-----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, RA0m6SDGMtLhXR2yNS+A3JnYYP5rBjuNago4q7sqx+hgNJWRD52534JBLzjp1/N2 +FU1CTgWC8wtatlCNynDdA== 0000944209-97-000432.txt : 19970401 0000944209-97-000432.hdr.sgml : 19970401 ACCESSION NUMBER: 0000944209-97-000432 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970331 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: DATAMETRICS CORP CENTRAL INDEX KEY: 0000027082 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 953545701 STATE OF INCORPORATION: DE FISCAL YEAR END: 1028 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08690 FILM NUMBER: 97570808 BUSINESS ADDRESS: STREET 1: 21135 ERWIN STREET CITY: WOODLAND HILLS STATE: CA ZIP: 91367 BUSINESS PHONE: 818-598-6200 MAIL ADDRESS: STREET 1: 21135 ERWIN STREET CITY: WOODLAND HILLS STATE: CA ZIP: 91367 11-K 1 FORM 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 11-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the period ended December 31, 1996 OR [_] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the transition period from _________ to ___________ Commission File Number _____ Datametrics Corporation Employee Qualified Stock Purchase Plan Datametrics Corporation 21135 Erwin Street Woodland Hills, California 91367 INTRODUCTION Datametrics Corporation, a Delaware corporation, has established the Datametrics Corporation Employee Qualified Stock Purchase Plan (the Plan). The Plan is intended to qualify as an "employee stock purchase plan" under Section 423 of the Internal Revenue Code of 1986, as amended. REQUIRED INFORMATION Financial statements and exhibits (a) Financial statements: These documents are listed in the Index to Financial Statements. (b) Exhibits: Consent of Independent Auditors SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, Datametrics Corporation as Plan Administrator has duly caused this Annual Report on Form 11-K for the period ended December 31, 1996 to be signed on its behalf by the undersigned hereunto duly authorized. Datametrics Corporation Employee Qualified Stock Purchase Plan DATE: March 26, 1997 By /s/ Adrien A. Maught Jr. -------------- ----------------------------------- Adrien A. Maught Jr. President, Chief Operating Officer and Chief Financial Officer /s/ Kenneth S. Polak ----------------------------------- Kenneth Polak Assistant Vice President, Finance Audited Financial Statements Datametrics Corporation Employee Qualified Stock Purchase Plan January 29, 1996 (Inception) to December 31, 1996 with Report of Independent Auditors Datametrics Corporation Employee Qualified Stock Purchase Plan Audited Financial Statements January 19, 1996 (Inception) to December 31, 1996 CONTENTS Report of Independent Auditors............................................. 1 Audited Financial Statements: Statements of Net Assets Available for Benefits............................ 2 Statements of Changes in Net Assets Available for Benefits................. 2 Notes to Financial Statements.............................................. 3
Report of Independent Auditors Plan Administrator Datametrics Corporation Employee Qualified Stock Purchase Plan We have audited the accompanying statement of net assets available for benefits of the Datametrics Corporation Employee Qualified Stock Purchase Plan (the Plan) as of December 31, 1996, and the related statement of changes in net assets available for benefits from January 29, 1996 (inception) to December 31, 1996. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 1996, and the changes in its net assets available for benefits from January 29, 1996 (inception) to December 31, 1996, in conformity with generally accepted accounting principles. /s/ Ernst & Young LLP Woodland Hills, California March 26, 1997 1 Datametrics Corporation Employee Qualified Stock Purchase Plan Statement of Net Assets Available for Benefits December 31, 1996 ASSETS Due from company $ 12 -------- Net assets available for benefits $ 12 ========
Statement of Changes in Net Assets Available for Benefits January 29, 1996 (Inception) to December 31, 1996 Additions to net assets attributed to: Participant contributions $188,123 Deductions from net assets attributed to: Stock purchases 142,349 Participant withdrawals 45,762 -------- Total deductions 188,111 Net increase in net assets available for benefits 12 Net assets available for benefits: Inception - -------- End of year $ 12 ========
See accompanying notes. 2 Datametrics Corporation Employee Qualified Stock Purchase Plan Notes to Financial Statements December 31, 1996 1. PLAN DESCRIPTION Datametrics Corporation (the Company) established the Datametrics Corporation Employee Qualified Stock Purchase Plan (the Plan) effective on January 29, 1996. The Plan is a qualified employee stock purchase plan which allows employees of the Company to purchase shares of the Company's Common Stock, $0.01 Par Value, at a discount from the market price at times specified by the Plan document. The Plan is not subject to the requirements of the Employee Retirement Income Security Act. Employees of the Company are eligible to participate in the Plan if they have been employed with the Company for more than 30 days and work on average more than 20 hours per week during the plan year. Under plan provisions, entry dates are limited to January 29, 1996, and the first business days of July 1996, January 1997 and July 1997, and represent the first day of a semi-annual period of participation on which each eligible employee is granted an option to purchase stock. Eligible