SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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: COMMISSION FILE NUMBER:
JANUARY 31, 1995 0-3713
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NATIONAL COMPUTER SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
MINNESOTA 41-0850527
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
11000 PRAIRIE LAKES DRIVE
EDEN PRAIRIE, MINNESOTA 55344
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 612/829-3000
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Securities registered pursuant to Section 12(g) of the Act:
Common Shares--par value $.03 a share
(Title of Class)
Rights to Purchase Series A Participating Preferred Stock
(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 such shorter periods 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 amendments to
this Form 10-K. _X_
State the aggregate market value of the voting shares held by non-affiliates of
the registrant as of March 31, 1995.
Common Shares, $.03 par value -- $212,612,000
------------
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of March 31, 1995.
Common Shares, $.03 par value -- 15,342,474 shares
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DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Report to Stockholders for the year ended January 31,
1995 are incorporated by reference into Parts I, II and IV.
Portions of the definitive proxy statement dated April 19, 1995 are incorporated
by reference into Part III.
PART I
ITEM 1. BUSINESS
National Computer Systems, Inc. ("NCS" or the "Company") provides
integrated information management products and services, designed to collect and
interpret data, to four primary markets:
EDUCATION -- NCS develops and markets systems and services which include
optical scanning systems, related proprietary software, hardware and software
maintenance, scannable documents, proprietary student and financial
administrative systems, assessment test processing and other data gathering and
processing services.
BUSINESS AND GOVERNMENT -- The Company develops and markets optical
scanning hardware, image-based data collection systems, related work stations,
proprietary software and scannable documents. Using forms-based data entry
scanning technology, customers are able to automate labor-intensive data
collection and information processes with significantly increased efficiency and
accuracy. Data gathering and processing services are also provided.
HEALTH CARE -- The Company publishes and markets psychological assessment
instruments, scoring systems and scanning products to clinical professionals in
the behavioral and mental health markets. Organizational survey and assessment
testing and services and vocational counseling tests are marketed to the
corporate human resources market. The Company markets optical scanning hardware
and proprietary software for patient data collection and administrative
management.
BANKING AND FINANCIAL -- NCS develops and markets computer-based systems
with proprietary software and services for automating asset management in the
financial services industry, primarily banking.
Applications for NCS' products and services within the education market
include administrative applications such as attendance, scheduling, grade
reporting and registration/enrollment; library and inventory management;
financial management and payroll; and testing applications including test
generation, teacher-created tests and norm- or criterion- referenced testing.
NCS also provides scanning and computer processing services for the large
volume, complex processing needs of major test publishers, state education
agencies, the federal government and local school districts.
In the business, government and health care marketplaces, the Company's
products and services are directed to sales/marketing applications including
sales/order entry, customer satisfaction surveys and customer data collection;
operations applications including quality measurement and inventory analysis;
administrative applications including billing, collections and payroll; general
data collection, analysis and management; health care administration including
the gathering of individual patient information; human resource applications
including applicant tracking, benefits enrollment and employee evaluation;
aptitude, vocational interest and organizational assessment testing; and surveys
or ballots.
The Company provides the financial services marketplace with computer-based
systems including proprietary software products and services for automated asset
management systems for trust asset management in personal trust, corporate
trust, private banking and employee benefits accounting.
NCS operates two business segments: (1) Optical Scanning Products, Services
and Related Software and (2) Financial Systems. See Note 11 -- Business Segment
Data of Notes to Consolidated Financial Statements included in the Annual Report
to Stockholders for the year ended January 31, 1995, incorporated herein by
reference.
The Company's headquarters are located at 11000 Prairie Lakes Drive, Eden
Prairie, Minnesota 55344, telephone 612/829-3000.
OPTICAL SCANNING PRODUCTS, SERVICES AND RELATED SOFTWARE
SCANNING SYSTEMS
NCS manufactures optical mark reading (OMR) scanners which can read data
from specially designed forms printed by the Company with specifically
formulated inks. Computing capability is built into most scanners. Scanners
usually incorporate or interface directly with software developed by the
Company.
Optical scanning equipment is most effective for applications where highest
accuracy, precise response definition and cost effective data capture is
required. Such applications include multiple choice tests; employee and benefits
administration; quality measurement and customer satisfaction surveys; customer
order entry; market research and field sales reporting; and personality
assessment or psychological diagnostic information.
