-----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, NpNO5UNxrxL73CWGrOitYBfDCAc9BC79lnBp26zdy+9VODQKq0s8e04MI4UGzvgi RXZNrHHIiNwznjQDfwPWOA== 0000950115-96-000420.txt : 19960430 0000950115-96-000420.hdr.sgml : 19960430 ACCESSION NUMBER: 0000950115-96-000420 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960429 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERDIGITAL COMMUNICATIONS CORP CENTRAL INDEX KEY: 0000354913 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 231882087 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-11152 FILM NUMBER: 96552906 BUSINESS ADDRESS: STREET 1: 2200 RENAISSANCE BLVD STE 105 CITY: KING OF PRUSSIA STATE: PA ZIP: 19406 BUSINESS PHONE: 6102787800 MAIL ADDRESS: STREET 1: 2200 RENAISANCE BLVD STE 105 STREET 2: 2200 RENAISANCE BLVD STE 105 CITY: KING OF PRUSSIA STATE: PA ZIP: 19406 FORMER COMPANY: FORMER CONFORMED NAME: INTERNATIONAL MOBILE MACHINES CORP DATE OF NAME CHANGE: 19920703 10-K/A 1 AMENDMENT TO FORM 10K SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ----------------------------------------- FORM 10-K/A (Amendment No.1) (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] 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 [ NO FEE REQUIRED] For the transition period from to Commission File Number 1-11152 INTERDIGITAL COMMUNICATIONS CORPORATION (Exact name of registrant as specified in its charter) Pennsylvania 23-1882087 (state or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number)
781 Third Avenue, King of Prussia, Pennsylvania 19406 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: 610-878-7800 Securities registered pursuant to Section 12(b) of the Act: Common Stock, Par Value $.01 per Share (Title of Class) Securities registered pursuant to Section 12(g) of the Act: $2.50 Cumulative Convertible Preferred Stock, Par Value $2.50 per Share (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 Regulation S-K 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. [ ] On March 22, 1996, the aggregate market value of the Registrant's Common Stock, $.01 par value, held by non-affiliates of the Registrant was approximately $408,437,000. On March 22, 1996, there were 46,021,060 shares of the Registrant's Common Stock, $.01 par value outstanding. Documents Incorporated by Reference Not Applicable. Part III Item 10. Directors and Executive Officers of the Registrant Information concerning executive officers appears under the caption "Item 1.Business-Executive Officers of the Company" in Part I of the Form 10-K. The following individuals comprise the Board of Directors and are identified by term of office: Member of the Board of Directors Having a Term of Office Expiring at the 1996 Annual Meeting and Nominee for Election to Board of Directors For a Three Year Term Expiring at 1999 Annual Meeting HARRY G. CAMPAGNA, 57, has been a director of the Company since April 1994, at which time he was elected by the Board to fill the vacancy created by the resignation of William W. Erdman in February 1994. Mr. Campagna has been the President and Chairman of the Board of Qualitex Co., a company co-founded and co-owned by Mr. Campagna and his wife, for more than the past five years. Qualitex is a manufacturer of press pads and related items for the garment, apparel and textile maintenance industries. Members of the Board of Directors Continuing in Office Term Expiring at 1998 Annual Meeting BARNEY J. CACIOPPO, 68, has been a director of the Company since May 1995. He has been the owner and President of Harbor Engineering & Service Co., an engineering and consulting firm, since February 1965. He was the owner and President of Argon Electric Co., a company which provides electrical construction services, for 25 years until his retirement in January 1993. He is a registered professional engineer in the State of Illinois. HARLEY L. SIMS, 68, has been a director of the Company since April 1992. Since 1983, he has been the President of L&A Contracting Company, a Mississippi company engaged in heavy and highway construction. He is also the President of Southeastern Concrete Company, a concrete producer. Members of The Board of Directors Continuing in Office Term Expiring at 1997 Annual Meeting D. RIDGELY BOLGIANO, 63, has been a director of the Company since 1981. He became the Company's Vice President of Research and Chief Scientist in April 1984, and has been affiliated with the Company in various capacities since 1974. WILLIAM J. BURNS, 67, has been a director of the Company since June 1990. Mr. Burns has served as the Company's Chief Executive Officer and Chairman of the Board since November 1994. He has been a self-employed investor and financial consultant for the last 15 years. Compliance with Section 16(a) of the Securities Exchange Act of 1934 Section 16(a) of the Securities Exchange Act of 1934 requires the Company's directors and executive officers, and persons who own more than ten-percent of a registered class of the Company's equity securities, to file with the Securities and Exchange Commission and the American Stock Exchange initial reports of ownership and reports of changes in ownership of Common Stock and other equity securities of the Company. Executive officers, directors and greater than ten-percent shareholders (collectively, "Reporting Persons") are additionally required to furnish the Company with copies of all Section 16(a) forms they