-----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, CAJIVDHCEDLHuJSV62vziFEbIst/g7elRCpaCRZzHMvzEIdW3wLbmvGmWen40pJ1 g2hXnUozKYlR+RMa8/W1Ow== 0000950123-97-008592.txt : 19971022 0000950123-97-008592.hdr.sgml : 19971022 ACCESSION NUMBER: 0000950123-97-008592 CONFORMED SUBMISSION TYPE: 10-K405/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19971015 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: COHERENT COMMUNICATIONS SYSTEMS CORP CENTRAL INDEX KEY: 0000921147 STANDARD INDUSTRIAL CLASSIFICATION: 3661 IRS NUMBER: 112162982 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405/A SEC ACT: SEC FILE NUMBER: 000-24308 FILM NUMBER: 97696088 BUSINESS ADDRESS: STREET 1: 44084 RIVERSIDE PRKWY STREET 2: LANDSDOWNE BUSINESS CENTER CITY: LEESBURG STATE: VA ZIP: 22075 BUSINESS PHONE: 7037296400 MAIL ADDRESS: STREET 1: 60 COMMERCE DRIVE CITY: HAUPPAUGE STATE: NY ZIP: 11788 10-K405/A 1 AMENDMENT #1 TO FORM 10-K405: COHERENT COMM. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K/A Amendment No. 1 to Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 1996 COMMISSION FILE NO. 0-24303 COHERENT COMMUNICATIONS SYSTEMS CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 11-2162982 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 44084 RIVERSIDE PARKWAY LANSDOWNE BUSINESS CENTER LEESBURG, VIRGINIA 22075 (703) 729-6400 (Address of principal executive offices) (Zip Code) (Registrant's telephone number, including area code) Securities registered pursuant to section 12(b) of the Act: Title of each class Name of each exchange on which registered None Not applicable Securities registered pursuant to section 12(g) of the Act: COMMON STOCK, PAR VALUE $.01 PER SHARE 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. [X] Indicate by check mark if disclosure of delinquent filers pursuant to Item 495 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 this Form 10-K or any amendment of this Form 10-K. [X] The aggregate market value of voting stock held by nonaffiliates of the registrant as of March 13, 1997, was approximately $153,044,650 based on the sale price of the Common Stock on March 13, 1997, of $16.75 as reported by the NASDAQ National Market System. As of March 13, 1997, the registrant had outstanding 15,146,522 shares of its Common Stock, par value $.01 per share. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Proxy Statement for the Annual Meeting of Stockholders to be held on May 15, 1997 are incorporated herein by reference in Part III, Items 10, 11, 12 and 13. 2 Coherent Communications Systems Corp. PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a) The following documents are filed as part of this Annual Report on Form 10-K: 1. Consolidated Financial Statements: The consolidated financial statements filed as a part of this report are listed in the "Index to Consolidated Financial Statements and Financial Statement Schedule" at Item 8. 2. Consolidated Financial Statement Schedule: The consolidated financial statement schedule filed as part of this report is listed in the "Index to Consolidated Financial Statements and Financial Statement Schedule" at Item 8. Schedules other than those listed on the accompanying Index to Consolidated Financial Statements and Financial Statement Schedule are omitted for the reason that they are either not required, not applicable, or the required information is included in the consolidated financial statements or notes thereto. (b) REPORTS ON FORM 8-K None. (c) Exhibits: The following is a list of exhibits required by Item 601 of Regulation S-K filed as part of this report. Where so indicated by footnote, exhibits which were previously filed are incorporated by reference. Exhibits incorporated by reference, the location of the exhibit in the previous filing is indicated in parentheses. All other exhibits are being filed with this report.
