-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DbQY03WFKbTgmCoOXq8xrO5QWLe6NclHtgM0vuPBBB8zDQ659XRnkGcwZrva8iIW 7UgYI+Xk9371yvg0QK/G2w== 0000944209-98-000566.txt : 19980323 0000944209-98-000566.hdr.sgml : 19980323 ACCESSION NUMBER: 0000944209-98-000566 CONFORMED SUBMISSION TYPE: 10-K405/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980320 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: DIGITAL SOUND CORP CENTRAL INDEX KEY: 0000718576 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 953222624 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405/A SEC ACT: SEC FILE NUMBER: 000-18280 FILM NUMBER: 98570400 BUSINESS ADDRESS: STREET 1: 6307 CARPINTERIA AVE CITY: CARPINTERIA STATE: CA ZIP: 93013 BUSINESS PHONE: 8055662255X2154 MAIL ADDRESS: STREET 1: 6307 CARPINTERIA AVE CITY: CARPINTERIA STATE: CA ZIP: 93013 10-K405/A 1 FORM 10-K405/A 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 EXCHANGE ACT OF 1934 [FEE REQUIRED] FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997. OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] FOR THE TRANSITION PERIOD FROM __________________ TO _________________ COMMISSION FILE NUMBER: 0-18280 ------- DIGITAL SOUND CORPORATION --------------------------------------------- (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) CALIFORNIA 95-3222624 ---------------------------------- --------------------- (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER) INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 6307 CARPINTERIA AVENUE, CARPINTERIA, CALIFORNIA 93013 - ------------------------------------------------ ---------------------- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) (805) 566-2000 ---------------------------------- (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE ---- SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: COMMON STOCK, NO PAR VALUE -------------------------- (TITLE OF CLASS) Indicate by check mark whether 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 (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. [ X ] The aggregate market value of Registrant's voting stock held by non-affiliates of the Registrant as of January 22, 1998 was approximately $28,967,294 The number of shares outstanding of Registrant's common stock as of January 22, 1998: 20,561,593. Documents Incorporated by Reference: - ------------------------------------ Part of the following document is incorporated by reference to Part III of the Form 10-K Report: Proxy Statement for Registrant's 1998 Annual Meeting of Stockholders (the "1998 Proxy Statement"). 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 March 18, 1998. DIGITAL SOUND CORPORATION By: /s/ B. Robert Suh --------------------- B. Robert Suh Vice President, Finance and Chief Financial Officer Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this report has been signed by the following persons in the capacities and on the dates indicated.
Name Title Date ---- ----- ---- Chief Executive Officer: President, /s/ Mark C. Ozur Chief Executive Officer, March 18, 1998 - ------------------------- and Director Mark C. Ozur Chief Financial Officer: /s/ B. Robert Suh Vice President, Finance March 18, 1998 - ----------------------- Chief Financial Officer Robert Suh Directors: /s/ John D. Beletic Director March 18, 1998 - -------------------------- John D. Beletic /s/ Bandel L. Carano Director March 18, 1998 - ------------------------- Bandel L. Carano /s/ J. David Hann Director March 18, 1998 - ------------------------- J. David Hann /s/ Scot B. Jarvis Director March 18, 1998 - ------------------------ Scot B. Jarvis /s/ Cameron D. Myhrvold Director March 18, 1998 - --------------------------- Cameron D. Myhrvold /s/ Frederick J. Warren Director March 18, 1998 - --------------------------- Frederick J. Warren
EX-10.40 2 DESCRIPTION OF REGISTRANT'S EXECUTIVE BONUS PLAN EXHIBIT 10.40 DIGITAL SOUND CORPORATION DESCRIPTION OF REGISTRANT'S EXECUTIVE OFFICER BONUS PLAN FOR 1998 1998 OFFICER BONUS PLAN CASH BONUS . CONTRACT SIGNING BONUS - A bonus of 5% of the Officer's annual base salary will be paid each time the Company closes a new contract in 1998 that will produce $20 Million or more of committed, non-renegotiable revenue over not more than a three-year period. If no such commitment is made, but the contract does contribute $20 Million in revenue over the three-year period, the bonus will be paid to Officers employed when the goal is reached who were also employed when the contract was signed. Payout will be made in the first paycheck after all signed commitment closing documents are received or the $20 Million goal recognized and audited, whichever is sooner. . REVENUE and INCOME BONUS - At plan, the target revenue bonus is 10% of base salary for Officer Vice Presidents and 12.5% for the President. At plan, the target pre-tax income bonus is also 10% of base salary for Officer Vice Presidents and 12.5% for the President. . The percentage payoff indicated in the table below will be linearly prorated if achievement falls between two points in a given dimension. Separate prorated calculations will be done for revenue and pre-tax income. . The pre-tax loss must be less than $4 Million and revenue must be greater than $33 Million for any bonus to be paid based on this matrix. . The Revenue and Income Bonus payments are capped at 50% for VP's and 62.5% for the President. . The table below sets forth the bonus percentage at various combinations of revenue and income; for VP's, x=10%; for the President, x=12.5%.
REVENUE ---------------------------------------------------------------------------------------- PRE-TAX BUDGET REVENUE BUDGET REVENUE BUDGET REVENUE INCOME LESS PLUS $8 MILLION $10 MILLION ---------------------------------------------------------------------------------------- BUDGET INCOME/LOSS LESS 0x 0x 0x $4 MILLION ---------------------------------------------------------------------------------------- BUDGET INCOME/LOSS 0.5x 1x 2x ---------------------------------------------------------------------------------------- BUDGET INCOME/LOSS PLUS 0.75x 1.5x 2.5x $2.5 MILLION ----------------------------------------------------------------------------------------
The 1998 Officer Bonus Plan will be administered by the Compensation Committee of the Board of Directors, and any decision of such Committee regarding the interpretation of the Plan or other issue in connection with payouts under the plan will be final and within the sole discretion of the Committee. -----END PRIVACY-ENHANCED MESSAGE-----