 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 ] State the aggregate market value of the voting stock held by non-affiliates of the registrant. Market value at 9/17/96 of Common Stock held by other than directors and officers of registrant: $387,219,840 Indicate the number of shares outstanding of each of the registrant's classes of common stock. Common Stock, $1.00 par value, outstanding 9/17/96: 20,962,734 shares - ------------------------------------------------------------------------------- Documents Incorporated by Reference Portions of the definitive Proxy Statement dated October 2, 1996 relating to the Annual Meeting held on November 6, 1996 are incorporated by reference into Items 10, 11, 12, and 13 of Form 10-K. AMENDMENT TO APPLICATION OR REPORT Filed Pursuant to Section 12, 13, or 15(d) of The Securities Exchange Act of 1934 BBN Corporation Form 10-K/A Amendment No. 1 The undersigned registrant hereby amends its Annual Report for the year ended June 30, 1996 on Form 10-K, as set forth in the pages attached hereto, By adding Exhibits 23.1, Consent of Independent Accountants, and 99.1 containing information, financial statements, and exhibits required by Form 11- K with respect to the Bolt Beranek and Newman Inc. Retirement Trust. Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on behalf of the undersigned, thereunto duly authorized. BBN Corporation By: Paul F. Brauneis Vice President and Corporate Controller December 26, 1996 Exhibit Index ------------- Exhibit - ------- 23.1 Consent of Independent Accountants 99.1 Form 11-K with respect to the Bolt Beranek and Newman Inc. Retirement Trust