-----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, E9ReqFqHDrlNThASE772hZwp2fb51ENLJUpaMx4KcVOfABavVugWqq9tIdoV9Yee pq8x0yvNXqvhrOOGx7U21Q== 0000708821-96-000005.txt : 19960612 0000708821-96-000005.hdr.sgml : 19960612 ACCESSION NUMBER: 0000708821-96-000005 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960607 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: PAR TECHNOLOGY CORP CENTRAL INDEX KEY: 0000708821 STANDARD INDUSTRIAL CLASSIFICATION: CALCULATING & ACCOUNTING MACHINES (NO ELECTRONIC COMPUTERS) [3578] IRS NUMBER: 161434688 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-09720 FILM NUMBER: 96577990 BUSINESS ADDRESS: STREET 1: PAR TECHNOLOGY PARK STREET 2: 8383 SENECA TURNPIKE CITY: NEW HARTFORD STATE: NY ZIP: 13413 BUSINESS PHONE: 3157380600 10-K/A 1 =============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K/A Amendment No. 1 to Form 10-K [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 For the Transition Period From __________ to __________ Commission File Number 1-9720 PAR TECHNOLOGY CORPORATION (Exact name of registrant as specified in its charter) Delaware 16-1434688 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) PAR Technology Park 8383 Seneca Turnpike New Hartford, New York 13413-4991 (Address of principal executive offices) (Zip Code) (315) 738-0600 (Registrant's Telephone number, including area code) Securities registered pursuant to Section 12(g) of the Act: Name of Each Exchange on Title of Each Class Which Registered ------------------- ---------------- Common Stock, $.02 par value New York Stock Exchange 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. 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 [ ] The aggregate market value of the voting stock held by non-affiliates of the registrant based on the average price as of March 15, 1996 - $33.6 million. The number of shares outstanding of registrant's common stock, as of March 15, 1996 - 7,737,128 shares. DOCUMENTS INCORPORATED BY REFERENCE None. =============================================================================== Item 11: Executive Compensation The following table sets forth information concerning compensation for each of 1995, 1994 and 1993 awarded to, earned by, or paid to the Chief Executive Officer and the four most highly compensated Executive Officers of the Company other than the Chief Executive Officer.
Summary Compensation Table -------------------------- Long Term Compensation ---------------------- Annual Compensation Awards Payouts ------------------- ------ ------- Other Securities Annual Restricted Underlying All Other Compen- Stock Options/ LTIP Compen- Name and Bonus sation Award(s) SAR's (#) Payouts sation Principal Position Year Salary (1) ($) ($) (2) ($) ($) (3) - ------------------ ---- ------ --- --- --- --- --- --- --- Dr. John W. Sammon, Jr. 1995 $200,904 $ 76,206 0 0 0 0 $7,130 Chairman of the Board, 1994 $192,856 $110,030 0 0 0 0 $7,172 President and Director 1993 $185,302 $ 57,309 0 0 0 0 $8,969 Charles A. Constantino 1995 $173,772 $ 56,498 0 0 0 0 $7,130 Executive Vice President 1994 $166,815 $ 81,803 0 0 0 0 $7,172 and Director 1993 $152,968 $ 39,978 0 0 0 0 $8,033 J. Whitney Haney 1995 $175,956 $ 56,396 $9,026 0 0 0 $7,130 President, PAR 1994 $169,189 $ 89,583 0 0 0 0 $7,172 Microsystems Corporation 1993 $162,103 $ 35,235 0 0 0 0 $8,768 Albert Lane, Jr. 1995 $140,270 $ 71,317 0 0 0 0 $7,130 President, Rome Research 1994 $132,600 $ 81,102 0 0 0 0 $7,172 Corporation 1993 $118,000 $ 53,597 0 0 21,300 0 $7,206 Dr. John P. Retelle, Jr. 1995 $124,668 $ 39,105 0 0 0 0 $7,130 President, PAR Government 1994 $115,000 $ 34,898 0 0 5,000 0 $ 856 Systems Corporation 1993 $ 53,865 $ 18,495 0 0 25,000 0 0
- ---------------------------------------- (1) Cash bonus awards earned in the respective fiscal year. (2) Represents stock options granted under the Company's 1984 Stock option Plan. (3) All Other Compensation column consists only of Company contributions to the employees Profit Sharing component of the Company's Retirement Plan. Options/SAR's Granted in Last Fiscal Year ----------------------------------------- There were no stock options or stock appreciation rights ("SAR's") granted to the Executive Officers named in Summary Compensation Table in 1995. Aggregated Option Exercises in 1995 and Year-End Option Values -------------------------------------------------------------- The table which follows sets forth information concerning exercises of stock options during 1995 by each of the Executive Officers named in the Summary Compensation Table and the value of his unexercised Options as of December 31, 1995 based on a fair market value of $9.06 per share of the Company's common stock on such date:
Value of Unexercised Number of Unexercised in-the-Money Options at 12/31/95 Options at 12/31/95 (2) ------------------- ----------------------- Acquired Value (1) Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable ---- ----------- -------- ----------- ------------- ----------- ------------- Dr. John W. Sammon, Jr. -- -- -- -- -- -- Charles A. Constantino -- -- -- -- -- -- J. Whitney Haney 10,000 (3) $53,750 267,900 70,600 $1,624,144 $428,012 Dr. John P. Retelle 2,500 (3) $15,345 12,050 13,850 $ 39,735 $ 48,394 Albert Lane, Jr. 12,700 (3) $82,690 19,780 8,520 $ 89,856 $ 43,133