Exhibit No. Description ----------- ----------- 3(i) - Certificate of Incorporation of the Company, as amended by a Certificate of Amendment.(3) (Exhibit 3.1(i)) 3(ii) - By-laws of the Company as amended.(5)(Exhibit 3(ii)) 4.1 - Specimen stock certificate representing the Common Stock.(3)(Exhibit 4.1) 10.1 - Administrative Services Agreement dated as of December 1, 1993, between the Company and Safeguard Scientifics, Inc.(3)(Exhibit 10.1) 10.2 - Asset Purchase Agreement dated as of March 18, 1987 between COMSAT Telesystems, Inc. and the Company.(1)(Exhibit 10.2) *10.3 - 1982 Stock Option Plan.(1)(Exhibit 10.3) *10.4 - 1993 Equity Compensation Plan, as amended and restated. *10.4.1 - Stock Ownership Plan(5)(Exhibit 10.4.1) 10.4.2 - Compensation Plan for Outside Directors *10.5 - Form of Non-Qualified Stock Option Agreement of the Company for Employees.(2)(Exhibit 10.5) *10.6 - Form of Non-Qualified Stock Option Agreement of the Company for Directors.(2)(Exhibit 10.6) *10.7 - Form of Incentive Stock Option Agreement of the Company for Employees.(2)(Exhibit 10.7) 10.8 - Lease dated as of February 1, 1980, as amended, between LE-AX Corp. and the Company, for the property at 60 Commerce Drive, Hauppauge, New York.(1)(Exhibit 10.8)
2 3 Coherent Communications Systems Corp. ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (c) Exhibits (continued): 10.9.1 - Lease dated as of July 31, 1992 between Linpro Lansdowne Two Limited Partnership and the Company, for the property at 44084 Riverside Parkway, Leesburg, Virginia.(1)(Exhibit 10.9.1) 10.9.2 - Sublease dated as of August 1993 between G.D. Searle & Co. and the Company, for the property at 44084 Riverside Parkway, Leesburg, Virginia.(1)(Exhibit 10.9.2) 10.9.3 - Lease dated August 9, 1996 by and between Opus East,, L.L.C., Landlord, and the Company for the premises located in Loudon County, Virginia known as University Center. 10.10 - Lease dated as of October 15, 1990 between Kibswell Holdings Limited and the Company, for the property at Unit B The Quadrant, Barton Lane, Abingdon, England.(1)(Exchange 10.10) 10.11 - Tax Agreement dated January 1, 1983 between Safeguard Scientifics, Inc. and the Company.(1)(Exhibit 10.11) *10.12 - Severance and Non-Competition Agreement dated as of February 10, 1994 between Daniel McGinnis and the Company.(1)(Exhibit 10.12) 10.13 - Form of Demand Promissory Note of Safeguard Scientifics, Inc., dated April 2, 1993, payable to the Company, as amended by letter Agreement dated January 12, 1994.(1)(Exhibit 10.13) 10.14 - Form of Promissory Note of the Company payable to Safeguard Scientifics, Inc. with respect to the redemption of redeemable convertible preferred stock.(3)(Exhibit 10.14) 10.15 - Supply and License Agreement dated February 7, 1992, between the Company and TRT Telecommunications Radioelectriques et Telephoniques.(1)(Exhibit 10.15) 10.16 - International Distribution Agreement dated as of January 2, 1992 between the Company and Cohpac Communications Systems Pty Limited.(1)(Exhibit 10.16) 10.17 - North America Value Added Reseller Agreement dated as of December 7, 1992 between the Company and Wandel & Goltermann Inc.(1)(Exhibit 10.17) *10.18 - Management Incentive Compensation Plan, as adopted by the Company.(2)(Exhibit 10.18) 10.19 - License Agreement, effective as of June 1, 1994, between the Company and Systems Technology Associates, Inc. (3)(Exhibit 10.19) 10.20 - Value Added Reseller Agreement dated December 31, 1992 as amended June 13, 1995 between the Company and Nokia Telecommunications Oy(5)(Exhibit 10.21)** 10.21 - Memorandum of Understanding dated February 27,1997 between the Company and Nokia Telecommunications Oy** 11.0 - Computation of net income per share. 3 4 Coherent Communications Systems Corp. ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (c) Exhibits (continued): 21.0 - Subsidiaries of registrant. 23.0 - Consent of KPMG Peat Marwick LLP 27.0 - Financial Data Schedule. - - ---------------- (1) Filed on March 31, 1994 as an exhibit to the Company's Registration Statement on Form S-1 (No.33-77160) and incorporated by reference. (2) Filed on May 24, 1994 as an exhibit to the Company's Registration Statement on Form S-1 Amendment #1 (No.33-77160) and incorporated by reference. (3) Filed on June 10, 1994 as an exhibit to the Company's Registration Statement on Form S-1 Amendment #2 (No.33-77160) and incorporated by reference. (4) Filed as an exhibit to the Company's Annual Report on Form 10-K for the year ended December 31, 1994 and incorporated by reference. (5) Filed as an exhibit to the Company's Annual Report on Form 10-K for the year ended December 31, 1995 and incorporated by reference. * Management contract or compensatory plan or arrangement. ** Confidential portions of the exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. 4 5 Coherent Communications Systems Corp. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this to be signed on its behalf by the undersigned, thereunto duly authorized. COHERENT COMMUNICATIONS SYSTEMS CORPORATION By: /s/ Melba G. Chan ---------------------------------------- Melba G. Chan, Chief Financial Officer Date: October 15, 1997 5 6 Coherent Communications Systems Corp. EXHIBIT INDEX The following is a list of exhibits required by Item 601 of Regulation S-K filed as part of this Report. Where so indicated by footnote, exhibits which were previously filed are incorporated by reference. For exhibits incorporated by reference, the location of the exhibit in the previous filing is indicated in parentheses. The page numbers listed refer to the page numbers where such exhibits are located using the sequential numbering system specified by Rule 0-3.
Exhibit No. Description ----------- ----------- 3(i) - Certificate of Incorporation of the Company, as amended by a Certificate of Amendment.(3) (Exhibit 3.1(i)) 3(ii) - By-laws of the Company as amended. 4.1 - Specimen stock certificate representing the Common Stock.(3)(Exhibit 4.1) 10.1 - Administrative Services Agreement dated as of December 1, 1993, between the Company and Safeguard Scientifics, Inc.(3)(Exhibit 10.1) 10.2 - Asset Purchase Agreement dated as of March 18, 1987 between COMSAT Telesystems, Inc. and the Company.(1)(Exhibit 10.2) *10.3 - 1982 Stock Option Plan.(1)(Exhibit 10.3) *10.4 - 1993 Equity Compensation Plan, as amended and restated. *10.4.1 - Stock Ownership Plan(5)(Exhibit 10.4.1) 10.4.2 - Compensation Plan for Outside Directors *10.5 - Form of Non-Qualified Stock Option Agreement of the Company for Employees.(2)(Exhibit 10.5) *10.6 - Form of Non-Qualified Stock Option Agreement of the Company for Directors.(2)(Exhibit 10.6) *10.7 - Form of Incentive Stock Option Agreement of the Company for Employees.(2)(Exhibit 10.7) 10.8 - Lease dated as of February 1, 1980, as amended, between LE-AX Corp. and the Company, for the property at 60 Commerce Drive, Hauppauge, New York.(1)(Exhibit 10.8) 10.9.1 - Lease dated as of July 31, 1992 between Linpro Lansdowne Two Limited Partnership and the Company, for the property at 44084 Riverside Parkway, Leesburg, Virginia.(1)(Exhibit 10.9.1) 10.9.2 - Sublease dated as of August 1993 between G.D. Searle & Co. and the Company, for the property at 44084 Riverside Parkway, Leesburg, Virginia.(1)(Exhibit 10.9.2) 10.9.3 - Lease dated August 9, 1996 by and between Opus East,, L.L.C., Landlord, and the Company, for the premises located in Loudon County, Virginia known as University Center. 10.10 - Lease dated as of October 15, 1990 between Kibswell Holdings Limited and the Company, for the property at Unit B The Quadrant, Barton Lane, Abingdon, England.(1)(Exchange 10.10) 10.11 - Tax Agreement dated January 1, 1983 between Safeguard Scientifics, Inc. and the Company.(1)(Exhibit 10.11) *10.12 - Severance and Non-Competition Agreement dated as of February 10, 1994 between Daniel McGinnis and the Company.(1)(Exhibit 10.12)