The Company's major lines of scanning hardware include scanners marketed as
Sentry-R- and OpScan-R- products. In the last year, a new family of low-cost
scanners, NCS OpScan 2, 3 and 4, was introduced to expand the Company's line of
scanning products. These lines of scanners provide a wide range of capabilities
to meet the needs of customers. The optical scanning systems utilize a
proprietary mark discrimination system to distinguish valid marks, thus
providing a very high degree of accuracy in processing responses. To enhance the
usefulness of the OpScan line, optional features offered include bar code
reading capability, a transport printer to print alphanumeric messages on
scanned documents, optional read formats and upgraded computer capability
options.
NCS markets the Precept-R- image-based data collection system which
represents an extension of the Company's optical mark reading technology. When
attached to a workstation computer and using sophisticated software, these
scanners allow customers to efficiently and accurately collect and interpret the
widest possible range of information from a printed form including printed and
handwritten data.
SCANNING AND APPLICATION SOFTWARE
NCS offers a number of standard software programs for use with NCS systems.
Application software is an important component in the Company's marketing of its
scanning products and services. A principal strategy of the Company in servicing
the education marketplace is to concentrate on those systems that facilitate
accountability in school administration and in the measurement of student
progress. The Company offers standard integrated software systems in lieu of
custom design and programming work performed by the customers. This has resulted
in the introduction and marketing of new and enhanced software products. The
MicroCIMS-TM-product, an advanced student management software system, was
released for general distribution in 1994.
Software products include software to assist educators in student
management including such applications as grade reporting, attendance gathering
and scheduling, as well as financial management; software for obtaining
information about student performance and for analyzing and reporting test
results and student progress; software to enable users to easily develop new
scanning applications; software to assist scanner users with data entry to
statistical analysis or data base management systems and other software
applications packages; software packages to statistically analyze survey or
assessment data and produce a wide range of reports designed to meet a variety
of reporting requirements; and software for health care administration.
SCANNABLE FORMS
The design, manufacture and sale of scannable forms, including
multiple-page booklets, accounts for a significant portion of the Company's
revenues and operating income. A variety of custom forms are produced that are
tailored to meet specific customer needs. In addition, standardized forms are
increasingly used, especially with microcomputer-based scanners, in such
standard applications as testing, attendance, scheduling and student evaluation
at the classroom level or customer surveys or market research in the business
setting.
The Company believes that the use of a properly designed and printed form
is an essential element in assuring that a scanning system performs with
greatest accuracy and optimum capability. In order to assure a high degree of
consistency, reliability and accuracy, NCS has emphasized the use of its forms
with its equipment. The Company prints its forms to exacting specifications.
MEASUREMENT AND DATA SERVICES
NCS markets scanning and computer processing services to major test
publishers, state education agencies, the federal government, local school
districts and commercial customers. For these customers, NCS develops and
executes projects including planning, document design, distribution logistics,
data collection, editing, analysis and final reporting.
Examples of high volume processing services include test scoring for major
test publishers, educational assessment testing for states and information
processing for various agencies of the federal government such as processing
student financial aid information for the U.S. Department of Education.
ASSESSMENT AND SURVEY SERVICES
The Company publishes and distributes tests and provides scoring services
and equipment for the professional counseling market; for industrial and
clinical psychologists, psychiatrists and human resource professionals; and
educators. These tests and services include personality assessment and
psychological diagnostic testing, career development, guidance counseling and
human resource organizational assessments.
NCS provides specialized survey and scannable information processing
services to selected industries in the commercial marketplace. In addition to
scoring, analyzing and reporting survey results, the Company assists customers
in designing survey instruments, conducting surveys and interpreting survey
results.
FINANCIAL SYSTEMS
NCS develops, sells and supports systems for asset and investment
management reporting and recordkeeping for bank trust departments and other
organizations with trust powers. Applications include personal trust, corporate
trust and employee benefits. These systems utilize proprietary software
developed by NCS and licensed for periods of five years or more as well as
hardware manufactured by others. Each system is designed to address the unique
needs of customers. NCS supports these installations with customer response
centers, trust consultants, system conversion specialists and training staffs.
For corporate trust customers, and personal trust departments of smaller
banks, the Company offers management of customer systems for offsite processing
and computer processing services from its service bureau facility. For the
personal trust market, the Company provides trust accounting systems to small to
medium sized banks through its Trustware-R- Series 7 product line and to larger
banks through the Trustware Series 11 product line. Management of debt
securities is provided by the Company's BondMaster-R-software system or
CertMaster-R- software for complex debt instruments. These offerings are
enhanced with the addition of an optical disk-based system for data storage.
