SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
Amendment No. 1
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended October 31, 1996
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 0-25540
STB SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Texas 75-1855896
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1651 North Glenville Drive
Richardson, Texas 75081
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (972) 234-8750
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
None
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock, par value $0.01 per share
(Title of class)
Indicate by check mark whether the registrant (l) 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
------- -------
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. [X]
The aggregate market value on January 27, 1997 of the registrant's voting
securities held by non-affiliates was $122,584,214.
Number of shares of registrant's Common Stock, par value $0.01 per share,
outstanding as of January 27, 1996: 4,521,394.
DOCUMENTS INCORPORATED BY REFERENCE
(a) Selected portions of the registrant's Annual Report to Shareholders for
the fiscal year ended October 31, 1996. - Part II
(b) Selected portions of the registrant's preliminary Proxy Statement for
the 1997 Annual Meeting of Shareholders - Part III
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
This information is set forth under the captions "Election of Directors"
and "Executive Officers of the Company" of the Company's preliminary Proxy
Statement for the Company's 1997 Annual Meeting of Shareholders which portion
of such preliminary Proxy Statement is filed herein as Exhibit 99 and
incorporated herein by reference.
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ITEM 11. EXECUTIVE COMPENSATION.
This information is set forth under the caption "Executive Compensation
and Other Matters" of the Company's preliminary Proxy Statement for the
Company's 1997 Annual Meeting of Shareholders which portion of such
preliminary Proxy Statement is filed herein as Exhibit 99 and incorporated
herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
This information is set forth under the caption "Outstanding Capital
Stock and Stock Ownership of Directors, Certain Executive Officers and
Principal Shareholders" of the Company's preliminary Proxy Statement for the
Company's 1997 Annual Meeting of Shareholders which portion of such
preliminary Proxy Statement is filed herein as Exhibit 99 and incorporated
herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
This information is set forth under the caption "Certain Transactions"
and "Compensation and Other Committee Interlocks and Insider Participation"
of the Company's preliminary Proxy Statement for the Company's 1997 Annual
Meeting of Shareholders which portion of such preliminary Proxy Statement is
filed herein as Exhibit 99 and incorporated herein by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a) 1. The following financial statements are incorporated by reference
from the Company's 1996 Annual Report to Shareholders, which
financial statements are filed herein as Exhibit 13:
Report of Independent Accountants.
Consolidated Balance Sheets dated October 31, 1996 and 1995.
Consolidated Statement of Operations for the three years ended
October 31, 1996.
Consolidated Statement of Changes in Shareholders' Equity for
the three years ended October 31, 1996.
Consolidated Statement of Cash Flows for the three years ended
October 31, 1996.
Notes to Consolidated Financial Statements.
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2. Consolidated Financial Statement Schedule Page
----
**Report of Independent Accountants on
Financial Statement Schedule. S-1
**Consolidated Valuation and Qualifying
Accounts. S-2
All other schedules for which provision is made in the applicable
accounting regulation of the Securities & Exchange Commission are
not required under the related instructions or are inapplicable
and therefore have been omitted.
3. The following documents are filed or incorporated by reference
as exhibits to this Report:
2 Share Exchange Agreement dated December 16, 1994 by and among
the Company and the shareholders of STB Assembly, Inc.
(incorporated by reference to Exhibit 2 to the Company's
Registration Statement on Form S-1 (Registration No.
33-87612))
3.1 Amended and Restated Articles of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 to the Company's
Registration Statement on Form S-1 (Registration No.
33-87612))
3.2 Amended and Restated Bylaws of the Company (incorporated by
reference to Exhibit 3.2 to the Company's Registration
Statement on Form S-1 (Registration No. 33-87612))
4.1 Specimen of Common Stock Certificate (incorporated by
reference to Exhibit 4.1 to the Company's Registration
Statement on Form S-1 (Registration No. 33-87612))
4.2 Amended and Restated Articles of Incorporation and Bylaws of
the Company (see Exhibits 3.1 and 3.2)
4.3 Right of First Refusal Agreement dated December 16, 1994 by
and among the Company and Messrs. Ogle, Balthaser and Sims
(incorporated by reference to Exhibit 4.3 to the Company's
Registration Statement on Form S-1 (Registration No.
