-----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, AdufThufvx5kiw17z/aTF7ctcyD/UvacDYJzHhMz4HPlHhLkM0iYJqssILbtpIXE RNzw4pFGcOsjP1skBQLx0Q== 0000050842-95-000005.txt : 19951130 0000050842-95-000005.hdr.sgml : 19951130 ACCESSION NUMBER: 0000050842-95-000005 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950531 FILED AS OF DATE: 19951128 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERPOINT CORP /NEW/ CENTRAL INDEX KEY: 0000050842 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 910850556 STATE OF INCORPORATION: WA FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-11069 FILM NUMBER: 95596561 BUSINESS ADDRESS: STREET 1: 10301 WILLOWS RD STREET 2: PO BOX 97005 CITY: REDMOND STATE: WA ZIP: 98073-9705 BUSINESS PHONE: 2068823100 MAIL ADDRESS: STREET 1: 10301 WILLOWS ROAD STREET 2: PO BOX 97005 CITY: REDMOND STATE: WA ZIP: 98073-9705 FORMER COMPANY: FORMER CONFORMED NAME: INTEGRATED CIRCUITS INC DATE OF NAME CHANGE: 19890321 11-K 1 FORM 11-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ----------------------------- FORM 11-K [ ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended May 31, 1995 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to ________ Commission File Number 0-11069 ------------------------- A. Full Title of the Plan Interpoint Corporation Savings and Investment Plan B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive offices: Interpoint Corporation 10301 Willows Road Redmond, Washington 98073-9705 Financial Statements and Exhibits a) Financial Statements Report of Independent Accountants Statements of Net Assets Available for Plan Benefits as of May 31, 1995 and 1994 Statements of Changes in Net Assets Available for Plan Benefits for the years ended May 31, 1995 and 1994 Notes to Financial Statements Schedule I - Schedule of Assets held for Investment at May 31, 1995 Schedule II - Schedule of Reportable Transactions for year ended May 31, 1995 b) Exhibits Consent of Independent Accountants SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the employee benefit plan administrators have duly caused this annual report to be signed on behalf of the undersigned, thereunto duly authorized. INTERPOINT CORPORATION SAVINGS AND INVESTMENT PLAN ------------------------------ Registrant Dated: November 27, 1995 By: /s/Peter H. van Oppen ----------------- ------------------------------ Peter H. van Oppen Chairman and CEO Interpoint Corporation Report of Independent Accountants To the Participants and Administrator of the Interpoint Corporation Savings and Investment Plan In our opinion, the accompanying statement of net assets available for plan benefits and the related statement of changes in net assets available for plan benefits present fairly, in all material respects, the net assets available for plan benefits of the Interpoint Corporation Savings and Investment Plan at May 31, 1995 and 1994, and the changes in its net assets available for plan benefits for the years then ended, in conformity with generally accepted accounting principles. These financial statements are the responsibility of the plan's management; our responsbility is to express an opinoin 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 management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. Schedule I and II are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. Schedules I and II have been subjected to the auditng procedures applied in the audit of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. Schedules I and II that accompany the Plan's financial statements do not disclose the historical cost of certain plan assets held by the plan trustee, the gain or loss on sales transactions, or the aggregate number of transactions. Disclosure of this information is required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. /s/Price Waterhouse LLP Seattle, Washington November 21, 1995 Interpoint Corporation Savings and Investment Plan Statement of Net Assets Available for Plan Benefits
May 31, ------------------------- 1995 1994 ----------- ----------- Assets Investments, at fair value Connecticut General Life Insurance Company Guaranteed Funds $ 1,838,786 $ 1,502,789 Stock Market Index Fund 130,240 86,645 Janus Fund 1,088,119 832,208 Fidelity Advisor Income & Growth Fund 1,013,561 727,619 Interpoint Stock Fund 338,908 264,402 Loans to participants 299,049 275,342 ----------- ----------- 4,708,663 3,689,005 Contributions receivable 36,045 27,921 ----------- ----------- Net assets available for plan benefits $ 4,744,708 $ 3,716,926 =========== ===========
