UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934
For the Fiscal Year Ended December 29, 1995
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF
1934 For the Transition Period from to
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COMMISSION FILE NUMBER 0-8771
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EVANS & SUTHERLAND
COMPUTER CORPORATION
(Exact name of registrant as specified in its charter)
UTAH 87-0278175
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
600 KOMAS DRIVE, SALT LAKE CITY, UTAH 84108
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (801) 588-1000
Securities Registered Pursuant to Section 12(b) of the Act:
"None"
Securities Registered Pursuant to Section 12(g) of the Act:
Title of Each Class
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Common Stock, $.20 par value
6% Convertible Debentures Due 2012
Preferred Stock Purchase Rights
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 ______
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K ((S) 229.405 of this chapter) 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. [ ]
The aggregate market value of the voting stock held by non-affiliates of the
Registrant as of March 1, 1996 was approximately $116,809,000.
The Registrant had issued and outstanding 8,738,939 shares of its common
stock on March 1, 1996.
DOCUMENTS INCORPORATED BY REFERENCE
Those sections or portions of the Registrant's 1995 Proxy Statement for its
Annual Meeting of Shareholders to be held on May 16, 1996 are incorporated by
reference into Part III hereof.
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.
EVANS & SUTHERLAND COMPUTER CORPORATION
April 4, 1996 By: /s/ JAMES R. OYLER
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JAMES R. OYLER, PRESIDENT
Pursuant to the requirements of the Securities and Exchange Act of 1934,
this report signed below by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.
/s/ STEWARD CARRELL * Chairman of the April 4, 1996
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STEWART CARRELL Board of Directors
/s/ JAMES R. OYLER Director and President April 4, 1996
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JAMES R. OYLER (Chief Executive Officer)
/s/ JOHN T. LEMLEY Vice President and Chief April 4, 1996
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JOHN T. LEMLEY Financial Officer
(Principal Financial and
Accounting Officer)
/s/ HENRY N. CHRISTIANSEN * Director April 4, 1996
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HENRY N. CHRISTIANSEN
/s/ PETER O. CRISP * Director April 4, 1996
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PETER O. CRISP
/s/ IVAN E. SUTHERLAND * Director April 4, 1996
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IVAN E. SUTHERLAND
/s/ JOHN E. WARNOCK * Director April 4, 1996
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JOHN E. WARNOCK
By: /s/ GARY E. MEREDITH * April 4, 1996
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GARY E. MEREDITH
Attorney-in-Fact
FORM 10-K
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND
REPORTS ON FORM 8-K
The following constitutes a list of Financial Statements, Financial
Statement Schedules, and Exhibits required to be included in this report:
1. FINANCIAL STATEMENTS - INCLUDED IN PART II, ITEM 8 OF THIS REPORT:
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Report of Management
Report of Independent Auditors
Consolidated Balance Sheets - December 29, 1995 and December 30, 1994.
Consolidated Statements of Operations - Years ended December 29, 1995,
December 30, 1994, and December 31, 1993.
Consolidated Statements of Stockholders' Equity - Years ended December 29,
1995, December 30, 1994, and December 31, 1993.
Consolidated Statements of Cash Flows - Years ended December 29, 1995,
December 30, 1994, and December 31, 1993.
Notes to Consolidated Financial Statements - Years ended December 29, 1995,
December 30, 1994, and December 31, 1993.
2. FINANCIAL STATEMENT SCHEDULES - INCLUDED IN PART IV OF THIS REPORT:
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Schedule II - Valuation and Qualifying Accounts
Schedules other than those listed above are omitted because of the absence
of conditions under which they are required or because the required
information is presented in the Financial Statements or notes thereto.
3. EXHIBITS
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3.1 Articles of Incorporation, as amended, filed as Exhibit 3.1 to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 25, 1987, and incorporated herein by this reference.
Amendments to Articles of Incorporation filed as Exhibit 3.1.1 to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 30, 1988, and incorporated herein by this reference.
3.2 By-laws, as amended, filed as Exhibit 3.2 to the Company's Annual
Report on Form 10-K for the fiscal year ended December 25, 1987, and
incorporated herein by this reference.
10.1 1985 Stock Option Plan, filed as Exhibit 1 to the Company's Post-
effective Amendment No. 1 to Registration Statement on Form S-8, SEC
File No. 2-76027, and incorporated herein by this reference.
10.2 1989 Stock Option Plan for Non-employee Directors, filed as Exhibit
10.5 to the Company's Annual Report on Form 10-K for the fiscal year
ended December 29, 1989, and incorporated herein by this reference.
10.3 The Company's 1981 Executive Stock Bonus Plan, filed as Exhibit 10.11
to the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1982, and incorporated herein by this reference.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
AND REPORTS ON FORM 8-K (CONTINUED)
3. EXHIBITS (CONTINUED)
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10.4 The Company's 1991 Employee Stock Purchase Plan, filed as Exhibit
4.1 to the Company's Registration Statement on Form S-8, SEC File
No. 33-39632, and incorporated herein by this reference.
10.5 Transition Employment and Separation Agreement dated January 19,
1994, between the Company and Mr. Richard F. Leahy, filed as Exhibit
10.7 to the Company's Annual Report on Form 10-K for the fiscal year
ended December 26, 1994, and incorporated herein by this reference.
10.6 Terms of Employment Agreement dated June 23, 1994, between the
Company and Mr. Steven C. Eror, filed as Exhibit 10.8 to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 26, 1994, and incorporated herein by this reference.
10.7 Employment Agreement dated November 17, 1994, between the Company
and Mr. Gary E. Meredith, filed as Exhibit 10.9 to the Company's
Annual Report on Form 10-K for the fiscal year ended December 26,
1994, and incorporated herein by this reference.
10.8 Employment Agreement dated November 29, 1994, between the Company
and Mr. James R. Oyler, filed as Exhibit 10.10 to the Company's
Annual Report on Form 10-K for the fiscal year ended December 26,
1994, and incorporated herein by this reference.
10.9 Release and Separation Agreement dated January 6, 1995, between the
Company and Mr. Robert A. Schumacker, filed as Exhibit 10.11 to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 26, 1994, and incorporated herein by this reference.
10.10 Mutual Release and Separation Agreement dated January 27, 1995,
between the Company and Mr. Rodney S. Rougelot, filed as Exhibit
10.12 to the Company's Annual Report on Form 10-K for the fiscal
year ended December 26, 1994, and incorporated herein by this
reference.
10.11 The Company's 1995 Long-Term Incentive Equity Plan.
10.12 Asset Purchase Agreement dated March 1, 1995, between the Company
and Parametric Technology Corporation as to E&S' divestiture of its
Design Software group (CDRS).
10.13 Settlement Agreement dated September 13, 1995, between the Company,
Thomson Training and Simulation Limited, and Hughes Aircraft
Company.
10.14 The Company's Executive Savings Plan.
10.15 The Company's Supplemental Executive Retirement Plan (SERP).
23.1 Consent of Independent Accountants.
24.1 Powers of Attorney for Messrs. Stewart Carrell, Henry N.
Christiansen, Peter O. Crisp, John T. Lemley, Gary E. Meredith,
James R. Oyler, Ivan E. Sutherland, and John E. Warnock.
No reports on Form 8-K were filed during the fourth quarter of the
year ended December 29, 1995.
EXHIBITS
TO THE
ANNUAL REPORT OF FORM 10-K
FOR THE
FISCAL YEAR ENDED DECEMBER 29, 1995
OF
EVANS & SUTHERLAND COMPUTER CORPORATION