employees may defer from 1% to 10% of basic compensation on a before- tax basis. These payroll deductions are recorded as an increase to the participant's account. Participant contributions are deposited in the Company's corporate bank accounts and may be used for general corporate purposes. Each participating employee's option will be automatically exercised in semi- annual installments on the last day of each semi-annual period of participation during which the eligible employee is participating in the Plan. The number of shares of common stock subject to each option shall be equal to the quotient of the total payroll deductions made by the employee during the semi-annual period of participation divided by the option price, excluding fractional shares of common stock. The per share exercise price of each option is an amount equal to the lesser of 85% of the fair market value of the Company's stock on the entry date, or 85% of the fair value of Company's stock on the last day of the semi-annual period of participation (i.e., stock purchase date). The maximum number of shares of common stock subject to each option shall not exceed 10,000 shares per individual. Total shares issuable under the plan are limited to 200,000. 3 Datametrics Corporation Employee Qualified Stock Purchase Plan Notes to Financial Statements (continued) 1. PLAN DESCRIPTION (CONTINUED) Upon exercise of the option, the Company will as soon as practicable thereafter issue to the employee his or her shares of stock purchased. Such stock shall initially be held in a brokerage account established by the employee at such brokerage firm designated by the Company and authorized by the participant. Distributions from the Plan are made when a participant retires, dies (in which case, payment shall be made to his or her beneficiary or, if none, his or her legal representatives), or otherwise terminates employment with the Company. Also, participants may withdraw from the Plan upon giving written instructions to the Plan Administrator at the Company. As soon as practicable after cessation of participation, all funds previously credited to an employee's account under the Plan will be paid to such employee in cash in one lump sum payment, without payment of any interest thereon. Although the Company expects to continue the Plan until December 31, 1997 or, if earlier, until all shares of the Company's common stock reserved for issuance under the Plan have so been issued, the Company's board of directors may terminate the Plan at any time with respect to any shares not then subject to options under the Plan and may modify the Plan from time to time. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF ACCOUNTING The accompanying financial statements are prepared on the accrual basis of accounting. ESTIMATES USED IN THE PREPARATION OF THE FINANCIAL STATEMENTS The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the accompanying notes. Actual results could differ from those estimates and such differences may be material to the financial statements. 4 Datametrics Corporation Employee Qualified Stock Purchase Plan Notes to Financial Statements (continued) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) PARTICIPANT CONTRIBUTIONS Contributions are recorded when the Company makes payroll deductions from, or reduces the compensation of Plan participants. STOCK PURCHASES Stock purchases are recorded on the last day of a semi-annual period of participation after the price and number of shares purchased have been determined for each participant. PARTICIPANT WITHDRAWALS Participant withdrawals and payments made to terminated participants are recorded on the date distributions are made. 3. STOCK PURCHASES The following table summarizes the stock issued to plan participants during 1996:
SEMI-ANNUAL SHARES PURCHASE PURCHASE DATE ISSUED PRICE ------------- ------ --------- June 30 24,711 $106,257 December 31 40,102 36,092 ------ -------- Total 64,813 $142,349 ====== ========
Pursuant to plan provisions, there are 135,187 remaining shares of stock reserved by the Company for future issuance through December 31, 1997. 5 Datametrics Corporation Employee Qualified Stock Purchase Plan Notes to Financial Statements (continued) 4. INCOME TAX STATUS The Plan is an employee stock purchase plan as defined in section 423 of the Internal Revenue Code of 1986, as amended (the Code). So long as the Plan meets the Code requirements of an employee stock purchase plan, employees will not recognize income when options are exercised, but will recognize such income at the later disposition of the stock. The Plan is not required to and does not maintain a determination letter from the Internal Revenue Service. 5. ADMINISTRATIVE EXPENSES Certain administrative functions are performed by officers or employees of the Company. No officers or employees receive compensation from the Plan. All expenses associated with establishment, operation and administration of the Plan are borne by the Company. 6 EX-23.1 2 CONSENT OF ERNST & YOUNG LLP EXHIBIT 23.1 Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8 No.E333-04815) pertaining to the Datametrics Corporation Employee Qualified Stock Purchase Plan of our report dated March 26, 1997, with respect to the financial statements of the Datametrics Corporation Employee Qualified Stock Purchase Plan included in this Annual Report (Form 11-K) for the period ended December 31, 1996. /s/ Ernst & Young LLP Woodland Hills, California March 26, 1997 7 -----END PRIVACY-ENHANCED MESSAGE-----