33-87612))
-3-
10.1 Lease Agreement dated December 6, 1988 by and between STB de
Mexico S.A. de C.V. (formerly known as Industrias Fronterizas
de Chihuahua, S.A. de C.V.) (a subsidiary of the Company, as
lessee) and Complejo Industrial Fuentes, S.A. de C.V (as
lessor), including an Agreement for Modification dated
February 25, 1994 by and between the same parties
(incorporated by reference to Exhibit 10.1 to the Company's
Registration Statement on Form S-1 (Registration No.
33-87612))
10.2 Lease Agreement, as amended, dated July 8, 1986 by and
between the Company (as lessee) and Central Park Associates,
Ltd. (as lessor) (incorporated by reference to Exhibit 10.2
to the Company's Registration Statement on Form S-1
(Registration No. 33-87612))
10.3 Intentionally omitted.
10.4 Loan and Security Agreement dated December 21, 1993 by and
between Sanwa Business Credit Corporation and STB Systems,
Inc. (incorporated by reference to Exhibit 10.4 to the
Company's Registration Statement on Form S-1 (Registration
No. 33-87612))
10.5 First Amendment to Loan and Security Agreement dated October
14, 1994 by and between Sanwa Business Credit Corporation and
the Company (incorporated by reference to Exhibit 10.5 to the
Company's Registration Statement on Form S-1 (Registration
No. 33-87612))
10.6 Second Amendment to Loan and Security Agreement dated
December 9, 1994 by and between Sanwa Business Credit
Corporation and the Company (incorporated by reference to
Exhibit 10.6 to the Company's Registration Statement on
Form S-1 (Registration No. 33-87612))
10.7 Amended and Restated Support Agreements dated October 14,
1994 from each of Messrs. Ogle, Balthaser and Sims to Sanwa
Business Credit Corporation (incorporated by reference to
Exhibit 10.7 to the Company's Registration Statement on
Form S-1 (Registration No. 33-87612))
10.8 Depository Account Agreement dated December 21, 1993 by and
among Sanwa Business Credit Corporation, Bank One, Texas,
N.A. and the Company (incorporated by reference to Exhibit
10.8 to the Company's Registration Statement on Form S-1
(Registration No. 33-87612))
-4-
10.9 Trademark Security Agreement dated December 21, 1993 by and
between Sanwa Business Credit Corporation and the Company
(incorporated by reference to Exhibit 10.9 to the Company's
Registration Statement on Form S-1 (Registration No.
33-87612))
10.10 Contingent Payment Agreement dated October 17, 1994 by and
between Sanwa Business Credit Corporation and the Company
(incorporated by reference to Exhibit 10.10 to the Company's
Registration Statement on Form S-1 (Registration No.
33-87612))
10.11 Collateral Agency Agreement dated November 30, 1994 by and
among STB de Mexico, S.A. de C.V. (formerly known as
Industrias Fronterizas de Chihuahua, S.A. de C.V.), Sanwa
Business Credit Corporation and the Company (incorporated by
reference to Exhibit 10.11 to the Company's Registration
Statement on Form S-1 (Registration No. 33-87612))
*10.12 Company's Stock Option Plan for Non-Employee Directors
(incorporated by reference to Exhibit 10.12 to the Company's
Registration Statement on Form S-1 (Registration No.
33-87612))
*10.13 Company's 1995 Long Term Incentive Plan (incorporated by
reference to Exhibit 10.13 to the Company's Registration
Statement on Form S-1 (Registration No. 33-87612))
10.14 Intentionally omitted.
10.15 Tax Allocation and Indemnification Agreement dated December
16, 1994 by and among the Company and Messrs. Ogle,
Balthaser and Sims (incorporated by reference to Exhibit
10.15 to the Company's Registration Statement on Form S-1
(Registration No. 33-87612))
*10.16 Founding Shareholder Note by and between the Company and
William E. Ogle (incorporated by reference to Exhibit 10.16
to the Company's Annual Report on Form 10-K for the fiscal
year ended October 1, 1995)
*10.17 Agreements by and between Breedlove Wesneski & Co. (and one
of its affiliates) and the Company dated July 16, 1993,
April 6, 1994 and October 18, 1994 (incorporated by
reference to Exhibit 10.17 to the Company's Registration
Statement on Form S-1 (Registration No. 33-87612))
