-----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, IxLjPwFGbmiBweLHJ7ncMZAptPeqWIO8FZRE0vRtpi2f/f07t065A/8VNVC9fz3d AtdWSPestVqhX/FQwYG2Pg== 0000877212-97-000005.txt : 19970702 0000877212-97-000005.hdr.sgml : 19970702 ACCESSION NUMBER: 0000877212-97-000005 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970701 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ZEBRA TECHNOLOGIES CORP/DE CENTRAL INDEX KEY: 0000877212 STANDARD INDUSTRIAL CLASSIFICATION: GENERAL INDUSTRIAL MACHINERY & EQUIPMENT [3560] IRS NUMBER: 362675536 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19406 FILM NUMBER: 97633809 BUSINESS ADDRESS: STREET 1: 333 CORPORATE WOODS PKWY CITY: VERNON HILLS STATE: IL ZIP: 60061 BUSINESS PHONE: 7086346700 11-K 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the year ended December 31, 1996 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from ___________________ to ____________________ Commission file number_______________________________________________ Zebra Technologies Corporation Profit Sharing and Savings Plan 333 Corporate Woods Parkway, Vernon Hills, Illinois 60061 Registrant's telephone number including area code: (847)634-6700 (Name and Address of Issuer) Zebra Technologies Corporation 333 Corporate Woods Parkway, Vernon Hills, Illinois 60061 This document consists of ___ pages. Independent Auditors' Report The Plan's Trustees Zebra Technologies Corporation Profit Sharing and Savings Plan: We have audited the accompanying statements of net assets available for benefits of the Zebra Technologies Corporation Profit Sharing and Savings Plan (the Plan) as of December 31, 1995 and 1996, and the related statements of changes in net assets available for benefits for each of the years in the three-year period ended December 31, 1996. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards 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. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 1995 and 1996, and the changes in net assets available for benefits for each of the years in the three-year period ended December 31, 1996 in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information included in schedules 1 and 2 is presented for the purpose of additional analysis and is not required as part of the basic financial statements, but is 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. The supplemental schedules and fund information have been subjected to the auditing procedures applied in the audits 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. May 23, 1997 KPMG Peat Marwick LLP ZEBRA TECHNOLOGIES CORPORATION PROFIT SHARING AND SAVINGS PLAN Statements of Net Assets Available for Benefits December 31, 1995 and 1996 1995 1996 Assets: Investments, at fair value: Strong Government Securities Fund $ 1,437,869 1,609,089 Alex Brown Money Market Fund 714,044 593,914 AIM Constellation Fund 1,562,080 2,372,191 AIM Value Fund 1,260,095 1,833,144 GAM International Fund 1,143,326 1,512,365 MAS Value Fund 2,181,704 3,175,161 Zebra Technologies Corporation Common Stock Fund 161,602 165,191 Participant loans receivable 389,695 502,854 Total investments 8,850,415 11,763,909 Receivables: Employer contributions 452,782 499,448 Participant contributions 18,114 82,664 Miscellaneous 2,119 - Total receivables 473,015 582,112 Cash and cash equivalents 68,628 32,266 Net assets available for benefits $ 9,392,058 12,378,287
See accompanying notes to financial statements. ZEBRA TECHNOLOGIES CORPORATION PROFIT SHARING AND SAVINGS PLAN Statements of Changes in Net Assets Available for Benefits Years ended December 31, 1994, 1995 and 1996 1994 1995 1996 Additions to net assets attributed to: Investment income: Interest $ 17,261 25,128 68,082 Dividends 138,740 354,682 472,709 Realized gain (loss) on investments (713,797) 1,360,439 17,914 Unrealized appreciation (depreciation) of investments 336,446 (211,329) 809,115 (221,350) 1,528,920 1,367,820 Participant contributions (including rollovers) 809,804 1,039,973 1,261,952 Employer 401(k) contributions 276,761 328,939 427,927 Employer profit sharing contributions 377,451 452,782 499,448 Total additions 1,242,666 3,350,614 3,557,147 Deductions from net assets attributed to: Administrative expenses 23,547 27,541 - Benefits paid to participants 180,329 723,249 570,918 Total deductions 203,876 750,790 570,918 Net increase 1,038,790 2,599,824 2,986,229 Net assets available for benefits: Beginning of year 5,753,444 6,792,234 9,392,058 End of year $ 6,792,234 9,392,058 12,378,287
See accompanying notes to financial statements. ZEBRA TECHNOLOGIES CORPORATION PROFIT SHARING AND SAVINGS PLAN Notes to Financial Statements December 31, 1994, 1995 and 1996 (1) Description of Plan The following description of the Zebra Technologies Corporation Profit Sharing and Savings Plan (the Plan) provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions. General The Plan is a defined contribution plan covering eligible employees of Zebra Technologies Corporation (the Company) subject to certain service requirements. It is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Contributions Participants may contribute 1% to 15% of eligible compensation on a pretax basis within certain specified limitations. The Plan permits discretionary contributions by the Company. During 1994, 1995, and 1996, the Company contributed approximately $377,000, $453,000, and $499,000, respectively, to the profit sharing portion of the Plan and approximately $277,000, $329,000, and $428,000, respectively, to the savings portion (401(k)) of the Plan. As of January 1, 1996, participants are able to allocate their funds among any combination of the following: AIM Constellation Fund AIM Value Fund Alex Brown Money Market Fund GAM International Fund MAS Value Fund Strong Government Securities Fund Zebra Technologies Corporation Common Stock Fund (limited to 10% of contributions) ZEBRA