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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
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(Mark one)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED EFFECTIVE OCTOBER 7, 1996)
For the fiscal year ended January 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from to
Commission file number 0-14625
TECH DATA CORPORATION
(Exact name of registrant as specified in its charter)
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Florida No. 59-1578329
(State or other jurisdiction (I.R.S. Employer Identification Number)
Of incorporation or organization)
5350 Tech Data Drive, Clearwater, FL 34620
(Address of principal executive offices (Zip Code)
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Registrant's telephone number including area code: (813) 539-7429
Securities registered pursuant to Section 12(g) of the Act:
Common stock, par value $.0015 per share.
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 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
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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 to Part III of this Form 10-K or any
amendment to this Form 10-K.
Aggregate market value of the voting stock held by non-affiliates of the
registrant as of March 31, 1997: $938,276,000
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Class Outstanding at March 31, 1997
Common stock, par value $.0015 per share 43,335,078
DOCUMENTS INCORPORATED BY REFERENCE
The registrant's Proxy Statement for use at the Annual Meeting of
Shareholders on June 10, 1997 is incorporated by reference in Part III of this
Form 10-K to the extent stated herein.
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PART III
PART IV
ITEM 14. Exhibits, Financial Statement Schedule, and Reports on Form 8-K
(c) the exhibit numbers on the following list correspond to the numbers
in the exhibit table required pursuant to Item 601 of Regulation S-K.
3-A(1) -- Articles of Incorporation of the Company as amended to April 23,
1986.
3-B(2) -- Articles of Amendment to Articles of Incorporation of the Company
filed on August 27, 1987.
3-C(13) -- By-Laws of the Company as amended to November 28, 1995.
3-F(9) -- Articles of Amendment to Articles of Incorporation of the Company
filed on July 15, 1993.
10-F(4) -- Incentive Stock Option Plan, as amended, and form of option
agreement.
10-G(10) -- Employee Stock Ownership Plan as amended December 16, 1994.
10-V(5) -- Employment Agreement between the Company and Edward C. Raymund
dated as of January 31, 1991.
10-W(5) -- Irrevocable Proxy and Escrow Agreement dated April 5, 1991.
10-X(6) -- First Amendment to the Employment Agreement between the Company
and Edward C. Raymund dated November 13, 1992.
10-Y(6) -- First Amendment in the nature of a Complete Substitution to the
Irrevocable Proxy and Escrow Agreement dated November 13, 1992.
10-Z(7) -- 1990 Incentive and Non-Statutory Stock Option Plan.
10-AA(7) -- Non-Statutory Stock Option Grant Form.
10-BB(7) -- Incentive Stock Option Grant Form.
10-CC(8) -- Employment Agreement between the Company and Steven A. Raymund
dated February 1, 1992.
10-EE(10)-- Retirement Savings Plan as amended January 26, 1994.
10-FF(9) -- Revolving Credit and Reimbursement Agreement dated December 22,
1993.
10-GG(9) -- Transfer and Administration Agreement dated December 22, 1993.
10-HH(10)-- Amendments (Nos. 1-4) to the Transfer and Administration
Agreement.
10-II(10)-- Amended and Restated Revolving Credit and Reimbursement
Agreement dated July 28, 1994, as amended.
10-JJ(10)-- Revolving Foreign Currency Agreement dated August 4, 1994, as
amended.
10-KK(13)-- Amendments (Nos. 5,6) to the Transfer and Administration
Agreement
10-LL(13)-- Amendments (Nos. 3-5) to the Amended and Restated Revolving
Credit and Reimbursement Agreement dated July 28, 1994, as amended.
10-MM(13)-- Amendments (Nos. 3-5) to the Revolving Foreign Currency
Agreement dated August 4, 1994, as amended.
10-NN(12)-- Non-Employee Directors' 1995 Non-Statutory Stock Option Plan.
10-OO(12)-- 1995 Employee Stock Purchase Plan.
10-PP(12)-- Employment Agreement between the Company and A. Timothy Godwin
dated as of December 5, 1995.
