-----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, WtawtVNBiI4yq7UQIujuFvb3wK0eKtN8HP4uMFaoHwXKUATlyyH5izHuvhKEf5qW cepmezS+gPWbxWaQkklBjA== 0000311946-97-000005.txt : 19970328 0000311946-97-000005.hdr.sgml : 19970328 ACCESSION NUMBER: 0000311946-97-000005 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970327 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: LOGICON INC /DE/ CENTRAL INDEX KEY: 0000311946 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 952126773 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07777 FILM NUMBER: 97564866 BUSINESS ADDRESS: STREET 1: 3701 SKYPARK DR CITY: TORRANCE STATE: CA ZIP: 90505-4794 BUSINESS PHONE: 3103730220X3237 MAIL ADDRESS: STREET 1: 3701 SKYPARK DRIVE CITY: TORRANCE STATE: CA ZIP: 90505-4794 11-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K (Mark One) Annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 1996 OR Transition report pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the transition period from ________ to ______. A. Full title of the plan and address of the plan, if different from that of the issuer named below: Employees' Stock Purchase Plan of LOGICON, INC. Commission File Number 1-7777 B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: LOGICON, INC. 3701 Skypark Drive Torrance, CA 90505 INDEX TO FINANCIAL STATEMENTS PAGE Report of Independent Accountants 2 Financial Statements of the Employees' Stock Purchase Plan of Logicon, Inc.: Statement of Financial Condition at December 31, 1996 and 1995 3 Statement of Income and changes in Plan Equity for the years ended December 31, 1996, 1995 and 1994 4 Notes to Financial Statements 5 Signatures 7 Consent of Independent Accountants to Incorporation by Reference of Report in Continuous Offering on Form S-8 8 Note: Certain schedules have been omitted because they are not applicable or the required information is presented in the financial statements. REPORT OF INDEPENDENT ACCOUNTANTS To the Participants and the Administrative Committee of the Employees's Stock Purchase Plan of Logicon, Inc. In our opinion, the financial statements listed in the accompanying index present fairly, in all material respects, the financial condition of the Employees' Stock Purchase Plan of Logicon, Inc. at December 31, 1996 and 1995, and the income and changes in plan equity for each of the three years in the period ended December 31, 1996, in conformity with generally accepted accounting principles. These financial statements are the responsibility of the Plan's Administrative Committee; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards which 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, assessing the accounting principles used and significant estimates made by the Plan's Administrative Committee, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. PRICE WATERHOUSE LLP Costa Mesa, California March 21, 1997 EMPLOYEES' STOCK PURCHASE PLAN OF LOGICON, INC. STATEMENT OF FINANCIAL CONDITION December 31, 1996 1995 Assets held by Sanwa Bank California as trustee and custodian: Common stock of Logicon, Inc. ($.10 par value, at market value - 492,264 and 471,606 shares; cost $9,920,315 and $6,841,508) $17,967,636 $12,969,165 Cash and short-term investments 113,614 81,762 Due from Logicon, Inc. (including participants' contributions) 961,889 655,991 ___________ ___________ 19,043,139 13,706,918 Dividends and interest payable to participants (67,963) (51,567) Participant withdrawals payable (185,958) (243,688) ___________ ___________ Plan equity (1,837 and 1,484 participants) $18,789,218 $13,411,663 (Note 4) =========== =========== See Notes to Financial Statements. EMPLOYEES' STOCK PURCHASE PLAN OF LOGICON, INC. STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY For the Year Ended December 31, 1996 1995 1994 Contributions by participants $ 4,435,325 $3,105,360 $1,975,903 Contributions by Logicon, Inc, net of participant forfeitures of $426,656, $214,435 and $198,767 1,758,352 1,313,259 767,252 Dividend income 96,550 72,673 63,211 Interest income 10,062 9,070 5,303 Net realized and unrealized appreciation in market value of Logicon, Inc. common stock 3,643,534 4,865,157 224,157 _________ _________ _________ 9,943,823 9,365,519 3,035,826 Participant withdrawals (1,476,012) (727,180) (639,872) Distributions to participants (3,022,388) (2,579,195) (2,568,240) Distribution of dividends and interest (67,868) (51,567) (45,467) ___________ ___________ ___________ Increase (decrease)in net assets for the period 5,377,555 6,007,577 (217,753) Plan equity (Note 4): Beginning of period 13,411,663 7,404,086 7,621,839 __________ ___________ ___________ End of period $18,789,218 $13,411,663 $7,404,086 ============= =========== =========== See Notes to Financial Statements. EMPLOYEES' STOCK