(1) The value realized equals the aggregate amount of the excess of the fair market value on the date of exercise (the average of the high and low prices of the Company's common stock as reported in the Wall Street Journal for the exercise date) over the relevant exercise price(s). (2) The value is calculated based on the aggregate amount of the excess of $9.06 (the fair market value of the Company's common stock on 12/31/95) over the relevant exercise price(s). (3) Shares were acquired and sold the same day. Compensation Committee Report ----------------------------- Pursuant to its responsibilities, the Compensation Committee of the Board of Directors (the "Committee") performs annual reviews of the performance and contribution of the Company's executive officers against annual and long term commitments and objectives to determine the nature and extent of executive compensation actions. Decisions of the Committee relative to the compensation of employee committee members (Dr. Sammon and Mr. Constantino) are subject to review and approval by a majority of the disinterested members of the Board. General Compensation Policy PAR's executive compensation program is designed to attract, motivate, reward and retain the management talent essential to achieving PAR's business objectives and maintaining its position of leadership in the industry. Compensation for PAR's executive officers in 1995 is consistent with the three fundamental principles of the executive compensation program: o Executive compensation must be tied to the Company's general performance and achievement of financial and strategic goals; o Executive compensation opportunities should be competitive with those provided by other leading high technology companies of comparable size; and o Provide incentives that align the long-term financial interests of the Company's executives with those of its Shareholders. Elements of Executive Compensation To meet its policy objectives for executive compensation, the Company's executive compensation program consists of Base Salary, Incentive Compensation and Stock Options. Base Salary. The Committee reviewed and set the annual base salary of the executive officers for fiscal 1995. In setting annual base salaries, the Committee considered the salaries of relative executives in similar positions in the industry from its most recent contracted survey, the level and scope of responsibility, experience and performance of the executive, financial performance of the Company and overall general economic factors. The Committee believes that the companies with whom the Company competes for compensation purposes are not necessarily the same companies with which shareholder cumulative returns are compared. The peer groups used in the Performance Graph below include the Standard & Poor's 500 Stock Index and those computer hardware companies deemed most comparable to the Company's businesses for measuring stock performance. An objective of the Committee is to administer the salary for each executive management position within a range with a midpoint near the average midpoint for comparable positions at companies of similar size, line of business and geographic area. In implementing its compensation policies, the Committee also considers the individual experience and performance of the executive, the performance of the organization over which the executive has responsibility, the performance of the Company and general economic conditions. The Committee gives such weight to each factor as it deems appropriate. Incentive Compensation. PAR's executive officers participate with other key employees in the Key Employee Incentive Compensation Program. Adopted in 1985, this program provides compensation calculated on annual business unit performance and overall corporate performance compared to predetermined financial goals. Under this program, key employees are eligible to receive an annual incentive cash bonus based on the performance of the Company and the appropriate business unit as measured against pre-established financial objectives which include measurements of profit before tax, revenue, accounts receivable collection cycle and inventory turns. Performance attainment of no less than 75% and up to 200% of the targeted objective will entitle the participant to receive a proportionally calculated incentive bonus. For 1995, the maximum possible incentive bonuses for achievement of 100% performance was dependent upon the participant's organizational level and ranged from 25% to 35% of the participant's base salary. Stock Options. In furtherance of the objective of providing long-term financial incentives that relate to improvement in long-term Shareholder value, the Company awards stock options to its key employees (including executive officers) under its 1995 Stock Option Plan ("Option Plan"). Stock options ("Options") granted under the Option Plan may be either Incentive Stock Options as defined by the Internal Revenue Code ("Incentive Stock Options") or Options which are not Incentive Stock Options ("Nonqualified Stock Options"). The Option Plan is administered by the Stock Option Committee of the Board of Directors. Upon review of recommendations from the Compensation Committee, the Stock Option Committee