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, 1997 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 April 10, 1997.
Common Shares, $.03 par value -- $314,968,000
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of April 10, 1997.
Common Shares, $.03 par value - 15,498,634 shares
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Report to Stockholders for the year ended January 31,
1997 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 22, 1997 are incorporated by reference into Part
III.
PART I
ITEM 1. BUSINESS
National Computer Systems, Inc. ("NCS" or the "Company") is a global information
services company which provides quality software and systems for the collection,
management and interpretation of data. This includes capturing and aggregating
data; creating a database or datastream; processing the data using software; and
analyzing, interpreting and reporting results.
NCS services include data processing, analysis, data management, reporting
services, networking, hardware maintenance and other 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
targeted markets.
NCS markets its mission critical data collection, management and reporting
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 and management 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, processing and
reporting 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 and human resource
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 operates in a single business segment. See Note 3 - Discontinued Operations
and Special Charges of Notes to Consolidated Financial Statements for
information related to the Company's sale of its Financial Systems segment on
July 10, 1996 and Note 10 - Business Segment Information of Notes to
Consolidated Financial Statements for business segment data, which financial
statements are included in the Annual Report to Stockholders for the fiscal year
ended January 31, 1997, and incorporated herein by reference.
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
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 and, on a fee basis, 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; software for intelligent character recognition (ICR)
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 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.
Information 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.
MARKETING
NCS markets its data collection hardware and software and its data
collection and computer processing services directly through sales employees,
business partners and original equipment manufacturers and resellers located
throughout the United States, who direct their efforts to the education,
commercial, government, or health care market-places. Outside the United States,
the Company's systems and associated products and services are sold through
sales employees, distributors or independent sales agents. The Company's
published tests and test scoring services are marketed principally in North
America 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, 1997, 1996 and 1995, the Company spent, including certain
capitalized software development costs, approximately $9.9 million, $8.8 million
and $11.6 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
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 and imaging are only two of numerous data collection
methods. The Company continues to focus on the development of education,
government, commercial and health care markets where scanning technology has
advantages over other data entry technologies. NCS scanning systems incorporate
optical scanning equipment, and can include computer hardware and proprietary
software, all of which are marketed 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.
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.
"OpScan", "CIMS", "SASI", "NCS" and "5000i" appearing herein are trademarks
or registered trademarks of National Computer Systems, Inc.
EMPLOYEES
As of February 28, 1997, 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, 1997 are listed below along with their business
experience during the past five years.
NAME AGE POSITION
- ------------------------ -------- ----------------------------
Russell A. Gullotti 54 Chairman of the Board,
President and Chief Executive
Officer
Robert C. Bowen 55 Senior Vice President
Michael C. Brewer 50 Vice President and General
Counsel
John W. Fenton, Jr. 56 Secretary-Treasurer
Clive M. Hay-Smith 39 Vice President
Michael A. Morache 46 Vice President
Richard L. Poss 51 Senior Vice President
David W. Smith 52 Vice President
Jeffrey W. Taylor 43 Vice President and Chief
Financial Officer
Adrienne T. Tietz 50 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. 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.
Mr. Morache has been a Vice President of NCS since May, 1996. Prior to that
he was a Vice President of Unisys Corporation (information management company)
from September, 1995 to May, 1996 and before that, a Senior Vice President with
ALLTEL Information Services, Inc. (information processing management,
outsourcing services and application software) 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 45,000 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 and test processing
Building 1 (1) 168,000 and data processing services,
Building 2 (1) 112,000 general offices and operations
Lawrence, KS Data processing services,
Building 1 27,000 general offices and operations
Building 2 12,000
Minnetonka, MN (1) 54,000 Test publishing and scoring
general offices and operations
Eagan, MN (1) 109,000 Scanner hardware development
and manufacturing; NCS
Services general offices,
sales and marketing;
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)
- --------------------------
(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, 1997 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, 1997 is incorporated herein by reference.
On January 21, 1997, NCS issued $7,000,000 of subordinated convertible
debentures (the "Debentures") in a transaction that was not registered under the
Securities Act of 1933, as amended (the "Securities Act"). The Debentures were
issued to certain former shareholders of Macro Educational Systems, Inc.
("Macro") pursuant to a Purchase and Sale Agreement dated January 21, 1997 (the
"Acquisition Agreement") among NCS and the former shareholders of Macro,
providing for the acquisition of all of the issued shares of capital stock of
Macro by NCS. The Debentures are convertible into shares of Common Stock of NCS
at a conversion rate of $24.00 per share, and, accordingly, a total of 291,666
shares of NCS Common Stock may be issued upon conversion of the Debentures.