PURCHASE PLAN OF LOGICON, INC. NOTES TO FINANCIAL STATEMENTS NOTE 1 - DESCRIPTION OF THE PLAN: The Employees' Stock Purchase Plan of Logicon, Inc. (the Plan) provides the employees of Logicon, Inc .and certain of its subsidiaries (the Company) the opportunity to acquire shares of the Company's common stock. Participants may contribute up to 6% of their base compensation to the Plan through regular after tax payroll deductions. The Company makes contributions to the Plan equal to 50% of the amounts contributed by participants, less participant forfeitures of non-vested amounts. As provided in the Trust agreement, all participant and Company contributions are invested by Sanwa Bank California (the Trustee) in shares of Logicon, Inc. common stock. Shares of the Company's common stock are purchased at fair market value on the open market, from the Company or from the Company's employees. All administrative and other expenses of the Plan are paid by the Company. Dividend and interest income is distributed ratably to the participants and to the Company each year based upon participants' vested and nonvested account balances. Participants' interests in the Plan are accumulated in units which, at the time of distribution or withdrawal, are converted into whole shares of the Company's common stock and into cash for fractional shares. This conversion is based upon each participant's proportionate interest in the Plan as measured in units, multiplied by the total number of shares of the Company's common stock held by the Plan. Participant contributions are fully vested at all times. Company contributions vest two years after the close of the plan year in which the contributions were made, or at the time of the participant's total disability, death or retirement. Should the Company permanently discontinue its contributions or terminate the Plan, all participants will become fully vested in their share of Company contributions. The Plan provides for the purchase of a maximum of 8,008,200 shares of the Company's common stock unless the Plan is amended. At December 31, 1996, 324,920 additional shares may be purchased by the Plan. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: The financial statements of the Plan are prepared on the accrual basis of accounting. The investment in Logicon, Inc. common stock is stated at its closing market price on the date of valuation. NOTE 3 - INCOME TAXES: The Plan is established under current tax law as a grantor trust and is therefore not subject to taxes on its income. For tax purposes, the Company is considered to be the owner of the portion of the Plan equity attributable to non-vested Company contributions. Company contributions, and earnings thereon, become taxable to participants as compensation upon vesting and distribution. Participants are responsible for individual income taxes on dividend and interest distributions from the Plan. NOTE 4 - DETAIL OF PLAN EQUITY: December 31, 1996 1995 1994 Plan equity is comprised of the following: Class year ended December 31, 1992 $2,510,631* Class year ended December 31, 1993 $3,272,730* 1,982,874 Class year ended December 31, 1994 $5,567,245* 4,709,524 2,910,581 Class year ended December 31, 1995 6,204,200 5,429,409 Class year ended December 31, 1996 7,017,773 __________ __________ __________ $18,789,218 $13,411,663 $7,404,086 =========== =========== ========== At December 31, 1996, the number of units attributable to the Classes of 1996, 1995 and 1994 were 333,431, 294,774 and 264,550 respectively, and Plan equity per unit was approximately $21.05. * Subsequent to the applicable plan year end, the appropriate Class year was distributed to participants. NOTE 5 - TWO-FOR-ONE STOCK SPLIT On August 7, 1995, the Company declared a two-for-one split of the Company's common stock providing one additional share for each share outstanding to shareholders of record on August 23, 1995. New shares were issued on September 13, 1995. The two-for-one stock split has been retroactively reflected in the Plan's financial statements. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Committee administering the Plan has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. EMPLOYEES' STOCK PURCHASE PLAN OF LOGICON, INC. By RALPH L. WEBSTER Ralph L. Webster, Member of the Employees' Stock Purchase Plan Administrative Committee Date: March 27, 1997 CONSENT OF INDEPENDENT ACCOUNTANTS TO INCORPORATION BY REFERENCE OF REPORT IN CONTINUOUS OFFERING ON FORM S-8 We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 2-82907) of the Employees' Stock Purchase Plan of Logicon, Inc. of our report dated March 21, 1997 appearing on page 2 of this Form 11-K. PRICE WATERHOUSE LLP Costa Mesa, California March 26, 1997 -----END PRIVACY-ENHANCED MESSAGE-----