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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K/A
Amendment No. 1 to Form 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the Fiscal Year Ended December 31, 1995.
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Transition Period From __________ to __________
Commission File Number 1-9720
PAR TECHNOLOGY CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 16-1434688
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
PAR Technology Park
8383 Seneca Turnpike
New Hartford, New York 13413-4991
(Address of principal executive offices) (Zip Code)
(315) 738-0600
(Registrant's Telephone number, including area code)
Securities registered pursuant to Section 12(g) of the Act:
Name of Each Exchange on
Title of Each Class Which Registered
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Common Stock, $.02 par value New York Stock Exchange
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 amendment to this
Form 10-K.
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
The aggregate market value of the voting stock held by non-affiliates of
the registrant based on the average price as of March 15, 1996 - $33.6 million.
The number of shares outstanding of registrant's common stock, as of March 15,
1996 - 7,737,128 shares.
DOCUMENTS INCORPORATED BY REFERENCE
None.
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Item 11: Executive Compensation
The following table sets forth information concerning compensation for each
of 1995, 1994 and 1993 awarded to, earned by, or paid to the Chief Executive
Officer and the four most highly compensated Executive Officers of the Company
other than the Chief Executive Officer.
Summary Compensation Table
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Long Term Compensation
----------------------
Annual Compensation Awards Payouts
------------------- ------ -------
Other Securities
Annual Restricted Underlying All Other
Compen- Stock Options/ LTIP Compen-
Name and Bonus sation Award(s) SAR's (#) Payouts sation
Principal Position Year Salary (1) ($) ($) (2) ($) ($) (3)
- ------------------ ---- ------ --- --- --- --- --- --- ---
Dr. John W. Sammon, Jr. 1995 $200,904 $ 76,206 0 0 0 0 $7,130
Chairman of the Board, 1994 $192,856 $110,030 0 0 0 0 $7,172
President and Director 1993 $185,302 $ 57,309 0 0 0 0 $8,969
Charles A. Constantino 1995 $173,772 $ 56,498 0 0 0 0 $7,130
Executive Vice President 1994 $166,815 $ 81,803 0 0 0 0 $7,172
and Director 1993 $152,968 $ 39,978 0 0 0 0 $8,033
J. Whitney Haney 1995 $175,956 $ 56,396 $9,026 0 0 0 $7,130
President, PAR 1994 $169,189 $ 89,583 0 0 0 0 $7,172
Microsystems Corporation 1993 $162,103 $ 35,235 0 0 0 0 $8,768
Albert Lane, Jr. 1995 $140,270 $ 71,317 0 0 0 0 $7,130
President, Rome Research 1994 $132,600 $ 81,102 0 0 0 0 $7,172
Corporation 1993 $118,000 $ 53,597 0 0 21,300 0 $7,206
Dr. John P. Retelle, Jr. 1995 $124,668 $ 39,105 0 0 0 0 $7,130
President, PAR Government 1994 $115,000 $ 34,898 0 0 5,000 0 $ 856
Systems Corporation 1993 $ 53,865 $ 18,495 0 0 25,000 0 0
- ----------------------------------------
(1) Cash bonus awards earned in the respective fiscal year.
(2) Represents stock options granted under the Company's 1984 Stock option
Plan.
(3) All Other Compensation column consists only of Company contributions to the
employees Profit Sharing component of the Company's Retirement Plan.
Options/SAR's Granted in Last Fiscal Year
-----------------------------------------
There were no stock options or stock appreciation rights ("SAR's") granted
to the Executive Officers named in Summary Compensation Table in 1995.
Aggregated Option Exercises in 1995 and Year-End Option Values
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The table which follows sets forth information concerning exercises of
stock options during 1995 by each of the Executive Officers named in the Summary
Compensation Table and the value of his unexercised Options as of December 31,
1995 based on a fair market value of $9.06 per share of the Company's common
stock on such date:
Value of Unexercised
Number of Unexercised in-the-Money
Options at 12/31/95 Options at 12/31/95 (2)
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Acquired Value (1)
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
---- ----------- -------- ----------- ------------- ----------- -------------
Dr. John W. Sammon, Jr. -- -- -- -- -- --
Charles A. Constantino -- -- -- -- -- --
J. Whitney Haney 10,000 (3) $53,750 267,900 70,600 $1,624,144 $428,012
Dr. John P. Retelle 2,500 (3) $15,345 12,050 13,850 $ 39,735 $ 48,394
Albert Lane, Jr. 12,700 (3) $82,690 19,780 8,520 $ 89,856 $ 43,133
(1) The value realized equals the aggregate amount of the excess of the fair
market value on the date of exercise (the average of the high and low
prices of the Company's common stock as reported in the Wall Street Journal
for the exercise date) over the relevant exercise price(s).