6 7 Coherent Communications Systems Corp. 10.13 - Form of Demand Promissory Note of Safeguard Scientifics, Inc., dated April 2, 1993, payable to the Company, as amended by letter Agreement dated January 12, 1994.(1)(Exhibit 10.13) 10.14 - Form of Promissory Note of the Company payable to Safeguard Scientifics, Inc. with respect to the redemption of redeemable convertible preferred stock.(3)(Exhibit 10.14) 10.15 - Supply and License Agreement dated February 7, 1992, between the Company and TRT Telecommunications Radioelectriques et Telephoniques.(1)(Exhibit 10.15) 10.16 - International Distribution Agreement dated as of January 2, 1992 between the Company and Cohpac Communications Systems Pty Limited.(1)(Exhibit 10.16) 10.17 - North America Value Added Reseller Agreement dated as of December 7, 1992 between the Company and Wandel & Goltermann Inc.(1)(Exhibit 10.17) *10.18 - Management Incentive Compensation Plan, as adopted by the Company.(2)(Exhibit 10.18) 10.19 - License Agreement, effective as of June 1, 1994, between the Company and Systems Technology Associates, Inc. (3)(Exhibit 10.19) 10.20 - Value Added Reseller Agreement dated December 31, 1992 as amended June 13, 1995 between the Company and Nokia Telecommunications Oy (5)(Exhibit 10.21)** 10.21 - Memorandum of Understanding dated February 27,1997 between the Company and Nokia Telecommunications Oy** 11.0 - Computation of net income per share. 21.0 - Subsidiaries of registrant. 23.0 - Consent of KPMG Peat Marwick LLP 27.0 - Financial Data Schedule - - ---------------- (1) Filed on March 31, 1994 as an exhibit to the Company's Registration Statement on Form S-1 (No.33-77160) and incorporated by reference. (2) Filed on May 24, 1994 as an exhibit to the Company's Registration Statement on Form S-1 Amendment #1 (No.33-77160) and incorporated by reference. (3) Filed on June 10, 1994 as an exhibit to the Company's Registration Statement on Form S-1 Amendment #2 (No.33-77160) and incorporated by reference. (4) Filed as an exhibit to the Company's Annual Report on Form 10-K for the year ended December 31, 1994 and incorporated by reference. (5) Filed as an exhibit to the Company's Annual Report on Form 10-K for the year ended December 31, 1995 and incorporated by reference. * Management contract or compensatory plan or arrangement. ** Confidential portions of the exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. 7 EX-10.21 2 MEMORANDUM OF UNDERSTANDING 1 Coherent Communications Systems Corp. [Coherent Communications Systems Corp. LOGO] NTEC0297 MEMORANDUM OF UNDERSTANDING
------------------------------------------ TABLE 1 - NOKIA PRICING ------------------------------------------ CHANNEL CHANNEL PRICE $ VOLUMES ------------------------------------------ 1997 1998 1999 ------------------------------------------
Based upon the estimated volumes as specified in Table 1 Coherent agrees to the above pricing to be effective immediately. In addition to this the following items were agreed in principal and will be finalised in an amendment to Agreement No. H7810/92 no later than April 4th 1997. 1. Coherent has received Nokias best estimate to purchase the volume requirements for 1997, 1998 and 1999, a total of channels. 