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, 1996 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)
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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 8, 1996.
Common Shares, $.03 par value -- $234,550,000
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of March 8, 1996.
Common Shares, $.03 par value -- 15,389,801 shares
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Report to Stockholders for the year ended January 31,
1996 are incorporated by reference into Parts I, II and IV.
Portions of the definitive proxy statement for the Annual Meeting of
Stockholders to be held on May 23, 1996 are incorporated by reference into Part
III.
PART I
ITEM 1. BUSINESS
National Computer Systems, Inc. ("NCS" or the "Company") is a global data
collection services and systems company which provides quality information
management services and systems for data collection. Data collection and
management includes capturing and aggregating data; creating a database or
datastream; processing the data using software; and analyzing and reporting
results. The Company also develops and markets computer-based systems with
proprietary software and services for automating trust asset management.
NCS data collection services include data processing, analysis, data management,
reporting services, networking, hardware maintenance and professional services
to meet customer needs. Data collection systems include optical mark read (OMR)
and image scanning hardware, other data collection technologies, proprietary
software, software maintenance and pre-printed forms. Data can be in the form of
marks, machine printed bar codes and text, and/or handprinted alphanumeric
characters. The Company also provides utility and application software to
enhance the capability of NCS customers to manage their information effectively.
Application software products are focused on specific applications within target
markets.
NCS markets its mission critical data collection and management services and
systems within four major markets: education, selected commercial niches,
government, and health care.
EDUCATION -- NCS develops and markets data collection services and systems
which provide optical scanning, image based data collection and computer
processing services for the large volume, complex processing needs of major test
publishers, state education agencies, universities and colleges, and local
school districts. The Company also supplies optical scanning systems and forms
to individual school districts for in-house student assessment testing
applications and administrative applications such as attendance, scheduling,
grade reporting and registration; library and inventory management; financial
management and payroll; and testing applications, including test generation,
teacher created tests and norm-or criterion-referenced testing. NCS develops and
markets application software for the administration of curriculum, student, and
financial data at the classroom, school, school district, and state levels. The
Company's information processing services are provided in support of federal
student financial aid programs for post-secondary education.
COMMERCIAL -- NCS develops and markets data collection services and
products targeted at certain key applications in this market. These include
sales/marketing applications, such as sales/order entry and quality measurement;
inventory control and analysis; customer satisfaction surveys and customer data
collection; training and development in the human resources area; employee
attitude surveys; customer billing; payroll; human resource applications,
including applicant tracking; benefits enrollment and employee evaluation; and
general data collection, analysis and management. NCS provides scanners and
forms for customers to do their own data collection as well as processing
services in support of customers that prefer to outsource these services.
GOVERNMENT -- The Company provides its services and products to governmental
agencies for many of the same applications as in the commercial marketplace.
Data collection and computer processing services, including image based data
collection systems, are provided for federal and state programs.
HEALTH CARE -- NCS publishes and markets a wide variety of assessment
instruments used by mental and behavioral health professionals. When used with
NCS' data collection products, these instruments assist clinical professionals
in the diagnosis and treatment of patients plus track the progress of those
patients. NCS scanners and forms, other data capture devices and proprietary
software are also used by hospitals and clinics for collection of data during
patient visits and for administrative management. The accuracy and cost
effectiveness of this approach provides significant benefits to both health care
providers and patients.
NCS also develops and markets computer-based systems with proprietary software
and services for automating trust asset management in personal trust, corporate
trust and private banking in the financial services industry, primarily banking.
NCS software delivers critical accounting, transaction processing, and customer
reporting capabilities to institutions of all sizes. NCS provides complete
service bureau processing capability and facilities management services,
allowing a financial institution to off-load all of its asset management
processing to NCS.
NCS operates in two business segments: (1) data collection services and systems
and (2) financial systems. See Note 11 of Notes to Consolidated Financial
Statements included in the annual report to stockholders for the fiscal year
ended January 31, 1996, which is incorporated herein by reference, for business
segment data.
The Company's headquarters are located at 11000 Prairie Lakes Drive, Eden
Prairie, Minnesota 55344, telephone 612/829-3000.
DATA COLLECTION 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.
The Company's lines of scanning hardware include scanners marketed as
Sentry-R- and OpScan-R- products. These lines of scanners provide a wide range
of capabilities to meet the needs of customers. The OMR 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, the Company offers optional features, such as bar
code reading capability, a transport printer to print alphanumeric messages on
scanned documents, optional read formats and upgraded computer capability
options.
NCS markets image-based data collection systems which represent 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 Related Software
NCS offers a number of standard software programs for use with NCS systems.
Processing and 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 the measurement of student progress and accountability
in school administration. The Company offers standard integrated software
systems plus, on a fee basis, offers customization services.
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 database 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 Company designs, manufactures and sells scannable forms, including
multiple-page booklets. 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 commercial
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.
