10-K/A 1 FORM 10-K AMENDMENT #1 FOR THE YEAR ENDED 11/30/94 1 UNITED STATES 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 November 30, 1994 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: 1-10261 VIVRA INCORPORATED ____________________ (Exact name of registrant as specified in its charter) DELAWARE 94-3096645 _______________________________ _________________________________ (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization 400 Primrose, #200, Burlingame, California 94010 _______________________________________________________________________________ (Address of principal executive offices) (ZIP Code) Registrant's telephone number, including area code (415) 348-8200 ____________________________ Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on Title of each class which registered Common Stock, $.01 par value New York Stock Exchange Preferred Stock Purchase Rights New York Stock Exchange _______________________________ ________________________ Securities registered pursuant to Section 12(g) of the Act: None _________________ (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 (section 229.405 of this chapter) 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 of any amendment to this Form 10-K. [X] The aggregate market value of the voting stock held by nonaffiliates of the registrant on February 1, 1995, based on the closing price on the New York Stock Exchange, was: $640,822,000 Number of shares of Common Stock outstanding on February 1, 1995 21,010,570 Documents Incorporated by reference (to the extent indicated herein) Proxy statement dated March 28, 1995 (in Part III) 2 FORM 10-K/A AMENDMENT NO. 1 To report on Form 10-K for the fiscal year ended November 30, 1994 The undersigned registrant hereby amends the following items, financial statements, exhibits or other portions of its Annual Report on Form 10-K for the fiscal year ended November 30, 1994, as set forth herein: Part III ITEM 10. Directors and Executive Officers of the Registrant The biographical information for directors and executive officers under the captions "Information Concerning Nominees and Continuing Directors" on page 2 and "Information Concerning Executive Officers" on pages 5 and 6 in the definitive Proxy Statement for the Company's 1995 Annual Meeting of Stockholders is incorporated herein by reference. ITEM 11. Executive Compensation The information under the headings "Compensation of Executive Officers" on pages 7 through 9 and "Employment Contracts" on pages 14 and 15 in the definitive Proxy Statement for the Company's 1995 Annual Meeting of Stockholders is incorporated herein by reference. ITEM 12. Security Ownership of Certain Beneficial Owners and Management The information contained under the heading "Beneficial Ownership" on pages 4 and 5 in the definitive Proxy Statement for the Company's 1995 Annual Meeting of Stockholders is incorporated herein by reference. Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. VIVRA INCORPORATED By: /s/ LeAnne M. Zumwalt ________________________ LeAnne M. Zumwalt Secretary Dated: March 29, 1995