SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K 405/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER: 1-9724
SPECTRAVISION, INC.
(Exact Name of Registrant as specified in its charter)
DELAWARE 75-2182004
(State of Incorporation) (I.R.S. Employee Identification No.)
1501 NORTH PLANO ROAD, RICHARDSON, TEXAS 75083-0775
(Address of Principal Executive Offices) (Zip code)
Registrant's telephone number, including area code: (214) 234-2721
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
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Class B Common Stock, $0.001 Par Value American Stock Exchange
Contingent Value Rights American Stock Exchange
11.65% Senior Subordinated Reset Notes, due 2002 American Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: None
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 ___
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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 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 Class B Common Stock held by
non-affiliates of the Registrant as of March 24, 1995: $6,050,587. There is no
established public trading market for the Registrant's Class A Common Stock. As
of March 24, 1995, there were 19,390,379 shares of the Registrant's Class B
Common Stock outstanding and 4,593,526 shares of Class A Common Stock
outstanding.
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Indicate by check mark whether the Registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes [X] No ___
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DOCUMENTS INCORPORATED BY REFERENCE
None.
TABLE OF CONTENTS
Page
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PART IV.................................................................. 1
Item 14. Exhibits, Financial Statements, Schedules and Reports on
Form 8-K...................................................... 1
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K
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(A)(3)EXHIBITS
Exhibit No. Description
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2.0 Order dated October 29, 1992 confirming debtors'
plan of reorganization under Chapter 11 of the
bankruptcy code (Filed as Exhibit 2 to the
Company's Report on Form 10-Q for the period
ended September 30, 1992 (Commission File No. 1-
9724) and incorporated herein by reference)
3.1 Certificate of Incorporation of SPI Holding,
Inc. (Filed as Exhibit 3(a) to the Company's
Registration Statement on Form S-4 (Registration
No. 33-16859) and incorporated herein by
reference)
3.1.1 Certificate of Amendment of the Certificate of
Incorporation of SPI Holding, Inc. (Filed as
Exhibit 3(b) to the Company's 1988 Form 10-K
(Commission File No. 1-9724) and incorporated
herein by reference)
3.1.2 Certificate of Amendment of the Certificate of
Incorporation of SPI Holding, Inc. filed April
12, 1989 (Filed as Exhibit 3 to the Company's
Report on Form 8-K dated April 26, 1989
(Commission File No. 1-9724) and incorporated
herein by reference)
3.1.3 Certificate of Amendment of the Certificate of
Incorporation of SPI Holding, Inc. filed
September 13, 1991 (Filed as Exhibit 3.1.3 to
the Company's Registration Statement on Form S-4
(Registration No. 33-43199) and incorporated
herein by reference)
3.1.4 Certificate of Amendment of the Certificate of
Incorporation of SPI Holding, Inc. filed July 1,
1992 (Filed as Exhibit 3.1.4 to the Company's
Registration Statement on Form S-4 (Registration
No. 33-43199) and incorporated herein by
reference)
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3.1.5 Certificate of Amendment of the Certificate of
Incorporation of SPI Holding, Inc. filed
November 23, 1992 (Filed as Exhibit 3.1.5 to the
Company's 1992 Form 10-K (Commission File No. 1-
9724) and incorporated herein by reference)
3.1.6 Certificate of Amendment of the Certificate of
Incorporation of SpectraVision, Inc. (Filed as
Exhibit 3.1.6 to the Company's Report of Form
10-Q for the period ended June 30, 1994
(Commission File No. 1-9724) and incorporated
herein by reference)
3.2 Amended and Restated Bylaws of SPI Holding, Inc.
(filed as Exhibit 3.2 to the Company's
Registration Statement on Form S-4 (Registration
No. 33-43199) and incorporated herein by
reference)
3.3 Certificate of Incorporation of Spectradyne,
Inc. (Filed as Exhibit 3.4 to the Company's
Registration Statement on Form S-1/S-3
(Registration No. 33-62502) and incorporated
herein by reference)
3.4 Amended and Restated Bylaws of Spectradyne, Inc.
(Filed as Exhibit 3.5 to the Company's
Registration Statement on Form S-2/S-3
(Registration No. 33-62502) and incorporated
herein by reference)