NCS provides software support service by periodically issuing software
program revisions to improve systems performance and to accommodate changes in
the tax law and other regulatory changes. The Company also periodically releases
new software applications which it licenses to its customers.
MARKETING
NCS markets its information systems hardware and software and scanning and
computer processing services directly through sales employees located throughout
the United States, who direct their efforts to either the education, government,
business or health care marketplaces. Outside the United States, the Company's
systems and associated products and services are sold through sales employees,
distributors or independent sales agents. NCS markets its financial systems
through a separate staff of sales employees. The Company's published tests and
test scoring services are marketed principally in the United States through
telemarketing, direct mail, professional journal advertising and professional
trade convention attendance and elsewhere through distributors. Each of the
Company's sales organizations is supported by marketing and sales support
personnel.
SOFTWARE SUPPORT, TECHNICAL SUPPORT AND MAINTENANCE
Software support is provided on a contractual basis to customers licensing
application software systems. NCS assists customers with installation, training,
hardware or software upgrades and development of specific customer application
software on a fee for service basis.
The Company offers technical support and hardware maintenance to
customers purchasing or leasing its equipment either on a contractual basis or
through its national network of customer service and support engineers. NCS
emphasizes prompt, reliable service and close customer relationships. Technical
and maintenance support may include labor, parts, operational training and,
where applicable, programming of the equipment and design of forms.
DEVELOPMENT OF PRODUCTS AND SERVICES
The Company's development efforts are directed toward new product
development and enhancements to existing products. During the fiscal years ended
January 31, 1995, 1994 and 1993, the Company spent, including certain
capitalized software development costs, approximately $20.4 million, $20.8
million and $17.3 million, respectively, principally on software product
development (primarily focused on application software) and scanning software
and equipment development.
MANUFACTURING
The Company assembles its scanning equipment from electronic components,
metal stampings, molded plastic parts and mechanical sub-assemblies. These parts
are generally available from multiple sources. The Company assembles most of the
scanning systems equipment at its Eagan, Minnesota facility. Computer hardware,
other than scanning equipment, is purchased from other manufacturers.
Scannable forms are produced at NCS' printing plants in Columbia,
Pennsylvania; Owatonna, Minnesota; and Rotherham, South Yorkshire, England. The
ink and paper used in forms production are produced to the Company's
specifications by a limited number of suppliers. Although the Company has no
long-term supply contracts with its paper or ink suppliers, the Company has had
long-term relationships with such suppliers and believes that these
relationships are good.
COMPETITION
Competition in the information management industry is intense. Optical
scanning is only one of numerous data input methods. The Company has attempted
to develop education, government, business and health care markets where
scanning technology has advantages over other data entry technologies. NCS
scanning systems incorporate optical scanning equipment, computer hardware and
proprietary software which are marketed and sold as turn-key systems.
In addition to the functional competition provided by alternative methods
of data capture, including on-line terminal keyboards and optical character
readers, other scanning vendors supply products that compete with those of the
Company.
The Company's scannable forms compete with those produced by commercial and
specialized forms printers in various localities throughout the United States.
Principal competitive factors in the scannable forms printing industry are
product quality, service and price.
NCS' data processing, test publishing and computer processing services
compete with several test publishers and data processing service bureaus. The
Company's customer support maintenance organization competes with service
provided by manufacturers, other national service companies and local providers
of maintenance services.
NCS' financial systems compete with systems developed by users, service
bureaus and other direct competitors offering asset management accounting
systems. The Company believes that it is one of the leading suppliers of systems
to bank trust departments.
PATENTS, TRADEMARKS AND LICENSES
The Company holds certain patents, registered and unregistered trademarks
and copyrights. The Company also has license rights to a number of patents,
trademarks, copyrights and manufacturing processes and materials. Included among
these licenses are agreements with publishers of various copyrighted
psychological, aptitude and achievement tests to distribute these tests, to
print and sell answer sheets for such tests, and to score such tests. Payment of
royalties is usually based upon the volume of tests distributed, answer sheets
sold, and tests scored. NCS believes that its business is not dependent upon any
one individual patent, trademark, copyright or license right or group thereof.
"Sentry", "Trustware", "BondMaster", "CertMaster", "OpScan" and "Precept"
appearing herein are registered trademarks of National Computer Systems, Inc.
EMPLOYEES
As of February 28, 1995, the Company employed approximately 2,700 full-time
employees. None of the Company's employees are subject to a collective
bargaining agreement, and the Company believes that its employee relations are
excellent.