Interpoint Corporation Savings and Investment Plan Statement of Changes in Net Assets Available for Plan Benefits
Year ended May 31, ------------------------- 1995 1994 ----------- ----------- Additions to net assets attributed to: Investment income Interest $ 20,578 $ 114,317 Dividends 17,996 53,373 Net appreciation in fair value of investments 248,747 58,609 ----------- ----------- 287,321 226,299 ----------- ----------- Less investment expenses (693) ----------- ----------- Contributions Employer 59,916 44,601 Participant 841,915 572,444 ----------- ----------- 901,831 617,045 ----------- ----------- Total additions 1,188,459 843,344 Deductions from net assets attributed to Benefits paid to participants (160,677) (259,015) ----------- ----------- Net increase 1,027,782 584,329 Net assets available for plan benefits: Beginning of year 3,716,926 3,132,597 ----------- ----------- End of year $ 4,744,708 $ 3,716,926 =========== ===========
Interpoint Corporation Savings and Investment Plan Notes to Financial Statements May 31, 1995 and 1994 1. Description of the Plan General The Interpoint Corporation Savings and Investment Plan (the Plan) was established on June 1, 1986 as a defined contribution profit-sharing plan to encourage long-term savings by employees and to supplement retirement income. Participation All regular full-time and part-time employees of Interpoint Corporation (the Company) are eligible to participate in the Plan. Employer contributions The Company may elect to make contributions to the Plan in an amount determined by the Board of Directors. It is the Company's policy to make matching contributions equal to 50% of each participant's eligible contributions up to a maximum matching contribution of $150 per participant. All matching contributions made by the Company are invested in common stock of the Company. Participant contributions Participants may contribute to the Plan through payroll deductions from 1% to 15% (in whole percentage points) of their gross compensation up to the calendar-year limit imposed by the Internal Revenue Service. Contributions may be suspended at any time by the participant. However, contribution reinstatement and changes in the amount contributed are only allowed each June 1 and December 1. Vesting Participant contributions and allocated earnings thereon are 100% vested immediately. Employer contributions vest at the rate of 25% per plan year in which a participant works more than 1,000 hours, from the date of employment. Allocation to participants' accounts Individual accounts are maintained for each participant. Each participant's account is credited with the participant's contribution, the Company's matching contributions and plan earnings. Plan earnings are allocated to active participants of the Plan according to a weighted average allocation method. During fiscal year 1995 approximately $1,500 of employer matching contributions were forfeited by terminating employees before those amounts became vested. Such forfeited amounts remain in the Plan and reduce the Company's contributions. Benefit payments Participants are eligible to receive 100% of their account balance on their normal or deferred retirement date, at termination, at death, or at total disability, as defined by the plan document. Although it is not the current intention of the Company, in the event of termination of the Plan, all participants' accounts would become fully vested and would be distributed upon liquidation of the Plan's assets. Administrative expenses Administrative expenses of the Plan are paid by the Company. Administrative expenses paid by the Company on behalf of the Plan were approximately $35,000 for each of the years ended May 31, 1995 and 1994, respectively. Participant loans The Plan allows for loans to be made to plan participants. These loans are restricted in amount by the balance of each participant's account and are repaid, including interest at the prime rate plus two, over a period of no more than 15 years for loans to purchase a primary residence and over a period of no more than five years for all other loans. Participant loans are valued at cost which approximates fair value and are treated as direct investments of the participants. 