10.18 Intentionally omitted.
10.19 Intentionally omitted.
10.20 Intentionally omitted.
-5-
10.21 Agreement dated September 9, 1994, by and between the
Company and Gateway 2000, Inc. (incorporated by reference
to Exhibit 10.21 to the Company's Registration Statement on
Form S-1 (Registration No. 33-87612))
10.22 Third Amendment to Loan and Security Agreement dated
February 8, 1995 by and between Sanwa Business Credit
Corporation and the Company (incorporated by reference to
Exhibit 10.22 to the Company's Registration Statement on
Form S-1 (Registration No. 33-87612))
*10.23 Indemnification Agreement dated February 8, 1995 by and
between William E. Ogle and the Company (incorporated by
reference to Exhibit 10.23 to the Company's Registration
Statement on Form S-1 (Registration No. 33-87612))
*10.24 Indemnification Agreement dated February 8, 1995 by and
between Randall D. Eisenbach and the Company (incorporated
by reference to Exhibit 10.24 to the Company's Registration
Statement on Form S-1 (Registration No. 33-87612))
*10.25 Indemnification Agreement dated February 8, 1995 by and
between James L Hopkins and the Company (incorporated by
reference to Exhibit 10.25 to the Company's Registration
Statement on Form S-1 (Registration No. 33-87612))
*10.26 Indemnification Agreement dated February 8, 1995 by and
between Mark S. Sims and the Company (incorporated by
reference to Exhibit 10.26 to the Company's Registration
Statement on Form S-1 (Registration No. 33-87612))
*10.27 Indemnification Agreement dated February 8, 1995 by and
between William D. Balthaser Jr. and the Company
(incorporated by reference to Exhibit 10.27 to the
Company's Registration Statement on Form S-1 (Registration
No. 33-87612))
*10.28 Indemnification Agreement dated February 8, 1995 by and
between James J. Byrne and the Company (incorporated by
reference to Exhibit 10.28 to the Company's Registration
Statement on Form S-1 (Registration No. 33-87612))
-6-
*10.29 Indemnification Agreement dated February 8, 1995 by and
between Lawrence E. Wesneski and the Company (incorporated
by reference to Exhibit 10.29 to the Company's Registration
Statement on Form S-1 (Registration No. 33-87612))
*10.30 Indemnification Agreement dated February 8, 1995 by and
between J. Shane Long and the Company (incorporated by
reference to Exhibit 10.30 to the Company's Registration
Statement on Form S-1 (Registration No. 33-87612))
10.31 Underwriting Agreement by and among the Company, Messrs.
Balthaser and Sims (the selling shareholders) and Rauscher
Pierce Refsnes, Inc. and Sutro & Co. Incorporated
(incorporated by reference to Exhibit 10.31 to the Company's
Annual Report on Form 10-K for the fiscal year ended
October 31, 1995)
10.32 Lease Agreement dated June, 1995, by and between the Company
(as lessee) and Springcreek Place, Ltd. (as lessor)
(incorporated by reference to Exhibit 10.32 to the Company's
Annual Report on Form 10-K for the fiscal year ended October
31, 1995)
10.33 Lease Agreement dated December 19, 1994, by and between the
Company (as lessee) and 50 Walter Jones Blvd., Inc. (as
lessor) (incorporated by reference to Exhibit 10.33 to the
Company's Annual Report on Form 10-K for the fiscal year
ended October 31, 1995)
10.34 Fourth Amendment to Loan and Security Agreement dated
January 5, 1996, by and between Sanwa Business Credit
Corporation and the Company (incorporated by reference to
Exhibit 10.34 to the Company's Annual Report on Form 10-K or
the fiscal year ended October 31, 1995)
*10.35 Founding Shareholder Note by and between the Company and
William D. Balthaser, Jr. (incorporated by reference to
Exhibit 10.35 to the Company's Annual Report on Form 10-K
for the fiscal year ended October 31, 1995)
*10.36 Founding Shareholder Note by and between the Company and
Mark S. Sims (incorporated by reference to Exhibit 10.36 to
the Company's Annual Report on Form 10-K for the fiscal year
ended October 31, 1995)
-7-
10.37 Addendum to Lease Agreement dated March 7, 1996 by and
between the Company (as lessee) and Springcreek Place, Ltd.