EXECUTIVE OFFICERS OF THE REGISTRANT
The names, ages and positions of all of the executive officers of the
Company as of February 28, 1995 are listed below along with their business
experience during the past five years.
NAME AGE POSITION
- -------------------- --- ------------------------------------------
Charles W. Oswald 67 Chairman of the Board
Russell A. Gullotti 52 President and Chief Executive Officer
Robert C. Bowen 53 Senior Vice President
John W. Fenton, Jr. 54 Secretary-Treasurer
Donald J. Gibson 64 Senior Vice President
Richard L. Poss 49 Vice President
David W. Smith 50 Vice President
Jeffrey W. Taylor 41 Vice President and Chief Financial Officer
Adrienne T. Tietz 48 Vice President
Mr. Oswald has been Chairman of the Board since October, 1994 and prior to
that Chairman of the Board and Chief Executive Officer of NCS for more than five
years.
Mr. Gullotti has been President and Chief Executive Officer since October,
1994 and prior to that held senior executive positions in sales and marketing,
services and administration with Digital Equipment Corporation (computer
manufacturing and services) for more than five years.
Mr. Bowen has been a Senior Vice President of NCS for more than five years.
Mr. Fenton has been Secretary-Treasurer of NCS for more than five years.
Mr. Gibson has been a Senior Vice President of NCS for more than five
years.
Mr. Poss has been a Vice President of NCS for more than five years.
Mr. Smith has been a Vice President of NCS for more than five years.
Mr. Taylor has been Vice President and Chief Financial Officer since May,
1994 and prior to that Vice President and Corporate Controller of NCS for more
than five years.
Ms. Tietz has been a Vice President of NCS for more than five years.
Officers are elected annually by the Board of Directors. There are no
family relationships among these officers, nor any arrangement or understanding
between any officer and any other person pursuant to which the officer was
selected.
ITEM 2. PROPERTIES
The Company's principal facilities are as follows:
SQUARE
LOCATION FOOTAGE GENERAL PURPOSE
- ------------------- ------- ----------------------------------------
Eden Prairie, MN 76,000 Executive general offices; education and
international general offices, sales and
marketing
Mesa, AZ (1) 40,000 Education software product development and
support
Iowa City, IA Assessment test processing and data proces-
Building 1 (1) 168,000 sing services, general offices and operations
Building 2 (1) 112,000
Minnetonka, MN (1) 54,000 Test publishing and scoring general offices
and operations
Eagan, MN (1) 109,000 Scanner hardware development and manu-
facturing; customer support services general
offices and operations; and forms general
offices
Edina, MN (1) 101,000 Business systems and services general
offices, sales and marketing; scanner
software development
Owatonna, MN (1) 128,000 Forms design and production
Columbia, PA (1) 121,000 Forms design and production
Rotherham, South 34,000 Forms design and production
Yorkshire England (1)
Huntsville, AL 15,000 Financial systems software development
Atlanta, GA 16,000 Financial systems sales offices with support
and training
Cambridge, MA 33,000 Financial systems software development,sales,
support and training offices
Wayne, PA 27,000 Corporate trust general offices and
operations
- ---------------------------
(1) Denotes NCS owned facility.
The Company believes that its facilities are adequate to meet its current
needs.
