-----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, NgTEHo18vnTdj3VZXGn/tWL78ZoxbfyDPVgr8RxYJLzHtNzzVloJfWxf+ZitEdem PZWtHukcC6t9P4vf30IRmQ== 0000891020-96-000825.txt : 19960805 0000891020-96-000825.hdr.sgml : 19960805 ACCESSION NUMBER: 0000891020-96-000825 CONFORMED SUBMISSION TYPE: 10-K405/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960802 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: DIGITAL SYSTEMS INTERNATIONAL INC CENTRAL INDEX KEY: 0000853266 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 911273645 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405/A SEC ACT: SEC FILE NUMBER: 000-18511 FILM NUMBER: 96603162 BUSINESS ADDRESS: STREET 1: 6464 185TH AVE. N.E. CITY: REDMOND STATE: WA ZIP: 98052-5032 BUSINESS PHONE: 2068817544 MAIL ADDRESS: STREET 1: P O BOX 908 CITY: REDMOND STATE: WA ZIP: 98052-5032 10-K405/A 1 AMENDMENT NO. 2 TO FORM 10-K - 12/31/95 1 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------ FORM 10-K/A (AMENDMENT NO. 2) /X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 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 0-18511 DIGITAL SYSTEMS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) ------------ WASHINGTON 91-1273645 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 6464 184TH AVENUE N.E. REDMOND, WASHINGTON 98052 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (206) 881-7544 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 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(g) 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 the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of the Form 10-K or any amendment to this Form 10-K. X --- The aggregate market value of the common stock held by nonaffiliates of the registrant as of February 29, 1996 was $119,717,455 (based on the closing sale price of $15.063 per share on the Nasdaq/NM on such date). The number of shares outstanding of the registrant's common stock, $0.01 par value per share as of February 29, 1996 was 9,296,248. DOCUMENTS INCORPORATED BY REFERENCE PART III of the Form 10-K that is amended by this Form 10-K/A incorporates information by reference from the registrant's definitive proxy statement to be filed with the Securities and Exchange Commission within 120 days after the close of the fiscal year and from the registrant's 1995 Annual Report to Shareholders. ================================================================================ 2 The Form 10-K for the fiscal year ended December 31, 1995 for Digital Systems International, Inc. is hereby amended to amend the exhibit index as more fully set forth in Part IV, Item Fourteen below. PART IV ITEM FOURTEEN EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K A. Financial Statements and Financial Statement Schedules: 1. Financial Statements (the Financial Statements listed below are incorporated herein by reference to the Company's 1995 Annual Report to Shareholders): Consolidated Balance Sheets as of December 31, 1995 and 1994 Consolidated Statements of Operations for the years ended December 31, 1995, 1994 and 1993 Consolidated Statements of Shareholders' Equity for the years ended December 31, 1995, 1994 and 1993 Consolidated Statements of Cash Flows for the years ended December 31, 1995, 1994 and 1993 Notes to Consolidated Financial Statements Independent Auditors' Report 2. Financial Statement Schedules (previously filed): Independent Auditors' Report Schedule II - Valuation and Qualifying Accounts All other Schedules are omitted because they are inapplicable or because the requested information is shown in the Consolidated Financial Statements of the Company or in the related Notes thereto. 3. Exhibits Required by Item 601 of Regulation S-K: 3.1* Restated Articles of Incorporation of Digital Systems International, Inc., a Washington corporation. 3.2*** Restated Bylaws of Digital Systems International, Inc. adopted on April 24, 1992. Management Contracts, Compensatory Plans or Arrangements: 10.1++ Digital Systems International, Inc. Restated 1987 Stock Option Plan, as amended. 