(as lessor) (incorporated by reference to Exhibit 10.37 to
the Company's Quarterly Report on Form 10-Q for the quarter
ended January 31, 1996)
*10.38 STB Systems, Inc. 1995 Employee Stock Option Purchase Plan
(as amended) (incorporated by reference to Exhibit 10.38 to
the Company's Quarterly Report on Form 10-Q for the quarter
ended January 31, 1996)
10.39 Lease Agreement dated April 18, 1996 by and between the
Company (as lessee) and I Cypresswood Building (as lessor)
(incorporated by reference to Exhibit 10.39 to the Company's
Quarterly Report on Form 10-Q for the quarter ended April
30, 1996)
10.40 Sublease Agreement dated August 1996 by and between ADC
Telecommunications, Inc. (as sublessor) and the Company (as
sublessee) (incorporated by reference to Exhibit 10.40 to
the Company's Registration Statement on Form S-1
(Registration No. 333-14313))
10.41 Lease Contract dated October 4, 1996 by and between STB de
Mexico, S.A. de C.V. (as lessee) and Complejo Industrial
Fuentes, S.A. de C.V. (as lessor) (incorporated by reference
to Exhibit 10.41 to the Company's Registration Statement on
Form S-1 (Registration No. 333-14313))
*10.42 Employment Agreement dated November 1, 1996 by and between
the Company and William E. Ogle (incorporated by reference
to Exhibit 10.42 to the Company's Registration Statement on
Form S-1 (Registration No. 333-14313))
*10.43 Employment Agreement dated November 1, 1996 by and between
the Company and Randall D. Eisenbach (incorporated by
reference to Exhibit 10.43 to the Company's Registration
Statement on Form S-1 (Registration No. 333-14313))
*10.44 Employment Agreement dated November 1, 1996 by and between
the Company and James L. Hopkins (incorporated by reference
to Exhibit 10.44 to the Company's Registration Statement on
Form S-1 (Registration No. 333-14313))
-8-
*10.45 Employment Agreement dated November 1, 1996 by and between
the Company and J. Shane Long (incorporated by reference to
Exhibit 10.45 to the Company's Registration Statement on
Form S-1 (Registration No. 333-14313))
10.46 Modification Agreement dated October 4, 1996 by and between
STB de Mexico, S.A. de C.V. and Complejo Industrial Fuentes,
S.A. de C.V. (relating to the Lease Agreement filed as
Exhibit 10.1 hereto) (incorporated by reference to Exhibit
10.46 to the Company's Registration Statement on Form S-1
(Registration No. 333-14313))
*10.47 Amended and Restated Profit Sharing Incentive Plan
(incorporated by reference to Exhibit 10.47 to the Company's
Registration Statement on Form S-1 (Registration No.
333-14313))
10.48 Lease Agreement by and between the Company and Banc One
Leasing Corporation dated October 30, 1996, together with
related attachments (incorporated by reference to Exhibit
10.48 to the Company's Registration Statement on Form S-1
(Registration No. 333-14313))
**11.1 Computation of Earnings Per Common Share and Common
Equivalent Share
**13 Selected portions of the Company's Annual Report to
Shareholders for fiscal year ended October 31, 1996
**21 Subsidiaries of the Company
**23 Consent of Price Waterhouse LLP
**24 Powers of Attorney
**27 Financial Data Schedule
***99 Selected portions of the Company's preliminary
Proxy Statement for the Company's 1997 Annual Meeting
of Shareholders
-------------------
* Management contract or compensatory plan or arrangement.
** Previously filed.
*** Filed herewith.
-9-
The Company will furnish a copy of any exhibit listed above
to any shareholder without charge upon written request to
Mr. Bryan F. Keyes, Treasurer, 1651 North Glenville Drive,
Richardson, Texas 75081.
(b) No reports on Form 8-K were filed during the last quarter of the
period covered by this Report.
-10-
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
STB SYSTEMS, INC.