ITEM 3. LEGAL PROCEEDINGS
The Company is not a party to nor is its property subject to any material
pending legal proceedings.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted during the fourth quarter of the year ended
January 31, 1995 to a vote of security holders through the solicitation of
proxies or otherwise.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
"Quarterly Market Data" included in the Annual Report to Stockholders for
the year ended January 31, 1995 is incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
"Five-Year Financial Data" included in the Annual Report to Stockholders
for the year ended January 31, 1995 is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
"Management's Discussion and Analysis of Results of Operations and
Financial Condition" included in the Annual Report to Stockholders for the year
ended January 31, 1995 is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following consolidated financial statements and supplementary data of
the registrant and its subsidiaries, included in the Annual Report to
Stockholders for the year ended January 31, 1995, are incorporated herein by
reference:
Consolidated Balance Sheets -- January 31, 1995 and 1994
Consolidated Statements of Income -- Years ended January 31, 1995, 1994 and
1993
Consolidated Statements of Changes in Stockholders' Equity -- Years ended
January 31, 1995, 1994 and 1993
Consolidated Statements of Cash Flows -- Years ended January 31, 1995, 1994
and 1993
Notes to Consolidated Financial Statements -- January 31, 1995
Report of Independent Auditors dated March 15, 1995
"Quarterly Results of Operations (Unaudited)"
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
"Election of Directors" included in the Company's definitive proxy
statement dated April 19, 1995 and "Executive Officers of the Registrant" in
Part I of this report are incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
"Summary Compensation Table" and "Stock Options" included in the Company's
definitive proxy statement dated April 19, 1995 are incorporated herein by
reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
"Election of Directors" and "Ownership of NCS Common Stock by Certain
Beneficial Owners and Executive Officers" included in the Company's definitive
proxy statement dated April 19, 1995 is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information contained in the fourth paragraph which follows the
footnotes to the table set forth under the caption "Election of Directors" in
the Company's definitive proxy statement dated April 19, 1995 is incorporated
herein by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) List of Financial Statements and Financial Statement Schedules
(1) The following consolidated financial statements of National Computer
Systems, Inc. and subsidiaries, included in the annual report of the
registrant to its stockholders for the year ended January 31, 1995,
are incorporated by reference in Item 8:
Consolidated Balance Sheets -- January 31, 1995 and 1994
Consolidated Statements of Income --
Years ended January 31, 1995, 1994 and 1993
Consolidated Statements of Changes in Stockholders' Equity --
Years ended January 31, 1995, 1994 and 1993
Consolidated Statements of Cash Flows --
Years ended January 31, 1995, 1994 and 1993
Notes to Consolidated Financial Statements -- January 31, 1995
Report of Independent Auditors dated March 15, 1995.
(2) The following consolidated financial statement schedules of National
Computer Systems, Inc. and subsidiaries are included in Item 14(d):
All schedules for which provision is made in the applicable
accounting regulations of the Securities and Exchange Commission are not
required under the related instructions or are inapplicable, and therefore have
been omitted.
(3) -- Listing of Exhibits:
EXHIBIT
3A -- Restated Articles of Incorporation, as amended,are incorporated
herein by reference to Exhibit 3 to the NCS Form 10-Q for the
quarter ended April 30, 1987.
3B -- By-Laws, as amended, are incorporated herein by reference to
Exhibit 3(b) to the NCS Form 10-Q for the quarter ended
July 31, 1985.
4A -- Instruments with respect to long-term debt where the
total debt authorized thereunder does not exceed 10% of the
consolidated total assets of the registrant are not being
filed; the registrant will furnish a copy of any such
instrument to the Commission upon request.
4B -- Rights Agreement dated as of June 23, 1987 between NCS
and Norwest Bank Minnesota, N.A. (including the form of
Right Certificate attached as Exhibit B thereto) is
incorporated herein by reference to Exhibit 4.1 to the NCS
Form 8-K -- reporting date: June 23, 1987.
4C -- Amended and Restated Credit Agreement dated as of July
31, 1991 between NCS and First Bank National Association, as
agent, and as further amended by the First Amendment thereto
dated as of January 25, 1994 is incorporated herein by
reference to Exhibit 4C to the Company's Form 10-K for the
fiscal year ended January 31, 1994.
*10A -- NCS 1982 Employee Stock Option Plan is incorporated herein by
reference to Exhibit 28 to Form S-8 Registration Statement and
Exhibit 28 to Post Effective Amendment No. 1 to Form S-8
Registration Statement No. 2-80386.
*10B -- NCS 1984 Employee Stock Option Plan is incorporated herein by
reference to Exhibit 10 to the Company's Form 10-Q for the
quarter ended July 31, 1984.
*10C -- NCS 1986 Employee Stock Option Plan is incorporated herein by
reference to Exhibit 10D to the Company's Form 10-K for the
fiscal year ended January 31, 1986.
*10D -- NCS Non-Employee Director Stock Option Plan is incorporated
herein by reference to Exhibit 10F to the Company's Form
10-K for the fiscal year ended January 31, 1989.
*10E -- NCS 1990 Employee Stock Option Plan, as amended, is incorporated
herein by reference to Exhibit 10F to the Company's Form 10-K
for the fiscal year ended January 31, 1993.
*10F -- NCS 1995 Employee Stock Option Plan.
*10G -- NCS 1990 Long-Term Incentive Plan is incorporated herein by
reference to Exhibit 10H to the Company's Form 10-K for the
fiscal year ended January 31, 1990.
*10H -- NCS 1992 Employee Stock Purchase Plan is incorporated herein
by reference to Exhibit 10I to the Company's Form 10-K for the
fiscal year ended January 31, 1992.