2. Summary of accounting policies Basis of accounting The financial statements of the Plan have been prepared on the accrual basis of accounting. Investments Investments in pooled funds and marketable equity securities are valued at quoted market values at the end of the plan year. Investments in guaranteed investment contracts are stated at cost plus interest earned net of benefit payments. Reclassification Certain reclassifications have been made to the 1994 financial statements to conform with 1995 classifications. These reclassifications have no effect on the net assets available for plan benefits as previously reported. 3. Investments The following were the investment funds during the plan year: CONNECTICUT GENERAL LIFE INSURANCE COMPANY (CIGNA) GUARANTEED LONG-TERM FUND AND GUARANTEED SHORT-TERM FUND - Contributions are invested with CIGNA under contract. The contract provides a projected interest rate announced by CIGNA each calendar year. Principal and earned interest are guaranteed by CIGNA. CONNECTICUT GENERAL LIFE INSURANCE COMPANY STOCK MARKET INDEX FUND - This market fund primarily consists of S&P 500 Stocks. JANUS FUND - This mutual fund primarily consists of blue chip stocks. FIDELITY ADVISOR INCOME & GROWTH FUND - This mutual fund primarily consists of equity securities (such as preferred and common stocks that pay a combination of dividends and capital gains), convertible securities and fixed-income securities (bonds). INTERPOINT STOCK FUND - This fund consists of Interpoint common stock. Contributions include the Company's matching contribution and participant contributions and transfers. Interpoint Corporation Savings and Investment Plan Notes to Financial Statements May 31, 1995 and 1994 Changes in net assets available for benefits by investment account for the year ended May 31, 1995 are as follows:
CIGNA Guaranteed CIGNA Fidelity ----------------- Stock Advisor Inter- Contri- Long- Short- Market Income & point Partici- butions Term Term Index Janus Growth Stock pant Receiv- Fund Fund Fund Fund Fund Fund Loans able Total Additions to net assets attributed to Investment income Interest $ 9,984 $ 532 $ 499 $ 4,692 $ 4,107 $ 764 $ 20,578 Dividends 17,996 17,996 Net appreciation in fair value of investment 90,227 1,328 18,406 94,231 40,972 3,583 248,747 Less investment expenses (693) (693) Contributions Employer 58,744 $ 1,172 59,916 Participant 295,030 19,854 36,210 153,942 271,661 30,345 34,873 841,915 ---------- ------- -------- ---------- ---------- Total additions 395,241 21,714 55,115 270,861 316,740 92,743 36,045 1,188,459 Deductions from net assets Benefits paid to participants (34,582) (833) (14,621) (69,757) (22,771) (18,113) (160,677) ---------- ------- -------- ---------- ---------- -------- ------- ---------- Net increase prior to interfund transfers 360,659 20,881 40,494 201,104 293,969 74,630 36,045 1,027,782 Interfund transfers (46,945) 1,402 3,101 54,807 (8,027) (124)$ 23,707 (27,921) 0 ---------- ------- -------- ---------- ---------- -------- -------- ------- ---------- Net increase (decrease) 313,714 22,283 43,595 255,911 285,942 74,506 23,707 8,124 1,027,782 Net assets available for plan benefits Beginning of year 1,476,295 26,494 86,645 832,208 727,619 264,402 275,342 27,921 3,716,926 ---------- ------- -------- ---------- ---------- -------- -------- ------- ---------- End of year $1,790,009 $48,777 $130,240 $1,088,119 $1,013,561 $338,908 $299,049 $36,045 $4,744,708 ========== ======= ======== ========== ========== ======== ======== ======= ==========
Interpoint Corporation Savings and Investment Plan Notes to Financial Statements May 31, 1995 and 1994 Changes in net assets available for benefits by investment account for the year ended May 31, 1994 are as follows:
UNUM CIGNA Fidelity Guaran- CIGNA Guaranteed Stock Advisor teed Inter- Contri- Long- Short- Market Income & Long- point Parti- butions Term Term Index Janus Growth Term Stock cipant Receiv- Fund Fund Fund Fund Fund Fund Fund Loans able Total Additions to net assets attributed to Investment income Interest $ 90,417 $ 1,163 $ 151 $ 2,872 $ 2,448 $ 16,943 $ 323 $ 114,317 Dividends 53,373 53,373 Net appreciation in fair value of investment 2,373 (3,583) 9,911 49,908 58,609 Less investment expenses Contributions Employer 43,014 $ 1,587 44,601 Participant 241,372 6,714 16,565 145,168 123,381 12,910 26,334 572,444 ---------- ------- -------- ---------- ---------- --------- -------- -------- -------- ---------- Total additions 331,789 7,877 19,089 197,830 135,740 16,943 106,155 27,921 843,344 Deductions from net assets Benefits paid to participants (76,413) (797) (11,598) (96,389) (39,149) (14,250) (20,419) (259,015) ---------- ------- -------- ---------- ---------- --------- -------- -------- -------- ---------- Net increase prior to interfund transfers 255,376 7,080 7,491 101,441 96,591 2,693 85,736 27,921 584,329 Interfund transfers 117,115 (7,652) 19,817 (5,776) 190,309 (367,299) (7,672)$ 90,081 (28,923) 0 ---------- ------- -------- ---------- ---------- --------- -------- -------- -------- ---------- Net increase (decrease) 372,491 (572) 27,308 95,665 286,900 (364,606) 78,064 90,081 (1,002) 584,329 Net assets available for plan benefits Beginning of year 1,103,804 27,066 59,337 736,543 440,719 364,606 186,338 185,261 28,923 3,132,597 ---------- ------- -------- ---------- ---------- --------- -------- -------- ------- ---------- End of year $1,476,295 $26,494 $ 86,645 $ 832,208 $ 727,619 $ 0 $264,402 $275,342 $27,921 $3,716,926 ========== ======= ======== ========== ========== ========= ======== ======== ======= ==========
Interpoint Corporation Savings and Investment Plan Notes to Financial Statements May 31, 1995 and 1994 4. Federal income taxes The Company has received a favorable determination letter from the Internal Revenue Service as to the qualified status of the Plan. The Company is of the opinion that the Plan continues to fulfill the requirements of a qualified plan under Section 401(a) of the Internal Revenue Code and is not subject to tax. Accordingly, no provision for federal or state income taxes has been provided. 5. Reconciliation to IRS Form 5500 The May 31, 1995 and 1994 financial statements include a contributions receivable accrual of $36,045 and $27,921, respectively, that is not included in the Form 5500. Interpoint Corporation Savings and Investment Plan Additional Information - Schedule I Item 27a Form 5500 - Schedule of Assets Held for Investment Purposes May 31, 1995
Cost Description of of Shares/ asset Current Identity of Issue investment units value Mutual Funds: Connecticut General Life Insurance Open-end Company Stock Market Index Fund mutual fund 5,114 $ 130,240 Janus Fund Open-end mutual fund 51,496 1,088,119 Fidelity Advisor Income Open-end & Growth Fund mutual fund 52,228 1,013,561 Common stocks: Interpoint Corporation Class A 37,656 338,908 Guaranteed investment contract: Connecticut General Life Insurance Company Guaranteed long-term fund 7.42% N/A 1,790,009 Guaranteed short-term fund 3.15% N/A 48,777 Loans to participants Due 06/01/95 - 06/01/10 @ Prime + 2% 299,049 ---------- $4,708,663 ========== Data is not available due to limitations in the custodian's reporting system.
Interpoint Corporation Savings and Investment Plan Additional Information - Schedule II Item 27d Form 5500 - Schedule of Reportable Transactions Year Ended May 31, 1995
Number Description of trans- Purchase Selling Lease Expense Cost of Net gain Party involved of asset actions price price rental incurred asset or (loss) Series of transactions: Connecticut General Life Guaranteed N/A $438,094 $219,519 - - N/A N/A Insurance Company Long-Term Fund Fidelity Advisor Income and N/A 345,282 100,313 - - N/A N/A Growth Fund Janus Janus Fund N/A 273,703 112,023 - - N/A N/A Transactions or series of transactions in excess of 5 percent the current value of the Plan's assets as of May 31, 1994 (as defined in Section 2520.103-6 of the Department of Labor Rules and Regulations for Reporting and Disclosure under ERISA.) Data is not available due to limitations in the custodian's reporting system.
EX-23 2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference of this Registration Statement on Form S-8 (No. 33-39237) of our report dated November 21, 1995 on the Annual Report of the Interpoint Corporation Savings and Investment Plan on Form 11-K for the year ended May 31, 1995. /s/PRICE WATERHOUSE LLP Seattle, Washington November 21, 1995 -----END PRIVACY-ENHANCED MESSAGE-----