By: /s/ William E. Ogle
------------------------------
William E. Ogle
Chairman of the Board
and Chief Executive Officer
Dated: February 28, 1997
-11-
EXHIBIT INDEX
EXHIBIT
-------
2 Share Exchange Agreement dated December 16, 1994 by and among the
Company and the shareholders of STB Assembly, Inc. (incorporated
by reference to Exhibit 2 to the Company's Registration Statement
on Form S-1 (Registration No. 33-87612))
3.1 Amended and Restated Articles of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 to the Company's
Registration Statement on Form S-1 (Registration No. 33-87612))
3.2 Amended and Restated Bylaws of the Company (incorporated by
reference to Exhibit 3.2 to the Company's Registration Statement
on Form S-1 (Registration No. 33-87612))
4.1 Specimen of Common Stock Certificate (incorporated by reference
to Exhibit 4.1 to the Company's Registration Statement on Form
S-1 (Registration No. 33-87612))
4.2 Amended and Restated Articles of Incorporation and Bylaws of the
Company (see Exhibits 3.1 and 3.2)
4.3 Right of First Refusal Agreement dated December 16, 1994 by and
among the Company and Messrs. Ogle, Balthaser and Sims
(incorporated by reference to Exhibit 4.3 to the Company's
Registration Statement on Form S-1 (Registration No. 33-87612))
10.1 Lease Agreement dated December 6, 1988 by and between STB de Mexico
S.A. de C.V. (formerly known as Industrias Fronterizas de Chihuahua,
S.A. de C.V.) (a subsidiary of the Company, as lessee) and Complejo
Industrial Fuentes, S.A. de C.V (as lessor), including an Agreement
for Modification dated February 25, 1994 by and between the same
parties (incorporated by reference to Exhibit 10.1 to the Company's
Registration Statement on Form S-1 (Registration No. 33-87612))
10.2 Lease Agreement, as amended, dated July 8, 1986 by and between the
Company (as lessee) and Central Park Associates, Ltd. (as lessor)
(incorporated by reference to Exhibit 10.2 to the Company's
Registration Statement on Form S-1 (Registration No. 33-87612))
10.3 Intentionally Omitted
10.4 Loan and Security Agreement dated December 21, 1993 by and between
Sanwa Business Credit Corporation and STB Systems, Inc. (incorporated
by reference to Exhibit 10.4 to the Company's Registration Statement
on Form S-1 (Registration No. 33-87612))
EXHIBIT
-------
10.5 First Amendment to Loan and Security Agreement dated October 14, 1994
by and between Sanwa Business Credit Corporation and the Company
(incorporated by reference to Exhibit 10.5 to the Company's
Registration Statement on Form S-1 (Registration No. 33-87612))
10.6 Second Amendment to Loan and Security Agreement dated December 9, 1994
by and between Sanwa Business Credit Corporation and the Company
(incorporated by reference to Exhibit 10.6 to the Company's
Registration Statement on Form S-1 (Registration No. 33-87612))
10.7 Amended and Restated Support Agreements dated October 14, 1994 from
each of Messrs. Ogle, Balthaser and Sims to Sanwa Business Credit
Corporation (incorporated by reference to Exhibit 10.7 to the
Company's Registration Statement on Form S-1 (Registration No.
33-87612))
10.8 Depository Account Agreement dated December 21, 1993 by and among
Sanwa Business Credit Corporation, Bank One, Texas, N.A. and the
Company (incorporated by reference to Exhibit 10.8 to the Company's
Registration Statement on Form S-1 (Registration No. 33-87612))
10.9 Trademark Security Agreement dated December 21, 1993 by and between
Sanwa Business Credit Corporation and the Company (incorporated by
reference to Exhibit 10.9 to the Company's Registration Statement on
Form S-1 (Registration No. 33-87612))
10.10 Contingent Payment Agreement dated October 17, 1994 by and between
Sanwa Business Credit Corporation and the Company (incorporated by
reference to Exhibit 10.10 to the Company's Registration Statement on
Form S-1 (Registration No. 33-87612))
10.11 Collateral Agency Agreement dated November 30, 1994 by and among STB
de Mexico, S.A. de C.V. (formerly known as Industrias Fronterizas de
Chihuahua, S.A. de C.V.), Sanwa Business Credit Corporation and the
Company (incorporated by reference to Exhibit 10.11 to the Company's
Registration Statement on Form S-1 (Registration No. 33-87612))
*10.12 Company's Stock Option Plan for Non-Employee Directors (incorporated
by reference to Exhibit 10.12 to the Company's Registration Statement
on Form S-1 (Registration No. 33-87612))
*10.13 Company's 1995 Long Term Incentive Plan (incorporated by reference to
Exhibit 10.13 to the Company's Registration Statement on Form S-1
(Registration No. 33-87612))
10.14 Intentionally Omitted
EXHIBIT
-------
10.15 Tax Allocation and Indemnification Agreement dated December 16, 1994
by and among the Company and Messrs. Ogle, Balthaser and Sims
(incorporated by reference to Exhibit 10.15 to the Company's
Registration Statement on Form S-1 (Registration No. 33-87612))
*10.16 Founding Shareholder Note by and between the Company and William E.