file. To the Company's knowledge, based solely on review of the copies of such reports furnished to the Company and written representations of Reporting Persons that no other reports were required with respect to fiscal 1995, all Section 16(a) filing requirements applicable to the Reporting Persons were complied with; except that, due to administrative oversight, each of Mr. Goldberg, Mr. Sims and Lyman Hamilton, a former director, filed one report late relating to one transaction. Item 11. Executive Compensation Summary Compensation Table The following table sets forth certain information concerning the annual and long-term compensation paid to or for (i)the Company's Chief Executive Officer and (ii) the Company's four other most highly compensated other executive officers whose total annual salary and bonus exceeded $100,000 in 1995 (collectively, the "Named Officers"), for services rendered to the Company and its subsidiaries during fiscal years 1993, 1994 and 1995:
Long-Term Compensation ------------------ Annual Compensation Awards ---------------------------------- ------------------ Other Securities All Other Name and Annual Underlying Compen- Principal Compensation Options/ sation Position Year Salary Bonus ($) SARs (#) (1) -------------------- ----- --------- --------- ------------ ----------- --------- William J. Burns 1995 $394,520 (2) $0 - 0 $4,050 Chief Executive 1994 $ 15,151 $0 $0 250,000 $ 0 Officer (since November 1994) William A. Doyle 1995 $170,000 $0 $0 0 $5,509 President 1994 $139,627 $0 - 70,000 $2,805 1993 $107,923 $0 $0 0 $3,507 Howard E. Goldberg 1995 $125,000 $0 $34,437(3) 50,000 $5,196 Executive Vice President 1994 $130,688 $0 - 30,000 $1,933 General Counsel and Secretary (since December 1994) James W. Garrison 1995 $110,000 $0 $0 0 $5,092 VP-Finance, Chief 1994 $ 84,267 $0 $57,000 $1,228 Financial Officer, Treasurer (since December 1994) Robert S. Bramson (4) 1995 $177,307 $504,319 $0 0 $350,878 Past President and 1994 $150,000 $ 27,933 $0 0 $4,500 Chief Executive Officer 1993 $140,539 $0 - 0 $2,546 of InterDigital Patents Corporation
---------------------- (1) Amounts listed under "All Other Compensation" for 1995 represent the dollar value of insurance premiums with respect to term life insurance (Burns $4,050; Doyle $1,009; Goldberg $696; Garrison $592; Bramson $878), employer contributions to the Company's 401 (k) plan (Doyle $4,500; Goldberg $4,500; Garrison $4,500) and, in the case of Mr. Bramson, a payment of $350,000 pursuant to the agreement referenced in footnote (4) below; and for 1994 represent the dollar value of insurance premiums with respect to term life insurance (Doyle $780; Goldberg $508; Garrison $148; Bramson $2,250) and employer contributions to the Company's 401(k) plan (Doyle $2,025; Goldberg $1,425; Garrison $1,080; Bramson $ 2,250). (2) Includes the amount of $144,520 which was accrued in 1994. (3) Amount listed includes $33,187 in commissions related to certain transactions completed in 1995. (4) Mr. Bramson's employment terminated in April 1995. In conjunction therewith, the Company, InterDigital Patents Corporation, a subsidiary of the Company (IPC), and Mr. Bramson entered into an agreement, in consideration of the cancellation of any claims Mr. Bramson would otherwise have asserted under an IPC Executive Bonus Plan, pursuant to which IPC paid Mr. Bramson the gross sum of $650,000. Further, IPC acknowledged (i) Mr. Bramson's ownership of a five year option to purchase a number of shares of IPC equal to 1.1% of its outstanding shares at an exercise price of $.01 per share ("Option"),and (ii) Mr. Bramson's right to participate ratably in any buy-out of IPC in which the Company participates which has the effect of reducing the number or percentage of IPC shares not owned by the Company. Mr. Bramson has the right, under the agreement, to require IPC to purchase the stock issued or issuable upon exercise of the Option for one million dollars at any time on or before June 30, 1998 if such shares are not purchased from him or exchanged for shares of the Company prior to December 31, 1996. Stock Option Grants, Exercises and Holdings The following tables set forth certain information concerning stock options granted to and exercised by the Named Officers during fiscal 1995 and unexercised stock options held by them at the end of fiscal 1995. Option/SAR Grants in Last Fiscal Year
Individual Grants Number of % of Total Potential Realizable Value at Securities Options/SARs Assumed Annual Rates of Underlying Granted to Stock Price Appreciation for Options/ Employees in Exercise Option Term 1 SARs Last Fiscal or Base Expiration ------------------------------ Name Granted (#) Year Price Date 5% 10% ---- ----------- ------------ -------- ----------- --- --- William J. Burns 0 0 $ - - $0 $0 William A. Doyle 0 0 - - $0 $0 Howard E. Goldberg 50,000 32.7% $6.5625 5/30/05 $534,500 $851,000 James W. Garrison 0 0 - - $0 $0 Robert S. Bramson2 0 0 - - $0 $0
- ------------ 1 Potential Realizable Value is reported net of the option exercise price, but before taxes associated with exercise. These amounts represent certain assumed rates of appreciation only. Actual gains, if any, on stock option exercises are dependent upon the future performance of the Company's Common Stock. The amounts reflected in this table may not necessarily be achieved. 2 See footnote 4 to the Summary Compensation Table.
Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR Values Number of Securities Value of Unexercised Underlying In-the-Money Options/SARs Options/SARs at at FY-End($)(1) Shares FY-End (#) Acquired On Value --------------------------- --------------------------- Name Exercise(#) Realized($) Exercisable Unexercisable Exercisable Unexercisable - -------------- ----------- ----------- ----------- ------------- ----------- ------------- William J. Burns ................... 0 $ 286,000 0 $1,129,750 $ 0 William A. Doyle ................... 16,66 $ 49,998 131,334 27,000 $ 337,211 $ 112,375 Howard E. Goldberg. . . 0 .......... $ 106,666 58,334 $ 145,729 $ 99,271 James W. Garrison .................. .19,000 $ 57,000 44,900 30,100 $ 96,162 $ 128,088 Robert S. Bramson(2) .............. 80,000 $ 161,875 40,000 0 $ 85,000 $ 0
(1) The values of unexercised, in-the-money options are calculated by subtracting the exercise price from the fair market value of the shares of Common Stock underlying the options at December 31, 1995. (2) Information for Mr. Bramson does not reflect any option to purchase common stock of Patents Corp., as discussed in footnote (4) under Summary Compensation Table above. Compensation Committee Interlocks and Insider Participation During 1995 the following directors served on the Compensation and Stock Option Committee of the Board: Mr. Sims and Mr. Campagna. Neither of the aforementioned Committee members was an officer or employee of the Company or any of its subsidiaries during 1995, or was formerly an officer of the Company or any of its subsidiaries. Item 12. Security Ownership of Certain Beneficial Owners and Management Security Ownership Of Certain Beneficial Owners and Management The following table sets forth certain information regarding beneficial ownership of the Company's Common Stock, as of March 31, 1996, by each of the Company's directors, by each of the Named Officers, by all executive officers and directors of the Company as a group, and by each person known to the Company to be the beneficial owner of more than 5% of any class of the Company's outstanding Common Stock. Unless otherwise indicated, the shareholders listed possess sole voting and investment power with respect to the shares listed.
Percent of Name of Amount and Common Stock Beneficial Nature of Outstanding (if Owner Ownership(1) greater than 1%)(2) ---------- ------------ ------------------- D. Ridgely Bolgiano............................... 249,305 - William J. Burns ................................. 493,405 (3) 1.1 % Barney J. Cacioppo ............................... 108,622 (3) - Harry G. Campagna ................................ 164,725 (3) - Harley L. Sims.................................... 519,100 (3) 1.1 % William A. Doyle.................................. 134,124 - Howard E. Goldberg................................ 109,583 (3) - James W. Garrison................................. 35,400 - Robert S. Bramson................................. 30,100 - All directors and officers as a group (8 persons) 1,814,264 (3) 3.9 %
----------------------- (1) Includes the following number of shares of Common Stock which may be acquired by the persons and group identified in the table (or members of the immediate family or other persons or entities affiliated with such persons or members of such group), through the exercise of options or warrants which were exercisable as of March 31, 1996 or will become exercisable within 60 days of such date: Mr. Bolgiano, 179,300; Mr. Burns, 324,000; Mr. Cacioppo, 77,622; Mr. Campagna, 84,725; Mr. Sims, 59,750; Mr. Doyle, 133,334; Mr. Goldberg, 106,666; Mr. Garrison, 35,400; Mr. Bramson, 30,000; all directors and executive officers as a group,1,000,797. (2) Based upon 46,024,060 shares of Common Stock issued and outstanding at March 31, 1996. (3) Investment and voting power with respect to certain of such shares may be shared with members of the immediate family or other persons or entities affiliated with the listed person or members of the listed group. Item 13. Certain Relationships and Related Transactions Not applicable. 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. April 29, 1996 INTERDIGITAL COMMUNICATIONS CORPORATION By: /s/ William A. Doyle ---------------------- William A. Doyle President -----END PRIVACY-ENHANCED MESSAGE-----