3.6 Certificate of Incorporation of SPI Newco, Inc.
(Filed as Exhibit 3.6 to the Company's
Registration Statement on Form S-1/S-3
(Registration No. 33-62502) and incorporated
herein by reference)
3.7 By-Laws of SPI Newco, Inc. (Filed as Exhibit 3.7
to the Company's Registration Statement on Form
S-1/S-3 (Registration No. 33-62502) and
incorporated herein by reference)
4.1 Indenture dated as of November 23, 1992 by and
among SPI Holding, Inc., Spectradyne, Inc., SPI
Newco, Inc., and U.S. Trust Company of Texas,
N.A., as Trustee, re: 11 1/2% Senior
Subordinated Reset Notes due 2002 (Filed as
Exhibit 4.2 to the Company's 1992 Form 10-K
(Commission File No. 1-9724) and incorporated
herein by reference)
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4.2 Form of Note (Filed as Exhibit 4.2 to the
Company's Registration Statement on Form S-1/S-2
(Registration No. 33-66762) and incorporated
herein by reference)
4.4 Contingent Value Rights Agreement dated as of
November 23, 1992 by and among SPI Holding,
Inc., Spectradyne, Inc., and U.S. Trust Company
of Texas, N.A., as Trustee, re: Contingent Value
Rights (Filed as Exhibit 4.3 to the Company's
1992 Form 10-K (Commission File No. 1-9724) and
incorporated herein by reference)
4.5 Form of Indenture dated as of October 1, 1993 by
and among SPI Holding, Inc., Spectradyne, Inc.,
SPI Newco, Inc., and First Trust National
Association, as Trustee, re: 11 1/2% Senior
Discount Notes due 2001 (Filed as Exhibit 4.5 to
the Company's Registration Statement on Form S-
1/S-3 (Registration No. 33-66762) and
incorporated herein by reference)
10.9 Agreement dated January 1, 1990 between
Spectradyne, Inc. and International Alliance
Theatrical Stage Employees and Moving Picture
Machine Operators of the United States and
Canada, AFL-CIO (filed as Exhibit 10.1 to the
Company's Registration Statement on Form S-4
(Registration No. 33-43199) and incorporated
herein by reference)
10.12 Warrant Agreement dated as of October 8, 1987,
between SPI Holding, Inc. and the rights agent
thereunder (Filed as Exhibit 10(u) to the
Company's 1988 Form 10-K (Commission File No. 1-
9724) and incorporated herein by reference)
10.13 Terms and conditions of Credit Facilities dated
as of April 5, 1990 between The Royal Bank of
Canada and Spectravision of Canada, Inc. (filed
as Exhibit 10.10 to the Company's Registration
Statement on Form S-4 (Registration No. 33-
43199) and incorporated herein by reference)
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10.15 Employment Agreement dated as of January 28,
1992 between SPI Holding, Inc., Spectradyne,
Inc. and Albert D. Jerome (Filed as Exhibit
10.15 to the Company's Registration Statement on
Form S-4 (Registration No. 33-43199) and
incorporated herein by reference)
10.16* Employment Agreement dated August 31, 1994
between SpectraVision and Gary Weik
10.17* Amendment Number One dated January 1, 1995 to
Employment Agreement between SpectraVision and
Gary Weik
10.18* Restated Employment Agreement dated September
21, 1994 between SpectraVision, Inc. and Richard
M. Gozia
10.19 Personal Services Agreement dated April 5, 1994
between Spectradyne, Inc. and Harry S. Budow and
Amendment to the Personal Services Agreement
dated March 24, 1994 between Spectradyne, Inc.
and Harry S. Budow (Filed as Exhibits 10.14 and
10.15 to the Company's 1993 Form 10-K
(Commission File No. 1-9724) and incorporated
herein by reference).
10.20* Employment Agreement dated January 1, 1995
between SpectraVision, Inc. and Howard D.
Gardner.
10.21* Restated Employment Agreement dated December 5,
1994 between SpectraVision, Inc. and Elaine
Parrish
10.22 Executive Retirement Plan (Filed as Exhibit
10(g) to Spectradyne, Inc.'s 1986 Form 10-K
(Commission File No. 0-9312) and incorporated
herein by reference)
10.23 Management Incentive Bonus Plan of
SpectraVision, Inc. dated February 2, 1994
(Filed as Exhibit 10.17 to the Company's 1993
Form 10-K (Commission File No. 1-9724) and
incorporated herein by reference.)
10.24*** Agreement for Phase 1 Information Technology
Services between Spectradyne, Inc. and
Electronic Data Systems Corporation dated as of
July 28, 1993.
10.25*** Phase 2 Information Technology Product and
Service Agreement between Electronic Data
Systems
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Corporation and Spectradyne, Inc., dated as of
August 27, 1993.
10.26** Addendum No. 2 to Phase 2 Operating Lease,
between Spectradyne, Inc. and Electronic Data
Systems Corporation, dated as of August 27,
1993.
10.27** Addendum No. 4 to Phase 1 Operating Lease
between Spectradyne, Inc. and Electronic Data
Systems Corporation, dated as of July 28, 1993.
10.28** Special Provisions Agreement among Spectradyne,
Inc., SpectraVision, Inc., and Electronic Data
Systems Corporation, dated as of January 1,
1995.
10.29** Technology Services Agreement between
Spectradyne, Inc. and Certech Technology, Inc.,
dated as of December 17, 1993.
10.30*** Personal Computer Functionality Management
Agreement between SPI Holding, Inc. and EDS
Technical Products Corporation, dated July 28,
1993.
22* Subsidiaries of SpectraVision, Inc.
27* Financial Data Schedule for the year ended
December 31, 1994.
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* Previously filed with the Form 10-K on April 6, 1995.
** Previously filed with the Form 10-K/A on May 1, 1995.
*** Exhibits 10.24, 10.25 and 10.30 are the subject of an application for
confidential treatment made pursuant to Rule 24b-2.
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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, IN THE CITY OF
RICHARDSON, STATE OF TEXAS ON JUNE 5, 1995.
SpectraVision, Inc.
By: /s/ Richard M. Gozia
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Richard M. Gozia
Executive Vice President and
Chief Financial Officer
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