(2) The value is calculated based on the aggregate amount of the excess of
$9.06 (the fair market value of the Company's common stock on 12/31/95)
over the relevant exercise price(s).
(3) Shares were acquired and sold the same day.
Compensation Committee Report
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Pursuant to its responsibilities, the Compensation Committee of the Board
of Directors (the "Committee") performs annual reviews of the performance and
contribution of the Company's executive officers against annual and long term
commitments and objectives to determine the nature and extent of executive
compensation actions. Decisions of the Committee relative to the compensation of
employee committee members (Dr. Sammon and Mr. Constantino) are subject to
review and approval by a majority of the disinterested members of the Board.
General Compensation Policy
PAR's executive compensation program is designed to attract, motivate,
reward and retain the management talent essential to achieving PAR's business
objectives and maintaining its position of leadership in the industry.
Compensation for PAR's executive officers in 1995 is consistent with the three
fundamental principles of the executive compensation program:
o Executive compensation must be tied to the Company's general performance
and achievement of financial and strategic goals;
o Executive compensation opportunities should be competitive with those
provided by other leading high technology companies of comparable size; and
o Provide incentives that align the long-term financial interests of the
Company's executives with those of its Shareholders.
Elements of Executive Compensation
To meet its policy objectives for executive compensation, the Company's
executive compensation program consists of Base Salary, Incentive Compensation
and Stock Options.
Base Salary. The Committee reviewed and set the annual base salary of the
executive officers for fiscal 1995. In setting annual base salaries, the
Committee considered the salaries of relative executives in similar positions in
the industry from its most recent contracted survey, the level and scope of
responsibility, experience and performance of the executive, financial
performance of the Company and overall general economic factors. The Committee
believes that the companies with whom the Company competes for compensation
purposes are not necessarily the same companies with which shareholder
cumulative returns are compared. The peer groups used in the Performance Graph
below include the Standard & Poor's 500 Stock Index and those computer hardware
companies deemed most comparable to the Company's businesses for measuring stock
performance. An objective of the Committee is to administer the salary for each
executive management position within a range with a midpoint near the average
midpoint for comparable positions at companies of similar size, line of business
and geographic area. In implementing its compensation policies, the Committee
also considers the individual experience and performance of the executive, the
performance of the organization over which the executive has responsibility,
the performance of the Company and general economic conditions. The Committee
gives such weight to each factor as it deems appropriate.
Incentive Compensation. PAR's executive officers participate with other key
employees in the Key Employee Incentive Compensation Program. Adopted in 1985,
this program provides compensation calculated on annual business unit
performance and overall corporate performance compared to predetermined
financial goals. Under this program, key employees are eligible to receive an
annual incentive cash bonus based on the performance of the Company and the
appropriate business unit as measured against pre-established financial
objectives which include measurements of profit before tax, revenue, accounts
receivable collection cycle and inventory turns. Performance attainment of no
less than 75% and up to 200% of the targeted objective will entitle the
participant to receive a proportionally calculated incentive bonus. For 1995,
the maximum possible incentive bonuses for achievement of 100% performance was
dependent upon the participant's organizational level and ranged from 25% to 35%
of the participant's base salary.
Stock Options. In furtherance of the objective of providing long-term
financial incentives that relate to improvement in long-term Shareholder value,
the Company awards stock options to its key employees (including executive
officers) under its 1995 Stock Option Plan ("Option Plan"). Stock options
("Options") granted under the Option Plan may be either Incentive Stock Options
as defined by the Internal Revenue Code ("Incentive Stock Options") or Options
which are not Incentive Stock Options ("Nonqualified Stock Options"). The Option
Plan is administered by the Stock Option Committee of the Board of Directors.
Upon review of recommendations from the Compensation Committee, the Stock Option
Committee from time to time determines the key employees of the Company and its
subsidiaries who shall be granted Options, the type of Options to be granted,
the terms of the grant and the number of shares to be subject thereto. Option
grants become exercisable no less than six months after the grant and typically
expire ten years after the date of the grant. Option grants are discretionary
and are reflective of the value of the recipients' position as well as the
current performance and continuing contribution of that individual to the
Company.
