SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A-1
Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the fiscal year ended September 30, 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 0-10902
INTERFACE SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware 38-1857379
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
5855 Interface Drive
Ann Arbor, Michigan 48103
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (313) 769-5900
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock Purchase Warrants
Common Stock, par value $.10
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, 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 of the registrant's voting stock held by non-
affiliates as of December 26, 1995, computed by reference to the closing
price per share for such stock on the Nasdaq Stock Market National Market on
such date, was approximately $38,176,196 (assuming, but not admitting for
any purpose, that all executive officers and directors of the registrant may
be deemed affiliates).
The number of shares outstanding of the registrant's common stock as of
December 26, 1996 was 4,212,418. Portions of the Registrant's definitive
Proxy Statement for its 1996 Annual Meeting of Shareholders, which will be
filed with the Securities and Exchange Commission pursuant to Regulation
14A, not later than 120 days after the end of the fiscal year is
incorporated by reference in Part III (Items 10, 11, 12, and 13) of this
Form 10-K.
ITEM 3. LEGAL PROCEEDINGS
On November 15, 1995, a class action complaint was filed by Albert Socolov,
in the United States District Court, Eastern District of Michigan, against
the Company, Carl L. Bixby, David O. Schupp and George W. Perrett, Jr., and
notice of the action was provided to the Company on December 22, 1995
(Socolov v. Interface Systems, Inc., Carl L. Bixby, David O. Schupp and
George W. Perrett, Jr., U.S. D.C., E.D. 95 CV 40413FL). Messrs. Bixby,
Schupp and Perrett are all directors of the Company and hold the offices of
President, Treasurer and Secretary, respectively, of the Company. The
complaint alleges violations of Rule 10b-5 of the Securities Exchange Act of
1934 (the "Exchange Act"), liability under Section 20 of the Exchange Act
and claims of common law fraud and deceit and negligent misrepresentation,
based upon certain non-disclosures by the Company and its named officers
related primarily to the effect of the acquisition of the Mekom distribution
business on the Company. The plaintiffs seek relief for compensatory and
punitive damages, together with pre-judgment interest, and plaintiffs' costs
and disbursements, including reasonable allowances for fees for plaintiffs'
attorneys and experts.
The Company believes that the described action is without merit and plans to
defend the suit vigorously.
SIGNATURES
Pursuant to the requirements of Section 13 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.
INTERFACE SYSTEMS, INC.
Dated: January 12, 1996 By:/s/ Carl L. Bixby, President