*10I -- Description of Retirement Arrangements with David C. Malmberg
is incorporated herein by reference to exhibit 19 to the
Company's Form 10-Q for the fiscal quarter ended October 31, 1992.
*10J -- Agreement dated August 4, 1994 between NCS and Russell A.
Gullotti, as amended August 8, 1994, is incorporated herein
by reference to Exhibit 10(a) to the Company's Form 10-Q for
the fiscal quarter ended October 31, 1994.
*10K -- Agreement dated August 22, 1994 between NCS and Charles W.
Oswald is incorporated herein by reference to Exhibit 10(b)
to the Company's Form 10-Q for the fiscal quarter ended
October 31, 1994.
*10L -- NCS Corporate Management Incentive Plan -- 1993 is incorporated
herein by reference to Exhibit 10J to the Company's Form 10-K
for the fiscal year ended January 31, 1993.
*10M -- NCS Corporate Management Incentive Plan -- 1994 is incorporated
herein by reference to Exhibit 10J to the Company's Form 10-K
for the fiscal year ended January 31, 1994.
*10N -- NCS Corporate Management Incentive Plan -- 1995.
*10O -- Oswald Stock Option Plan.
11 -- Statement Re: Computation of Earnings Per Share.
13 -- Portions of NCS' Annual Report to Stockholders for the fiscal
year ended January 31, 1995.
21 -- Significant Subsidiaries.
23 -- Consent of Independent Auditors.
24 -- Power of Attorney authorizing J.W. Fenton, Jr. to sign the
NCS Form 10-K for the year ended January 31, 1995 on behalf of
other officers and directors.
27 -- Financial Data Schedule.
- ----------------
* Indicates management contract or compensatory plan or arrangement required to
be filed as an exhibit to this report.
(b) Reports on Form 8-K
There were no reports on Form 8-K filed for the three months ended
January 31, 1995.
(c) Exhibits
The response to this portion of Item 14 is submitted as a separate
section of this report.
(d) Financial Statement Schedules
Financial Statement Schedules have been omitted because they are not
required or are inapplicable.
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.
NATIONAL COMPUTER SYSTEMS, INC.
Dated: April 27, 1995 By: /s/ J. W. FENTON, JR.
------------------------
J. W. Fenton, Jr.
SECRETARY-TREASURER
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.
By CHARLES W. OSWALD* Chairman of the Board of Directors
---------------------------
Charles W. Oswald
By RUSSELL A. GULLOTTI* Director, President and Chief Executive Officer
-------------------------- (principal executive officer)
Russell A. Gullotti
By DR. DAVID P. CAMPBELL*
-------------------------- Director
Dr. David P. Campbell
By DAVID C. COX*
-------------------------- Director
David C. Cox
By JEAN B. KEFFELER*
-------------------------- Director
Jean B. Keffeler
By STEPHEN G. SHANK*
-------------------------- Director
Stephen G. Shank
By JOHN E. STEURI*
--------------------------- Director
John E. Steuri
By JEFFREY E. STIEFLER*
--------------------------- Director
Jeffrey E. Stiefler
By JOHN W. VESSEY*
--------------------------- Director
John W. Vessey
By JEFFREY W. TAYLOR* Vice President and Chief Financial Officer
--------------------------- (principal financial officer and principal
Jeffrey W. Taylor accounting officer)
* Executed on behalf of the indicated officers and directors of the
registrant by J. W. Fenton, Jr., Secretary-Treasurer, duly appointed
attorney-in-fact.
/s/ J. W. FENTON, JR.
- ----------------------------------- Dated: April 27, 1995
(ATTORNEY-IN-FACT)
FORM 10-K
NATIONAL COMPUTER SYSTEMS, INC.
FOR THE FISCAL YEAR ENDED JANUARY 31, 1995
EXHIBIT INDEX
EXHIBIT
- -------------
10F NCS 1995 Employee Stock Option Plan.
10N NCS Corporate Management Incentive Plan -- 1995.
10O Oswald Stock Option Plan.
11 Statement Re: Computation of Earnings per Share.
13 Portions of the Annual Report to Stockholders for the
fiscal year ended January 31, 1995.
21 Significant Subsidiaries.
23 Consent of Independent Auditors.
24 Power of Attorney authorizing a certain person to sign
the NCS Form 10-K for the year ended January 31, 1995
on behalf of other officers and directors.
27 Financial Data Schedule.