from time to time determines the key employees of the Company and its subsidiaries who shall be granted Options, the type of Options to be granted, the terms of the grant and the number of shares to be subject thereto. Option grants become exercisable no less than six months after the grant and typically expire ten years after the date of the grant. Option grants are discretionary and are reflective of the value of the recipients' position as well as the current performance and continuing contribution of that individual to the Company. CEO Compensation for Fiscal 1995 The Committee based the 1995 compensation of the Chief Executive Officer on the policies and practices described above. In 1995, Dr. Sammon received salary compensation of $200,904, an increase of 4% over his 1994 salary and earned an Incentive Compensation bonus payment of $76,206. The Incentive Compensation award was based on the Company's performance to pre-established objectives for profit before tax, revenue, inventory turns and accounts receivable collection cycle with each objective carrying a pre-established weight. Dr. Sammon, the Company's founder, became a shareholder before the Company became publicly-owned and has not, to date, been granted options under the Company's Stock Option Plan in view of his already existing substantial interest in maximizing the value of the Company's common stock. Compensation Committee Sangwoo Ahn, Chairman Dr. John W. Sammon, Jr. Charles A. Constantino Notwithstanding anything to the contrary set forth in any of the Company's previous filings under the Securities Act of 1933 or the Securities Exchange Act of 1934 that might incorporate by reference this Form 10-K, in whole or in part, the above Compensation Committee Report and the Performance Graph set forth below shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 (the "1933 Act") or the Securities Exchange Act of 1934 (the "1934 Act"), except to the extent the Company specifically incorporates them by reference into a filing under the 1933 Act or the 1934 Act nor shall such Compensation Committee Report or Performance Graph be deemed to be "soliciting material" or to be "filed" with the Securities and Exchange Commission or subject to Regulation 14A or 14C under the 1934 Act or to the liabilities of Section 18 of the 1934 Act, except to the extent that the Company specifically incorporates them by reference into a filing under the 1933 Act or the 1934 Act. As of the date of this Form 10-K, the Company has made no such incorporation by reference or request. Compensation Committee Interlocks and Insider Participation Dr. John W. Sammon, Jr., Chairman of the Board and President of the Company and Mr. Charles A. Constantino, Executive Vice President of the Company serve as members of the Compensation Committee and the Stock Option Committee. Directors who are employees of the Company are not separately compensated for serving on the Board. All other directors receive annual retainers of $10,000 for membership on the Board and an attendance fee of $1,000 per day for attendance at Board meetings and any Committee meetings held on the same day and $500 per day, prorated accordingly, for Committee meetings held on days other than Board meeting days. All directors are also reimbursed for all reasonable expenses incurred in attending meetings. In addition, for serving on the Board, each non-employee Director receives an initial Non-qualified Stock Options to purchase 5,000 shares of the company's common stock at an exercise price equal to 80% of the fair market value of the stock on the date of grant vesting 20% per year over five years. Upon expiration of such 5 year period, such non-employee Directors may be granted additional Nonqualified Stock Options under the then existing stock option plan. Performance Graph The following Performance Graph shows the changes over the past five year period (1991 through 1995) in the value of $100 invested in: (1) the Company's common stock, (2) the Standard & Poor's 500 Index, and (3) the common stock of the Computer Hardware Listed Industry Group (companies with SIC codes of 3571 and 3575) whose returns are weighted according to their respective market capitalizations. The closing price of the Company's stock on December 31, 1990 was $2.63 and an investment of $100 would have acquired 38 shares of the Company. On December 31, 1995 the Company's stock price closed at $9.00 making the value of the originally acquired 38 shares $343. The following companies are included in Computer Hardware Listed Industry Group: Amdahl Corporation, Atari Corporation, Ceridian Corporation, Compaq Computer Corporation, Cray Research Inc., Datapoint Corporation, Intelligent Systems Corporation, PAR Technology Corporation, Silicon Graphics Inc., Stratus Computer Inc., Sulcus Computer Corporation, Tandem Computers Incorporated, and Tandy Corporation. Commodore International Limited, Convex Computer Corporation and NBI Corporation, were formerly included in the Computer Hardware Listed Industry Group. PAR has been advised that stock for these companies is no longer publicly traded and therefore they are excluded from PAR's peer group. The year-end values of each investment are based on share price appreciation and the reinvestment of dividends.