2. The Products to be supplied are the NIEC, IDEC2X and/or EC2X. 3. The NIEC will be supplied with no further modifications to the specification, until . The EC2X will be released to Production for shipments expected . In accordance with the PDA all Beta units will be shipped for which payment shall be made in full. 4. The IDEC2X Product Specification will be the same as that for the NIEC but with the EC5 ASICs replaced by the HDRP and the additional feature specification as described in Attachment A. If the future software and hardware options are required by Nokia then these are to be agreed and the relevant prices for these additional features will be agreed. An NRE charge of is payable for the development of the IDEC2X, payable in three installments in accordance with the following milestones: Signing of the PDA - not later than end of April 4th 1997 Delivery of Beta units at a cost of per unit. 8 2 Coherent Communications Systems Corp. Delivery of first Production Units . [Coherent Communications Systems Corp. LOGO] NTEC0297 5. Both parties agree to include a statement in the amendment to Agreement No. H 7810/92 to the effect that based upon the volume requirements contained herein, Nokia will not source an alternative product for the applications for which Coherent are already supplying Product. 6. Delivery Times - Agreement No. H 7810/92 Clause 2.7.2 Each month Nokia will provide a forecast for with an Authorisation to Manufacture covering . This commitment to deliver is based upon the following: weeks firm weeks of the volume can be rescheduled up to weeks of the volume can be rescheduled up to This clause replaces 2.8.1. 7. Payment Terms Payment terms as specified in Nokia's Netting Payment System will become affective during 1997. Payments will be made within maximum. Until such change the current payment terms will remain effective. For new orders the invoicing shall be as follows to reflect the charge for a Software Licence: Hardware Software Licence (ILS-NIEC) NIEC and IDEX2X 9 3 Coherent Communications Systems Corp. EC2X ILS-NIECx is a Software Fee and Licence to use. Each order for Hardware must be accompanied by an order for an equal number of Software Licences which will be invoiced at the same time. [Coherent Communications Systems Corp. LOGO] NTEC0297 MEMORANDUM OF UNDERSTANDING FOR PROPOSED AMENDMENTS TO AGREEMENT NO. H7810/92 In Witness Whereof, the Parties have agreed these minutes and both parties do hereby sign in Espoo on 26th February, 1997. SIGNED FOR AND ON BEHALF OF SIGNED FOR AND ON BEHALF OF NOKIA TELECOMMUNICATIONS OY COHERENT COMMUNICATIONS SYSTEMS CORPORATION /s/ /s/ --------------------------- --------------------------- Erkki Sipila Miles Pratt /s/ /s/ --------------------------- --------------------------- Vesa Sarkikangas Simon Taylor 10 4 Coherent Communications Systems Corp. ATTACHMENT A NIECO297 DIFFERENCE/NEW FEATURE COMMENTS The to be used for echo cancellation on the EC2X/IDEC2X is intended to have that will eliminate the need for that was used on the NIEC. However, will still be provided so that may be replaced. PERFORMANCE MONITORING PERFORMANCE MONITORING (new features) The EC2X/IDEC2X shall provide of the circuit on a basis under Motherboard/EC2X/IDE2X communications interface command. The EC2X/IDEC2X shall provide of the circuit on a basis under Motherboard/EC2X/IDE2X communications interface command. The EC2X/IDEC2X shall provide of the circuit on a basis under Motherboard/EC2X/IDE2X communications interface command. The EC2X/IDEC2X shall provide of the circuit on a basis under Motherboard/EC2X/IDE2X communications interface command. Note: provides the "hooks" for providing . The EC2X/IDEC2X shall report on a communications interface command. (New future software and Hardware option) The IDEC2X shall provide for the facility for implementation as a future software and hardware option. The implementation platform (hardware) shall support a total of . (New future software option) The EC2X shall provide for the facility for implementation as a future software option. 11 -----END PRIVACY-ENHANCED MESSAGE-----