CEO Compensation for Fiscal 1995
The Committee based the 1995 compensation of the Chief Executive Officer on
the policies and practices described above. In 1995, Dr. Sammon received salary
compensation of $200,904, an increase of 4% over his 1994 salary and earned an
Incentive Compensation bonus payment of $76,206. The Incentive Compensation
award was based on the Company's performance to pre-established objectives for
profit before tax, revenue, inventory turns and accounts receivable collection
cycle with each objective carrying a pre-established weight. Dr. Sammon, the
Company's founder, became a shareholder before the Company became publicly-owned
and has not, to date, been granted options under the Company's Stock Option Plan
in view of his already existing substantial interest in maximizing the value of
the Company's common stock.
Compensation Committee
Sangwoo Ahn, Chairman
Dr. John W. Sammon, Jr.
Charles A. Constantino
Notwithstanding anything to the contrary set forth in any of the Company's
previous filings under the Securities Act of 1933 or the Securities Exchange Act
of 1934 that might incorporate by reference this Form 10-K, in whole or in part,
the above Compensation Committee Report and the Performance Graph set forth
below shall not be deemed to be incorporated by reference into any filing under
the Securities Act of 1933 (the "1933 Act") or the Securities Exchange Act of
1934 (the "1934 Act"), except to the extent the Company specifically
incorporates them by reference into a filing under the 1933 Act or the 1934 Act
nor shall such Compensation Committee Report or Performance Graph be deemed to
be "soliciting material" or to be "filed" with the Securities and Exchange
Commission or subject to Regulation 14A or 14C under the 1934 Act or to the
liabilities of Section 18 of the 1934 Act, except to the extent that the Company
specifically incorporates them by reference into a filing under the 1933 Act or
the 1934 Act. As of the date of this Form 10-K, the Company has made no such
incorporation by reference or request.
Compensation Committee Interlocks and Insider Participation
Dr. John W. Sammon, Jr., Chairman of the Board and President of the Company
and Mr. Charles A. Constantino, Executive Vice President of the Company serve as
members of the Compensation Committee and the Stock Option Committee.
Directors who are employees of the Company are not separately compensated
for serving on the Board. All other directors receive annual retainers of
$10,000 for membership on the Board and an attendance fee of $1,000 per day for
attendance at Board meetings and any Committee meetings held on the same day and
$500 per day, prorated accordingly, for Committee meetings held on days other
than Board meeting days. All directors are also reimbursed for all reasonable
expenses incurred in attending meetings. In addition, for serving on the Board,
each non-employee Director receives an initial Non-qualified Stock Options to
purchase 5,000 shares of the company's common stock at an exercise price equal
to 80% of the fair market value of the stock on the date of grant vesting 20%
per year over five years. Upon expiration of such 5 year period, such
non-employee Directors may be granted additional Nonqualified Stock Options
under the then existing stock option plan.
Performance Graph
The following Performance Graph shows the changes over the past five year
period (1991 through 1995) in the value of $100 invested in: (1) the Company's
common stock, (2) the Standard & Poor's 500 Index, and (3) the common stock of
the Computer Hardware Listed Industry Group (companies with SIC codes of 3571
and 3575) whose returns are weighted according to their respective market
capitalizations. The closing price of the Company's stock on December 31, 1990
was $2.63 and an investment of $100 would have acquired 38 shares of the
Company. On December 31, 1995 the Company's stock price closed at $9.00 making
the value of the originally acquired 38 shares $343.
The following companies are included in Computer Hardware Listed Industry
Group: Amdahl Corporation, Atari Corporation, Ceridian Corporation, Compaq
Computer Corporation, Cray Research Inc., Datapoint Corporation, Intelligent
Systems Corporation, PAR Technology Corporation, Silicon Graphics Inc., Stratus
Computer Inc., Sulcus Computer Corporation, Tandem Computers Incorporated, and
Tandy Corporation. Commodore International Limited, Convex Computer Corporation
and NBI Corporation, were formerly included in the Computer Hardware Listed
Industry Group. PAR has been advised that stock for these companies is no longer
publicly traded and therefore they are excluded from PAR's peer group.
The year-end values of each investment are based on share price
appreciation and the reinvestment of dividends.