Ogle (incorporated by reference to Exhibit 10.16 to the Company's
Annual Report on Form 10-K for the fiscal year ended October 1, 1995)
*10.17 Agreements by and between Breedlove Wesneski & Co. (and one of its
affiliates) and the Company dated July 16, 1993, April 6, 1994 and
October 18, 1994 (incorporated by reference to Exhibit 10.17 to the
Company's Registration Statement on Form S-1 (Registration No.
33-87612))
10.18 Intentionally Omitted
10.19 Intentionally Omitted
10.20 Intentionally Omitted
10.21 Agreement dated September 9, 1994, by and between the Company and
Gateway 2000, Inc. (incorporated by reference to Exhibit 10.21 to
the Company's Registration Statement on Form S-1 (Registration No.
33-87612))
10.22 Third Amendment to Loan and Security Agreement dated February 8, 1995
by and between Sanwa Business Credit Corporation and the Company
(incorporated by reference to Exhibit 10.22 to the Company's
Registration Statement on Form S-1 (Registration No. 33-87612))
*10.23 Indemnification Agreement dated February 8, 1995 by and between
William E. Ogle and the Company (incorporated by reference to
Exhibit 10.23 to the Company's Registration Statement on Form S-1
(Registration No. 33-87612))
*10.24 Indemnification Agreement dated February 8, 1995 by and between
Randall D. Eisenbach and the Company (incorporated by reference to
Exhibit 10.24 to the Company's Registration Statement on Form S-1
(Registration No. 33-87612))
*10.25 Indemnification Agreement dated February 8, 1995 by and between
James L. Hopkins and the Company (incorporated by reference to
Exhibit 10.25 to the Company's Registration Statement on Form S-1
(Registration No. 33-87612))
*10.26 Indemnification Agreement dated February 8, 1995 by and between Mark
S. Sims and the Company (incorporated by reference to Exhibit 10.26
to the Company's Registration Statement on Form S-1 (Registration No.
33-87612))
*10.27 Indemnification Agreement dated February 8, 1995 by and between
William D. Balthaser Jr. and the Company (incorporated by reference to
Exhibit 10.27 to the Company's Registration Statement on Form S-1
(Registration No. 33-87612))
EXHIBIT
-------
*10.28 Indemnification Agreement dated February 8, 1995 by and between
James J. Byrne and the Company (incorporated by reference to Exhibit
10.28 to the Company's Registration Statement on Form S-1
(Registration No. 33-87612))
*10.29 Indemnification Agreement dated February 8, 1995 by and between
Lawrence E. Wesneski and the Company (incorporated by reference to
Exhibit 10.29 to the Company's Registration Statement on Form S-1
(Registration No. 33-87612))
*10.30 Indemnification Agreement dated February 8, 1995 by and between J.
Shane Long and the Company (incorporated by reference to Exhibit 10.30
to the Company's Registration Statement on Form S-1 (Registration No.
33-87612))
10.31 Underwriting Agreement by and among the Company, Messrs. Balthaser and
Sims (the selling shareholders) and Rauscher Pierce Refsnes, Inc. and
Sutro & Co. Incorporated (incorporated by reference to Exhibit 10.31
to the Company's Annual Report on Form 10-K for the fiscal year ended
October 31, 1995)
10.32 Lease Agreement dated June, 1995, by and between the Company (as
lessee) and Springcreek Place, Ltd. (as lessor) (incorporated by
reference to Exhibit 10.32 to the Company's Annual Report on Form 10-K
for the fiscal year ended October 31, 1995)
10.33 Lease Agreement dated December 19, 1994, by and between the Company
(as lessee) and 50 Walter Jones Blvd., Inc. (as lessor) (incorporated
by reference to Exhibit 10.33 to the Company's Annual Report on Form
10-K for the fiscal year ended October 31, 1995)
10.34 Fourth Amendment to Loan and Security Agreement dated January 5, 1996,
by and between Sanwa Business Credit Corporation and the Company
(incorporated by reference to Exhibit 10.34 to the Company's Annual
Report on Form 10-K or the fiscal year ended October 31, 1995)
*10.35 Founding Shareholder Note by and between the Company and William D.