Pursuant to the Acquisition Agreement and contingent upon the Macro business
unit exceeding certain pre-tax income level targets over the next five years,
NCS agreed to issue up to an additional $3,500,000 of convertible subordinated
debentures (the "Contingent Debentures") to certain former shareholders of
Macro. The Contingent Debentures, if issued, would have substantially the same
terms as the Debentures and would be convertible into up to 145,833 shares of
Common Stock. In addition, NCS agreed to make cash payments of up to $2,500,000
to certain former Macro shareholders over the next five years in the event
certain Macro business unit pre-tax income level targets are exceeded. No
underwriter or placement agent was involved in the transaction described above,
and NCS did not receive any cash consideration for the Debentures, the
Contingent Debentures or the contingent cash payments (which were all part of
the purchase price paid by NCS for Macro.) All securities were or will be issued
by NCS to the former Macro shareholders in transactions exempt pursuant to Rule
506 under the Securities Act.
ITEM 6. SELECTED FINANCIAL DATA
"Five Year Financial Data" included in the Annual Report to Stockholders
for the year ended January 31, 1997 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, 1997 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, 1997, are incorporated herein by
reference:
Consolidated Balance Sheets -- January 31, 1997 and 1996
Consolidated Statements of Income -- Years ended January 31, 1997, 1996 and
1995
Consolidated Statements of Changes in Stockholders' Equity -- Years ended
January 31, 1997, 1996 and 1995
Consolidated Statements of Cash Flows -- Years ended January 31, 1997, 1996
and 1995
Notes to Consolidated Financial Statements -- January 31, 1997
Report of Independent Auditors dated March 2, 1997
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 22, 1997 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" sections included in the
Company's definitive proxy statement for the Annual Meeting of Stockholders to
be held on May 22, 1997 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 22,
1997 is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
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, 1997, are
incorporated by reference in Item 8:
Consolidated Balance Sheets -- January 31, 1997 and 1996
Consolidated Statements of Income -- Years ended January
31, 1997, 1996 and 1995
Consolidated Statements of Changes in Stockholders'
Equity --Years ended January 31, 1997, 1996 and 1995
Consolidated Statements of Cash Flows -- Years ended
January 31, 1997, 1996 and 1995
Notes to Consolidated Financial Statements -- January 31,
1997
Report of Independent Auditors dated March 2, 1997
(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, National Association
(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 Minnesota, 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 Minnesota, 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 4.4 to the Company's Form 10-K for the fiscal year ended
January 31, 1996.
*10.1 Change of Control Agreement dated April 15, 1996, by and between
NCS and certain executives of NCS is incorporated herein by
reference to Exhibit 10.2 to the Company's Form 10-Q for the fiscal
quarter ended April 30, 1996.
*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 Amended and Restated Severance Agreement dated May 23, 1996, by and
between NCS and Russell A. Gullotti is incorporated herein by
reference to Exhibit 10.1 to the Company's Form 10-Q for the fiscal
quarter ended April 30, 1996.
*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 1997 Long-Term Incentive Plan.
*10.14 NCS 1997 Employee Stock Option Plan.
*10.15 NCS Corporate Management Incentive Plan -- 1996 is incorporated
herein by reference to Exhibit 10.14 to the Company's Form 10-K for
the fiscal year ended January 31, 1996.
*10.16 NCS Corporate Management Incentive Plan -- 1997.
11 Statement Re: Computation of Earnings Per Share.
13 Portions of NCS' Annual Report to Stockholders for the fiscal year
ended January 31, 1997.
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, 1997 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, 1997.
(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 23, 1997 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 DAVID C. COX * Director
----------------------
David C. Cox
By MOSES JOSEPH* Director
----------------------
Moses Joseph
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: April 23, 1997
J. W. Fenton, Jr.
(ATTORNEY-IN-FACT)
FORM 10-K
NATIONAL COMPUTER SYSTEMS, INC.
FOR THE FISCAL YEAR ENDED JANUARY 31, 1997
EXHIBIT INDEX
EXHIBIT
- -------------
10.13 NCS 1997 Long-Term Incentive Plan.
10.14 NCS 1997 Employee Stock Option Plan.
10.16 NCS Corporate Management Incentive Plan -- 1997.
11 Statement Re: Computation of Earnings per Share.
13 Portions of NCS' Report to Stockholders for the fiscal year ended
January 31, 1997.
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, 1997 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.