10.2**** Digital Systems International, Inc. 1995 Management and Company -1- 3 Performance Bonus Plan. 10.3++++ Digital Systems International, Inc. 1996 Management and Company Performance Bonus Plan. 10.4++++ Restated 1992 Stock Option Plan for Non-Employee Directors, as amended 10.5***** Digital Systems International, Inc. 1991 Employee Stock Purchase Plan, as amended 10.6**** Executive Employment Agreement dated as of November 8, 1994 with Patrick S. Howard. 10.7++++ Agreement dated as of June 30, 1995 with Michael L. Darland. 10.8++ Executive Employment Agreement dated as of March 1, 1995 with Richard L. Anderson. 10.9++ Executive Employment Agreement dated as of March 1, 1995 with Thomas R. Clark. 10.10++ Executive Employment Agreement dated as of March 1, 1995 with John J. Flavio. 10.11++ Executive Employment Agreement dated as of March 1, 1995 with Edmund D. Wilsbach. All Other Material Contracts: 10.12** Lease for Building 17 dated January 15, 1991 between Michael R. Mastro, Redmond East Associates and Digital Systems International, Inc. 10.13++++ Business Loan Agreement dated May 31, 1995 with Seattle-First National Bank 10.14++++ Business Loan Agreement dated June 23, 1995 with U.S. Bank of Washington, National Association 10.15* Form of Pay for Performance Equipment Agreement 10.16**** Form of Master Lease Agreement 10.17++++ Form of Sales Order 10.18* System Development Purchase and Distribution Agreement dated as of May 5, 1990 with Kawasaki Steel Corporation 10.19*** International Distributor Agreement dated December 18, 1992 with -2- 4 Alcatel Australia Ltd. 10.20*** Customer Purchase Agreement dated December 27, 1990 with Summa Four, Inc. 10.21*** Software Source Code and Manufacturing Data Deposit and Escrow Agreement dated December 27, 1990 with Summa Four, Inc. and Data Securities International, Inc. 10.22++++++Purchase Agreement (AWA 99) between Hewlett Packard and Digital Systems International, Inc. dated March 1, 1995 x 10.23++++Development, Testing & Demo Agreement (A10E2) between Hewlett Packard and Digital Systems International, Inc. dated April 25, 1995 x 10.23(a)++++++ Development, Testing & Demo Agreement between Hewlett Packard and Digital Systems International, Inc. dated April 1996 x 10.24++++ MOSAIX Project Agreement (AW855) between Hewlett Packard and Digital Systems International, Inc. dated October 30, 1995 13.1++++ Digital Systems International, Inc. Annual Report to Shareholders for the year ended December 31, 1995 21.1++++ Subsidiaries of the Company 23.1++++++Consent of Independent Certified Public Accountants B. There were no reports on Form 8-K filed during the fourth quarter ended December 31, 1995. - ------------------------ Legend: x Confidential treatment has been requested on portions of this document. * Incorporated by reference from exhibits filed in connection with the Company's Registration Statement on Form S-1 (Registration No. 33-34561) filed with the Securities and Exchange Commission on April 26, 1990, as amended. ** Incorporated by reference from exhibits filed in connection with the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1990. -3- 5 *** Incorporated by reference from exhibits filed in connection with the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1992. **** Incorporated by reference from exhibits filed in connection with the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1994. ***** Incorporated by reference from exhibits filed in connection with the Company's Annual Report on Form 10-K/A for the fiscal year ended December 31, 1994. ++ Incorporated by reference from exhibits filed in connection with the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1995. ++++ Incorporated by reference from exhibits filed in connection with the initial filing of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1995. ++++++ Incorporated by reference from exhibits filed in connection with Amendment No. 1 to the Company's Annual Report on Form 10-K/A for the fiscal year ended December 31, 1995. -4- 6 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. DIGITAL SYSTEMS INTERNATIONAL, INC. Date: August 1, 1996 By: /s/ John J. Flavio ----------------- ---------------------------------------- John J. Flavio Senior Vice President and Chief Financial Officer -5- 7 INDEX TO EXHIBITS Exhibit No. Description Page - --------------- -------------------------------------------------------- ------- 3.1* Restated Articles of Incorporation of Digital Systems International, Inc., a Washington corporation. 