Balthaser, Jr. (incorporated by reference to Exhibit 10.35 to the
Company's Annual Report on Form 10-K for the fiscal year ended
October 31, 1995)
*10.36 Founding Shareholder Note by and between the Company and Mark S. Sims
(incorporated by reference to Exhibit 10.36 to the Company's Annual
Report on Form 10-K for the fiscal year ended October 31, 1995)
10.37 Addendum to Lease Agreement dated March 7, 1996 by and between the
Company (as lessee) and Springcreek Place, Ltd. (as lessor)
(incorporated by reference to Exhibit 10.37 to the Company's Quarterly
Report on Form 10-Q for the quarter ended January 31, 1996)
EXHIBIT
-------
*10.38 STB Systems, Inc. 1995 Employee Stock Option Purchase Plan (as
amended) (incorporated by reference to Exhibit 10.38 to the Company's
Quarterly Report on Form 10-Q for the quarter ended January 31, 1996)
10.39 Lease Agreement dated April 18, 1996 by and between the Company (as
lessee) and I Cypresswood Building (as lessor) (incorporated by
reference to Exhibit 10.39 to the Company's Quarterly Report on Form
10-Q for the quarter ended April 30, 1996)
10.40 Sublease Agreement dated August 1996 by and between ADC
Telecommunications, Inc. (as sublessor) and the Company (as sublessee)
(incorporated by reference to Exhibit 10.40 to the Company's
Registration Statement on Form S-1 (Registration No. 333-14313))
10.41 Lease Contract dated October 4, 1996 by and between STB de Mexico,
S.A. de C.V. (as lessee) and Complejo Industrial Fuentes, S.A. de C.V.
(as lessor) (incorporated by reference to Exhibit 10.41 to the
Company's Registration Statement on Form S-1 (Registration No.
333-14313))
*10.42 Employment Agreement dated November 1, 1996 by and between the Company
and William E. Ogle (incorporated by reference to Exhibit 10.42 to the
Company's Registration Statement on Form S-1 (Registration No.
333-14313))
*10.43 Employment Agreement dated November 1, 1996 by and between the Company
and Randall D. Eisenbach (incorporated by reference to Exhibit 10.43
to the Company's Registration Statement on Form S-1 (Registration No.
333-14313))
*10.44 Employment Agreement dated November 1, 1996 by and between the Company
and James L. Hopkins (incorporated by reference to Exhibit 10.44 to
the Company's Registration Statement on Form S-1 (Registration No.
333-14313))
*10.45 Employment Agreement dated November 1, 1996 by and between the Company
and J. Shane Long (incorporated by reference to Exhibit 10.45 to the
Company's Registration Statement on Form S-1 (Registration No.
333-14313))
10.46 Modification Agreement dated October 4, 1996 by and between STB de
Mexico, S.A. de C.V. and Complejo Industrial Fuentes, S.A. de C.V.
(relating to the Lease Agreement filed as Exhibit 10.1 hereto)
(incorporated by reference to Exhibit 10.46 to the Company's
Registration Statement on Form S-1 (Registration No. 333-14313))
EXHIBIT
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*10.47 Amended and Restated Profit Sharing Incentive Plan (incorporated by
reference to Exhibit 10.47 to the Company's Registration Statement on
Form S-1 (Registration No. 333-14313))
10.48 Lease Agreement by and between the Company and Banc One Leasing
Corporation dated October 30, 1996, together with related attachments
(incorporated by reference to Exhibit 10.48 to the Company's
Registration Statement on Form S-1 (Registration No. 333-14313))
**11.1 Computation of Earnings Per Common Share and Common Equivalent Share
**13 Selected portions of the Company's Annual Report to Shareholders for
fiscal year ended October 31, 1996
**21 Subsidiaries of the Company
**23 Consent of Price Waterhouse LLP
**24 Powers of Attorney (included on first signature page)
**27 Financial Data Schedule
***99 Selected portions of the Company's preliminary Proxy Statement for
the Company's 1997 Annual Meeting of Shareholders
--------------------
* Management contract or compensatory plan or arrangement. The
Company will furnish a copy of any exhibit listed above to any
shareholder without charge upon written request to Mr. Bryan F.
Keyes, Treasurer, 1651 North Glenville Drive, Richardson, Texas
75081.
** Previously filed.
***Filed herewith.