10-QQ(3) -- Amended and Restated Transfer and Administration Agreement
dated January 21, 1997.
10-RR(3) -- Amendment Number 1 to the Amended and Restated Transfer and
Administration Agreement dated March 3, 1997
10-SS(3) -- Revolving Credit and Reimbursement Agreement dated May 23, 1996.
21(3) -- Subsidiaries of Registrant.
99-A(11) -- Cautionary Statement For Purposes of the "Safe Harbor"
Provisions of the Private Securities Litigation Reform Act of 1995.
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(1) Incorporated by reference to the Exhibits included in the Company's
Registration Statement on Form S-1, File No. 33-4135.
(2) Incorporated by reference to the Exhibits included in the Company's
Registration Statement on Form S-1, File No. 33-21997.
(3) Filed herewith.
(4) Incorporated by reference to the Exhibits included in the Company's
Registration Statement on Form S-8, File No. 33-21879.
(5) Incorporated by reference to the Exhibits included in the Company's
Form 10-Q for the quarter ended July 31, 1991, File No. 0-14625.
(6) Incorporated by reference to the Exhibits included in the Company's
Form 10-Q for the quarter ended October 31, 1992, File No. 0-14625.
(7) Incorporated by reference to the Exhibits included in the Company's
Registration Statement on Form S-8, File No. 33-41074.
(8) Incorporated by reference to the Exhibits included in the Company's
Form 10-K for the year ended January 31, 1993, File No. 0-14625.
(9) Incorporated by reference to the Exhibits included in the Company's
Form 10-K for the year ended January 31, 1994, File No. 0-14625.
(10) Incorporated by reference to the Exhibits included in the Company's
Form 10-K for the year ended January 31, 1995, File No. 0-14625.
(11) Incorporated by reference to the Exhibits included in the Company's
Form 8-K filed on March 26, 1996, File No. 0-14625.
(12) Incorporated by reference to the Exhibits included in the Company's
Definitive Proxy Statement for the 1995 Annual Meeting of Shareholders, File No.
0-14625.
(13) Incorporated by reference to the Exhibits included in the Company's
Form 10-K for the year ended January 31, 1996, File No. 0-14625.
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 on the 29th day of
April 1997.
TECH DATA CORPORATION
By /s/ STEVEN A. RAYMUND
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Steven A. Raymund
Chairman of the Board of Directors;
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature to this Report on Form 10-K/A appears below
hereby appoints Jeffery P. Howells and Arthur W. Singleton, or either of them,
as his attorney-in-fact to sign on his behalf individually and in the capacity
stated below and to file any and all amendments and post-effective amendments to
this Report on Form 10-K/A, and any and all instruments or documents filed as a
part of or in connection with this Report on Form 10-K/A or such amendments
thereto, and the attorney-in-fact, or either of them, may make such changes and
additions to this Report on Form 10-K/A as the attorney-in-fact, or either of
them, may deem necessary or appropriate.
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.
Signature Title Date
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/s/ STEVEN A. RAYMUND Chairman of the Board of Directors; April 29, 1997
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Steven A. Raymund
/s/ JEFFERY P. HOWELLS Executive Vice President of Finance; April 29, 1997
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Jeffery P. Howells (principal financial officer)
/s/ JOSEPH B. TREPANI Vice President and Worldwide Controller; April 29, 1997
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Joseph B. Trepani
/s/ CHARLES E. ADAIR Director April 29, 1997
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Charles E. Adair
/s/ DANIEL M. DOYLE Director April 29, 1997
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Daniel M. Doyle
/s/ DONALD F. DUNN Director April 29, 1997
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Donald F. Dunn
/s/ LEWIS J. DUNN Director April 29, 1997
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Lewis J. Dunn
/s/ EDWARD C. RAYMUND Director; Chairman Emeritus April 29, 1997
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Edward C. Raymund
/s/ JOHN Y. WILLIAMS Director April 29, 1997
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John Y. Williams