-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, LbcsAcaM+WT9vtN9T1WHt2yqIUWk56Mh7+z/CLosf33sRSSTlPeHng55t3+EnuB+ JvXkI2kaHi7bgtUk0z4vrA== 0000202763-95-000016.txt : 19950518 0000202763-95-000016.hdr.sgml : 19950518 ACCESSION NUMBER: 0000202763-95-000016 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19950517 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SYNCOR INTERNATIONAL CORP /DE/ CENTRAL INDEX KEY: 0000202763 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DRUGS PROPRIETARIES & DRUGGISTS' SUNDRIES [5122] IRS NUMBER: 850229124 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-08640 FILM NUMBER: 95540557 BUSINESS ADDRESS: STREET 1: 20001 PRAIRIE ST CITY: CHATSWORTH STATE: CA ZIP: 91311 BUSINESS PHONE: 8188867400 MAIL ADDRESS: STREET 2: 20001 PRAIRIE ST CITY: CHATSWORTH STATE: CA ZIP: 91311 FORMER COMPANY: FORMER CONFORMED NAME: NUCLEAR PHARMACY INC DATE OF NAME CHANGE: 19860309 10-K/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A AMENDMENT NO. 1 [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] FOR THE YEAR ENDED DECEMBER 31, 1994 COMMISSION FILE NUMBER 0-8640 SYNCOR INTERNATIONAL CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 85-0229124 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 20001 PRAIRIE STREET, CHATSWORTH, CALIFORNIA 91311-2185 (Address of principal executive offices) (Zip Code) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (818) 886-7400 Securities registered pursuant to Section 12(g) of the Act: COMMON STOCK $.05 PAR VALUE (Title of Class) 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 Regulations S-K (Section 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, computed by reference to the average bid and asked prices of such stock on March 1, 1995, is $78,557,456. The number of shares outstanding of the Registrant's $0.05 par value common stock as of March 1, 1995, was 10,570,333 shares. INDEX TO EXHIBITS Exhibit No. ___________ 1. Certificate of Incorporation and By-Laws 2. Restated Certificate of Incorporation of the Company filed as Exhibit 3.1 to the 8/28/87 Form 10-K and incorporated herein by reference. 2.1 Restated By-Laws of the Company filed as Exhibit 3.2 to the 8/28/87 Form 10-K and incorporated herein by reference. 3. Instruments Defining The Rights of Security Holders ___________________________________________________ 3.1 Stock Certificate for Common Stock of the Company filed as Exhibit 4.1 to the 8/26/86 Form 10-K and incorporated herein by reference. 3.2 Rights Agreement dated as of 11/8/89 between the Company and American Stock Transfer & Trust Company filed as Exhibit 2.1 to the Registration Statement on Form 8-A dated 11/3/89 and incorporated herein by reference. 1. Material Contracts 1.1 Employment Agreement dated 2/1/89, between the Company and Gene R. McGrevin filed as Exhibit 10.2 to 1/27/89 Form 8-K and incorporated herein by reference.* 1.2 First Amendment dated 7/11/89 to Employment Agreement dated 2/1/89 between the Company and Gene R. McGrevin filed as Exhibit 10.5 to 8/30/90 Form 10-K and incorporated herein by reference.* 1.3 Second Amendment dated 10/16/89 to Employment Agreement dated 2/1/89 between the Company and Gene R. McGrevin filed as Exhibit 10.6 to 8/30/90 Form 10-K and incorporated herein by reference.* 1.4 Third amendment dated 1/1/91 to Employment Agreement dated 2/1/89 between the Company and Gene R. McGrevin filed as Exhibit 10.7 to 8/29/91 Form 10-K and incorporated herein by reference.* 1.5 Syncor International Corporation 1981 Master Stock Option Plan as amended filed as part of Company's Proxy Statement dated 11/5/85, for its Annual Meeting of Shareholders held 11/26/85 and incorporated herein by reference.* 1.6 Stock Option Agreement of Gene R. McGrevin dated 2/92 filed as Exhibit 10.16 to 8/27/92 Form 10-K and incorporated herein by reference.* 1.7 Form of Indemnity Agreement substantially as entered into between Company and each Director and Officer filed as Exhibit 3.2 Appendix A to the 8/28/87 Form 10-K and incorporated herein by reference.