Data Collection Services
NCS markets data collection and data 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. Optical
mark reading and image scanning technologies are utilized in the data collection
process for these customers.
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 niches 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 private banking. These systems utilize proprietary software developed
by NCS and licensed generally for periods of five years 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 more recently for personal trust
customers, the Company offers management of customer-owned systems and
traditional time-sharing 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 and other modular software
offerings.
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 data collection hardware and software and its data
collection and computer processing services directly through sales employees
located throughout the United States, who direct their efforts to the education,
commercial, government, 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 and services 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 from the Company. 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, 1996, 1995 and 1994, the Company spent, including certain
capitalized software development costs, approximately $18.8 million, $20.4
million and $20.8 million, respectively. The expenditures relate principally to
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 data collection and information management industry is
intense. Optical scanning is only one of numerous data collection methods. The
Company has attempted to develop education, government, commercial 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. 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 rights under licensing arrangements 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", "MicroCIMS"
and "NCS Accra" appearing herein are trademarks or registered trademarks of
National Computer Systems, Inc.
EMPLOYEES
As of February 29, 1996, 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 29, 1996 are listed below along with their business
experience during the past five years.
NAME AGE POSITION
- --------------------------- -------- -------------------------
Russell A. Gullotti 53 Chairman of the Board,
President and Chief
Executive Officer
Robert C. Bowen 54 Senior Vice President
Michael C. Brewer 49 Vice President and General
Counsel
John W. Fenton, Jr. 55 Secretary-Treasurer
Donald J. Gibson 65 Senior Vice President
Clive Hay-Smith 38 Vice President
Karen L. Howard 53 Vice President
Richard L. Poss 50 Senior Vice President
David W. Smith 51 Vice President
Jeffrey W. Taylor 42 Vice President and Chief
Financial Officer
Adrienne T. Tietz 49 Vice President
Mr. Gullotti has been President and Chief Executive Officer since October,
1994 and Chairman of the Board since May, 1995. Prior to that he 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. Brewer has been Vice President and General Counsel of NCS since May,
1995. Prior to that he was General Counsel of NCS from May, 1992 until May, 1995
and Associate General Counsel of NCS from May, 1990 until May, 1992.
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. Hay-Smith has been a Vice President of NCS since December, 1993. Prior
to that he was a sales and distribution executive with Control Data Systems,
Inc. (computer systems integrator) from March, 1989 to August, 1993.
Ms. Howard has been a Vice President of NCS since February, 1996. Prior to
that she was a Principal of Gemini Consulting (management consulting) from July,
1994 to January, 1996 and before that, a human resources executive with Digital
Equipment Corporation for more than five years.
Mr. Poss has been a Senior Vice President since November, 1995 and 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.
PRIVATE SECURITIES LITIGATION REFORM ACT
In connection with the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, the Company is hereby filing, as Exhibit 99
hereto, cautionary statements identifying important factors that could cause the
Company's actual results to differ materially from those projected in forward
looking statements of the Company made by, or on behalf of, the Company.
ITEM 2. PROPERTIES
The Company's principal facilities are as follows:
SQUARE
LOCATION FOOTAGE GENERAL PURPOSE
- -------------------- ------- ----------------------------
Eden Prairie, MN 52,000 Executive general offices
Mesa, AZ (1) 40,000 Education software and services
general offices, sales and
marketing, product development
and support
Iowa City, IA Assessment test processing
Building 1 (1) 168,000 and data processing services,
Building 2 (1) 112,000 general offices and operations
Minnetonka, MN (1) 54,000 Test publishing and scoring
general offices and operations
Eagan, MN (1) 109,000 Scanner hardware development
and manufacturing; customer
support services general
offices and operations; and
international operations
general offices, sales and
marketing
Edina, MN (1) 101,000 Data Collection Systems
general offices, sales and
marketing; scanner software
development; and forms
general offices
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 fiscal
year ended January 31, 1996 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, 1996 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, 1996 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, 1996 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, 1996, are incorporated herein by
reference:
Consolidated Balance Sheets -- January 31, 1996 and 1995
Consolidated Statements of Income -- Years ended January 31, 1996, 1995 and
1994
Consolidated Statements of Changes in Stockholders' Equity -- Years ended
January 31, 1996, 1995 and 1994
Consolidated Statements of Cash Flows -- Years ended January 31, 1996, 1995
and 1994
Notes to Consolidated Financial Statements -- January 31, 1996
Report of Independent Auditors dated March 3, 1996
"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 for the Annual Meeting of Stockholders to be held on May 23, 1996 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 for the Annual Meeting of Stockholders to be held on
May 23, 1996 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 for the Annual Meeting of Stockholders to be held on May 23,
1996 is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During the year ended January 31, 1996, the Company paid Dr. David P.