12/31/90 12/31/91 12/31/92 12/31/93 12/31/94 12/31/95
-------- -------- -------- -------- -------- --------
PTC 100 100 233 286 252 343
PEER GROUP 100 88 97 132 177 184
S&P 500 100 130 140 155 157 215
PART IV
Item 14: Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) Documents filed as a part of the Form 10-K
(1) Financial Statements:
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Report of Independent Accountants
Consolidated Balance Sheet at December 31, 1995 and 1994
Consolidated Statement of Income for the three
years ended December 31, 1995
Consolidated Statement of Changes in Shareholders' Equity for
the three years ended December 31, 1995
Consolidated Statement of Cash Flows for the three years
ended December 31, 1995
Notes to Consolidated Financial Statements
(2) Financial Statement Schedules:
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Valuation and Qualifying Accounts and Reserves (Schedule II)
(3) List of Exhibits:
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Exhibit
No. Description of Exhibit
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3.1 Certificate of Incorporation Filed as Exhibit 3.1 to the Company's
of the Registrant, as amended. Registration Statement on Form S-2
(File No. 333-04077) incorporated
herein by reference.
3.2 By-laws of the Registrant, Filed as Exhibit 3.3 to the Company's
as amended. Registration Statement on Form S-2
(File No. 333-04077) incorporated
herein by reference.
10.1 Agreement between Taco Bell Confidential treatment requested as to
Corp. and PAR Microsystems certain portions. Redacted version
Corporation dated December 18, filed as Exhibit 10.1 to the Company's
1995. Registration Statement on Form S-2
(File No. 333-04077) incorporated
herein by reference.
10.2 Service Integration Agreement Confidential treatment requested as to
between Taco Bell Corp. and certain portions. Redacted version
PAR Microsystems Corpora- filed as Exhibit 10.2 to the Company's
tion, dated September 12, 1995. Registration Statement on Form S-2
(File No. 333-04077) incorporated
herein by reference.
11 Statement re computation of
per-share earnings.
22 Subsidiaries of the registrant.
23 Consent of independent accountants.
27 Financial Data Schedule.
(b) Reports on Form 8-K
None.
(c) Exhibits
The Company hereby files as part of this Form 10-K the exhibits listed
in Item 14(a)(3) above. Exhibits which are incorporated herein by
reference can be inspected and copied at the Public Reference Section
of the Securities and Exchange Commission (the "Commission") at 450
Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and at the
Commission's Regional Offices at 7 World Trade Center, Suite 1300, New
York, New York 10048; 1401 Brickell Avenue, Suite 200, Miami, Florida
33131; Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511; 1801 California Street, Suite 4800, Denver,
Colorado 80202-2648; and 5670 Wilshire Boulevard, 11th Floor, Los
Angeles, California 90036-3648. Copies of such materials can also be
obtained from the Public Reference Section of the Commission at Room
1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549
at prescribed rates.
(d) Financial statement schedules
See (a)(2) above.
SIGNATURES
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Pursuant to the requirements of Section 13 of 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.
PAR TECHNOLOGY CORPORATION
June 7, 1996 /s/John W. Sammon, Jr
---------------------
John W. Sammon, Jr.
Chairman of Board and President
_________________________
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.
- --------------------------------------------------------------------------------
Signatures Title Date
- --------------------------------------------------------------------------------
/s/John W. Sammon, Jr.
- ----------------------
John W. Sammon, Jr. Chairman of Board June 7, 1996
President (Principal
Executive Officer)
and Director
/s/Charles A. Constantino
- -------------------------
Charles A. Constantino Executive Vice President June 7, 1996
and Director
/s/J. Whitney Haney
- -------------------
J. Whitney Haney Director June 7, 1996
/s/Ronald J. Casciano
- ---------------------
Ronald J. Casciano Vice President, June 7, 1996
Chief Financial Officer
and Treasurer
List of Exhibits
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Exhibit
No. Description of Exhibit
- ------- ----------------------
3.1 Certificate of Incorporation Filed as Exhibit 3.1 to the
of the Registrant,as amended. Company's Registration Statement
on Form S-2(File No. 333-04077)
incorporated herein by reference.
3.2 By-laws of the Registrant, Filed as Exhibit 3.3 to the
as amended. Company's Registration Statement
on Form S-2 (File No. 333-04077)
incorporated by reference.
10.1 Agreement between Taco Bell Confidential treatment requested
Corp. and PAR Microsystems as to certain portions. Redacted
Corporation dated version filed as Exhibit 10.1 to
December 18, 1995. the Company's Registration
Statement on Form S-2
(File No. 333-04077) incorporated
herein by reference.
10.2 Service Integration Agreement Confidential treatment requested
between Taco Bell Corp. and as to certain portions. Redacted
PAR Microsystems Corporation, version filed as Exhibit 10.2 to
dated September 12, 1995. the Company's Registration
Statement on Form S-2
(File No. 333-04077) incorporated
herein by reference.
11 Statement re computation of
per-share earnings.
22 Subsidiaries of the registrant.
23 Consent of independent accountants.
27 Financial Data Schedule.