3.2*** Restated Bylaws of Digital Systems International, Inc. adopted on April 24, 1992. Management Contracts, Compensatory Plans or Arrangements: 10.1++++ Digital Systems International, Inc. Restated 1987 Stock Option Plan, as amended. 10.2**** Digital Systems International, Inc. 1995 Management and Company Performance Bonus Plan. 10.3++++ Digital Systems International, Inc. 1996 Management and Company Performance Bonus Plan. 10.4++++ Restated 1992 Stock Option Plan for Non-Employee Directors, as amended 10.5***** Digital Systems International, Inc. 1991 Employee Stock Purchase Plan, as amended 10.6**** Executive Employment Agreement dated as of November 8, 1994 with Patrick S. Howard. 10.7++++ Agreement dated as of June 30, 1995 with Michael L. Darland. 10.8++ Executive Employment Agreement dated as of March 1, 1995 with Richard L. Anderson. 10.9++ Executive Employment Agreement dated as of March 1, 1995 with Thomas R. Clark. 10.10++ Executive Employment Agreement dated as of March 1, 1995 with John J. Flavio. 10.11++ Executive Employment Agreement dated as of March 1, 1995 with Edmund D. Wilsbach. All Other Material Contracts: 10.12** Lease for Building 17 dated January 15, 1991 between Michael R. Mastro, Redmond East Associates and Digital Systems International, Inc. -6- 8 10.13++++ Business Loan Agreement dated May 31, 1995 with Seattle-First National Bank 10.14++++ Business Loan Agreement dated June 23, 1995 with U.S. Bank of Washington, National Association 10.15* Form of Pay for Performance Equipment Agreement 10.16**** Form of Master Lease Agreement 10.17++++ Form of Sales Order 10.18* System Development Purchase and Distribution Agreement dated as of May 5, 1990 with Kawasaki Steel Corporation 10.19*** International Distributor Agreement dated December 18, 1992 with Alcatel Australia Ltd. 10.20*** Customer Purchase Agreement dated December 27, 1990 with Summa Four, Inc. 10.21*** Software Source Code and Manufacturing Data Deposit and Escrow Agreement dated December 27, 1990 with Summa Four, Inc. and Data Securities International, Inc. 10.22++++++ Purchase Agreement (AWA 99) between Hewlett Packard and Digital Systems International, Inc. dated March 1, 1995 x 10.23++++ Development, Testing & Demo Agreement (A10E2) between Hewlett Packard and Digital Systems International, Inc. dated April 25, 1995 x 10.23(a)++++++ Development, Testing & Demo Agreement between Hewlett & Packard and Digital Systems International, Inc. dated April 1996. x 10.24++++ MOSAIX Project Agreement (AW855) between Hewlett Packard and Digital Systems International, Inc. dated October 30, 1995 13.1++++ Digital Systems International, Inc. Annual Report to Shareholders for the year ended December 31, 1995 21.1++++ Subsidiaries of the Company 23.1++++++ Consent of Independent Certified Public Accountants -7- 9 - --------------------------- Legend: x Confidential treatment has been requested on portions of this document. * Incorporated by reference from exhibits filed in connection with the Company's Registration Statement on Form S-1 (Registration No. 33-34561) filed with the Securities and Exchange Commission on April 26, 1990, as amended. ** Incorporated by reference from exhibits filed in connection with the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1990. *** Incorporated by reference from exhibits filed in connection with the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1992. **** Incorporated by reference from exhibits filed in connection with the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1994. ***** Incorporated by reference from exhibits filed in connection with the Company's Annual Report on Form 10-K/A for the fiscal year ended December 31, 1994. ++ Incorporated by reference from exhibits filed in connection with the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1995. ++++ Incorporated by reference from exhibits filed in connection with the initial filing of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1995. ++++++ Incorporated by reference from exhibits filed in connection with Amendment No. 1 to the Company's Annual Report on Form 10-K/A for the fiscal year ended December 31, 1995. -8- -----END PRIVACY-ENHANCED MESSAGE-----