Campbell, a director of the Company, $116,241 as royalties relating to tests
developed by Dr. Campbell for which the Company has a long-term exclusive
license.
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 to Stockholders
for the year ended January 31, 1996, are incorporated by reference in Item 8:
Consolidated Balance Sheets -- January 31, 1996 and 1995
Consolidated Statements of Income -- Years ended January 31, 1996, 1995
and 1994
Consolidated Statements of Changes in Stockholders' Equity -- Years
ended January 31, 1996, 1995 and 1994
Consolidated Statements of Cash Flows -- Years ended January 31, 1996,
1995 and 1994
Notes to Consolidated Financial Statements -- January 31, 1996
Report of Independent Auditors dated March 3, 1996
(2) Consolidated financial statement schedules of National Computer
Systems, Inc. and subsidiaries required to be filed by 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
3.1 -- 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.
3.2 -- Bylaws, as amended and restated, are incorporated herein by
reference to Exhibit 3.2 to the NCS Form 8-K dated March 4,1996.
4.1 -- 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.
4.2 -- Amended and Restated Rights Agreement dated as of March 4, 1996
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 1 to Amendment No. 2
to Form 8-A/A dated March 13, 1996.
4.3 -- Amended and Restated Credit Agreement dated as of July 31, 1991
between NCS and Norwest Bank, National Association, The First
National Bank of Chicago and First Bank National Association,
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.
4.4 -- Second Amendment dated as of July 22, 1994, Assignment Agreement
dated as June 1, 1995 and the Third Amendment dated July 24,
1995 to the Amended and restated Credit Agreement dated as of
July 31,1991 between NCS and Norwest Bank, National Association,
The First National Bank of Chicago and First Bank National
Association and as further amended by the First Amendment
thereto dated as of January 25, 1994.
*10.1-- 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.
*10.2-- 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.
*10.3-- 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.
*10.4-- 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.
*10.5-- NCS 1990 Employee Stock Option Plan, as amended, is incorporated
herein by reference to Exhibit 10.1 to the Company's Form 10-Q
for the quarter ended October 31, 1995.
*10.6-- NCS 1995 Employee Stock Option Plan, as amended, is incorporated
herein by reference to Exhibit 10.2 to the Company's Form 10-Q
for the quarter ended October 31, 1995.
*10.7-- NCS 1990 Long-Term Incentive Plan, as amended, is incorporated
herein by reference to Exhibit 10.3 to the Company's Form 10-Q
for the quarter ended October 31, 1995.
*10.8-- 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.
*10.9-- 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.
*10.10-- 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.
*10.11-- 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.
*10.12-- Oswald Stock Option Plan is incorporated herein by reference
to Exhibit 10O to the Company's Form 10-K for the fiscal year
ended January 31, 1995.
*10.13-- NCS Corporate Management Incentive Plan -- 1995 is incorporated
herein by reference to Exhibit 10N to the Company's Form 10-K
for the fiscal year ended January 31, 1995.
*10.14-- NCS Corporate Management Incentive Plan -- 1996.
11 -- Statement Re: Computation of Earnings Per Share.
13 -- Portions of NCS' Annual Report to Stockholders for the fiscal year
ended January 31, 1996.
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, 1996 on behalf of other
officers and directors.
27 -- Financial Data Schedule.
99 -- Cautionary statements identifying important factors that could
cause the Company's actual results to differ from those
projected in forward looking statements.
- ----------------
* 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, 1996.
(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: March 20, 1996 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 RUSSELL A. GULLOTTI * Chairman of the Board of Directors,
---------------------------------- President and Chief Executive
Russell A. Gullotti Officer (principal executive officer)
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 CHARLES W. OSWALD * Director
------------------------------------
Charles W. Oswald
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
Jeffrey W. Taylor financial officer and
principal 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: March 20, 1996
(ATTORNEY-IN-FACT)
FORM 10-K
NATIONAL COMPUTER SYSTEMS, INC.
FOR THE FISCAL YEAR ENDED JANUARY 31, 1996
EXHIBIT INDEX
EXHIBIT
- -------------
4.4 Second Amendment dated as of July 22, 1994, Assignment Agreement dated
as of June 1, 1995 and the Third Amendment dated July 24, 1995 to the
Amended and Restated Credit Agreement dated as of July 31, 1991
between NCS and Norwest Bank, National Association, The First National
Bank of Chicago and First Bank National Association and as further
amended by the First Amendment thereto dated as of January 25, 1994.
10.14 NCS Corporate Management Incentive Plan -- 1996.
11 Statement Re: Computation of Earnings per Share.
13 Portions of the Annual Report to Stockholders for the fiscal year
ended January 31, 1996.
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, 1996 on behalf of other officers
and directors.
27 Financial Data Schedule.
99 Cautionary statements identifying important factors that could cause
the Company's actual results to differ from those projected in forward
looking statements.