12/31/90 12/31/91 12/31/92 12/31/93 12/31/94 12/31/95 -------- -------- -------- -------- -------- -------- PTC 100 100 233 286 252 343 PEER GROUP 100 88 97 132 177 184 S&P 500 100 130 140 155 157 215
PART IV Item 14: Exhibits, Financial Statement Schedules, and Reports on Form 8-K (a) Documents filed as a part of the Form 10-K (1) Financial Statements: --------------------- Report of Independent Accountants Consolidated Balance Sheet at December 31, 1995 and 1994 Consolidated Statement of Income for the three years ended December 31, 1995 Consolidated Statement of Changes in Shareholders' Equity for the three years ended December 31, 1995 Consolidated Statement of Cash Flows for the three years ended December 31, 1995 Notes to Consolidated Financial Statements (2) Financial Statement Schedules: ------------------------------ Valuation and Qualifying Accounts and Reserves (Schedule II) (3) List of Exhibits: -----------------
Exhibit No. Description of Exhibit --- ---------------------- 3.1 Certificate of Incorporation Filed as Exhibit 3.1 to the Company's of the Registrant, as amended. Registration Statement on Form S-2 (File No. 333-04077) incorporated herein by reference. 3.2 By-laws of the Registrant, Filed as Exhibit 3.3 to the Company's as amended. Registration Statement on Form S-2 (File No. 333-04077) incorporated herein by reference. 10.1 Agreement between Taco Bell Confidential treatment requested as to Corp. and PAR Microsystems certain portions. Redacted version Corporation dated December 18, filed as Exhibit 10.1 to the Company's 1995. Registration Statement on Form S-2 (File No. 333-04077) incorporated herein by reference. 10.2 Service Integration Agreement Confidential treatment requested as to between Taco Bell Corp. and certain portions. Redacted version PAR Microsystems Corpora- filed as Exhibit 10.2 to the Company's tion, dated September 12, 1995. Registration Statement on Form S-2 (File No. 333-04077) incorporated herein by reference. 11 Statement re computation of per-share earnings. 22 Subsidiaries of the registrant. 23 Consent of independent accountants. 27 Financial Data Schedule. (b) Reports on Form 8-K None.
(c) Exhibits The Company hereby files as part of this Form 10-K the exhibits listed in Item 14(a)(3) above. Exhibits which are incorporated herein by reference can be inspected and copied at the Public Reference Section of the Securities and Exchange Commission (the "Commission") at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and at the Commission's Regional Offices at 7 World Trade Center, Suite 1300, New York, New York 10048; 1401 Brickell Avenue, Suite 200, Miami, Florida 33131; Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511; 1801 California Street, Suite 4800, Denver, Colorado 80202-2648; and 5670 Wilshire Boulevard, 11th Floor, Los Angeles, California 90036-3648. Copies of such materials can also be obtained from the Public Reference Section of the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. (d) Financial statement schedules See (a)(2) above. SIGNATURES ---------- Pursuant to the requirements of Section 13 of 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. PAR TECHNOLOGY CORPORATION June 7, 1996 /s/John W. Sammon, Jr --------------------- John W. Sammon, Jr. Chairman of Board and President _________________________ Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
- -------------------------------------------------------------------------------- Signatures Title Date - -------------------------------------------------------------------------------- /s/John W. Sammon, Jr. - ---------------------- John W. Sammon, Jr. Chairman of Board June 7, 1996 President (Principal Executive Officer) and Director /s/Charles A. Constantino - ------------------------- Charles A. Constantino Executive Vice President June 7, 1996 and Director /s/J. Whitney Haney - ------------------- J. Whitney Haney Director June 7, 1996 /s/Ronald J. Casciano - --------------------- Ronald J. Casciano Vice President, June 7, 1996 Chief Financial Officer and Treasurer
List of Exhibits ----------------
Exhibit No. Description of Exhibit - ------- ---------------------- 3.1 Certificate of Incorporation Filed as Exhibit 3.1 to the of the Registrant,as amended. Company's Registration Statement on Form S-2(File No. 333-04077) incorporated herein by reference. 3.2 By-laws of the Registrant, Filed as Exhibit 3.3 to the as amended. Company's Registration Statement on Form S-2 (File No. 333-04077) incorporated by reference. 10.1 Agreement between Taco Bell Confidential treatment requested Corp. and PAR Microsystems as to certain portions. Redacted Corporation dated version filed as Exhibit 10.1 to December 18, 1995. the Company's Registration Statement on Form S-2 (File No. 333-04077) incorporated herein by reference. 10.2 Service Integration Agreement Confidential treatment requested between Taco Bell Corp. and as to certain portions. Redacted PAR Microsystems Corporation, version filed as Exhibit 10.2 to dated September 12, 1995. the Company's Registration Statement on Form S-2 (File No. 333-04077) incorporated herein by reference. 11 Statement re computation of per-share earnings. 22 Subsidiaries of the registrant. 23 Consent of independent accountants. 27 Financial Data Schedule.
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