* 1.8 Form of Benefits Agreement substantially as entered into between Company and each Director filed as Exhibit 10.31 to 8/30/90 Form 10-K and incorporated herein by reference.* 1.9 Form of Benefits Agreement substantially as entered into between Company and certain employees see Exhibit 10.8.* 1.10 Syncor International Corporation 1990 Master Stock Incentive Plan As Amended and Restated filed as part of Company's Proxy Statement dated 10/4/93 for its Annual Meeting of Shareholders held 11/15/93 and incorporated herein by reference.* 1.11 Syncor International Corporation Deferred Compensation Plan effective July 1, 1991 as Amended and Restated effective April 19, 1993, filed as Exhibit 10.11 to 3/30/93 Form 10-K and incorporated herein by reference.* 1.12 Employment Agreement dated July 21, 1993 between the Company and Robert G. Funari filed as Exhibit 10.12 to 3/30/94 Form 10-K and incorporated herein by reference.* 1.13 Syncor International Corporation McGrevin Deferred Compensation Plan effective June 10, 1993 filed as Exhibit 10.13 to 3/30/94 Form 10-K and incorporated herein by reference.* 1.14 Split Ownership/Split Dollar Life Insurance Assignment Agreement effective June 10, 1993 between the Company and Gene R. McGrevin filed as Exhibit 10.14 to 8/30/90 Form 10-K and incorporated herein by reference.* 1.15 Form of Stock Option Agreement substantially as entered into between Company and certain employee Directors and employees filed as Exhibit 10.15 to 3/30/94 Form 10-K and incorporated herein by reference.* 1.16 Form of Stock Option Agreement substantially as entered into between Company and certain non-employee Directors filed as Exhibit 10.16 to 3/30/94 Form 10-K and incorporated herein by reference.* 2. Statement Re: Computation of Per Share Earnings Computation can be clearly determined from the material contained in Company's Annual Report to Shareholders for year ended December 31, 1994. 13. Annual Report to Security Holders Syncor International Corporation Annual Report to Shareholders for the year ended December 31, 1994, except for specific information in such Annual Report expressly incorporated herein by reference, is furnished for the information of the Commission and is not to be deemed "filed" as part hereof. 21. Subsidiaries of the Registrant State of Name of Company Incorporation _______________ _____________ Syncor Management Corporation California Syncor Investment Management Corp Delaware Syncor Taiwan, Inc. Taiwan Syncor Midland, Inc. Texas Syncor Global Holdings, Inc. British Virgin Islands Syncor Hong Kong Limited Hong Kong** Syncor Philippines, Inc. Philippines** Syncor de Mexico Mexico** 23. Consents of Experts and Counsel Consent of KPMG Peat Marwick _______________________________ LLP, filed as Exhibit 23 to 12/31/94 Form 10-K and incorporated herein by reference. 27. Financial Data Schedule*** _______________________ __________________________________________ * Management contracts or compensatory plan ** Subsidiaries of Syncor Global Holdings, Inc. *** Included herewith SIGNATURE Pursuant to the requirements 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. SYNCOR INTERNATIONAL CORPORATION (Registrant) May 17, 1995 By:/s/ Haig S. Bagerdjian ______________________ Haig S. Bagerdjian Secretary EX-27 2 ART. 5 FDS FOR 10-K WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
5 1,000
EXHIBIT 27 FINANCIAL DATA SCHEDULE THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEETS AND CONSOLIDATED STATEMENTS OF INCOME AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. =================================================================== 12-MOS DEC-31-1994 DEC-31-1994 17,991 1,210 49,972 1,154 5,369 76,296 58,585 (31,819) 128,684 49,680 0 529 0 0 73,321 128,684 319,994 319,994 253,968 253,968 64,394 0 (747) 2,085 872 1,213 0 0 0 1,213 .11 .11
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