TECHNOLOGIES CORPORATION PROFIT SHARING AND SAVINGS PLAN Notes to Financial Statements During 1994, 1995 and 1996, participant and employer contributions by fund were as follows: 1994 1995 1996 Participant directed: Berger 100 Fund $ 220,332 177,558 - Monetta Fund 72,995 50,542 - Janus Funds 151,618 119,780 - Financial Industrial Fund 131,640 79,089 - USAA Income Fund 90,575 59,615 - Strong Government Securities Fund 111,162 141,905 232,895 Alex Brown Money Market Fund 31,482 90,550 84,238 Warburg Pincus Int. Equity Fund - 12,903 - AIM Constellation Fund - 115,915 406,551 AIM Value Fund - 88,360 319,418 GAM International Fund - 67,515 205,920 MAS Value Fund - 105,269 309,415 Zebra Technologies Corporation Common Stock Fund - 25,122 48,778 Nonparticipant directed company managed funds 654,212 687,571 - Profit sharing contribution receivable - - 499,448 Due from participants - - 82,664 Total participant and employer contributions $ 1,464,016 1,821,694 2,189,327
Number of Participants As of December 31, 1996 there were a total of 456 participants in the Plan. The number of participants under each investment program were as follows: Strong Government Securities Fund 275 Alex Brown Money Market Fund 195 AIM Constellation Fund 377 AIM Value Fund 353 GAM International Fund 306 MAS Value Fund 330 Zebra Technologies Corporation Common Stock Fund 172 ZEBRA TECHNOLOGIES CORPORATION PROFIT SHARING AND SAVINGS PLAN Notes to Financial Statements Vesting Participant contributions (plus actual earnings thereon) vest immediately. Employer contributions vest as follows: Completed years of service Vested percentage 1 20% 2 40 3 60 4 80 5 or more 100
Payment of Benefits Payment of benefits shall, in every case, be in the form of a lump sum. Hardship/Withdrawals Participants may withdraw funds from their savings contribution account after meeting certain criteria as defined in the Plan. The minimum hardship distribution is $1,000. Loans to Participants Loans are available to plan participants at the prime interest rate (as published by American National Bank of Chicago), under limited circumstances as described in the Plan. Loans to plan participants are secured by their vested balance in the Plan and may not exceed the lesser of 50% of their vested balance or $50,000. Termination of the Plan Although the Company has not expressed any intent to terminate the Plan, it may do so at any time, subject to the provisions of ERISA. Reclassifications Certain amounts included in the 1994 financial statements have been reclassified to conform to the method of presentation adopted in 1995 and 1996. ZEBRA TECHNOLOGIES CORPORATION PROFIT SHARING AND SAVINGS PLAN Notes to Financial Statments (2) Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements have been prepared on the accrual basis of accounting and present the net assets available for plan benefits and the changes in those net assets. Investments Investments are maintained in independent funds which are managed by the respective funds' money managers and overseen by the Plan's trustees. Investments are carried at fair value plus accrued interest/dividends. Contributions Participants' contributions are recognized by the Plan when withheld from the participants by the Company. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of additions and deductions from net assets during the reporting period. Actual results could differ from those estimates. (3) Federal Income Taxes The Plan has received a favorable determination letter from the Internal Revenue Service, dated August 17, 1993, indicating that it is qualified under Section 401(a) of the Internal Revenue Code and therefore the related trust is exempt from tax under Section 501(a) of the Internal Revenue Code. The Plan's trustees are not aware of any activity or transactions that may adversely affect the qualified status of the Plan. (4) Administrative Expenses Amounts forfeited by participants are used to offset administrative expenses of the Plan. To the extent administrative expenses exceed forfeitures, administrative expenses are paid by the Company. (5) Net Assets of Inactive Participants At December 31, 1996, net assets available for benefits included $82,248 of 100% vested account balances of inactive participants who have terminated or retired and who have requested distribution but have not yet been paid. ZEBRA TECHNOLOGIES CORPORATION PROFIT SHARING AND SAVINGS PLAN Notes to Financial Statements (5) Fund Information Separate fund information for the years ended December 31, 1994, 1995, and 1996 is shown below: Net Assets Admin- at Contri- Benefits istrative Jan. 1, 1994 butions paid expenses Participation directed: Berger 100 Fund $ 671,057 220,332 (30,218) - Monetta Fund 259,754 72,995 (17,053) - Janus Funds 744,294 151,618 (24,364) - Financial Industrial Fund 516,078 131,640 (12,577) - USAA Income Fund 558,157 90,575 (10,335) - Strong Government Securities Fund 327,412 111,162 (10,024) - Alex Brown Money Market Fund 10,174 31,482 (1,160) - Participant Loans Receivable 299,945 - - - Nonparticipant Directed Company Managed Fund 2,037,013 276,761 (74,598) (23,547) Total Investment Funds 5,423,884 1,086,565 (180,329) (23,547) Profit Sharing Contribution Receivable 292,802 377,451 - - Miscellaneous Receivables - - - - Cash and Cash Equivalents 36,758 - - - Total Assets Available for Benefits $ 5,753,444 1,464,016 (180,329) (23,547)
ZEBRA TECHNOLOGIES CORPORATION PROFIT SHARING AND SAVINGS PLAN Notes to Financial Statements (5) Fund Information Separate fund information for the years ended December 31, 1994, 1995, 1996 is shown below: Net realized and unrealized appreciation Loans, Net assets Investment (depreciation) transfers, at income in fair value and misc. Dec. 31, 1994 Participation directed: Berger 100 Fund $ - (41,931) 188,973 1,008,213 Monetta Fund 1,114 (18,106) (13,326) 285,378 Janus Funds 373 (9,401) 10,905 873,425 Financial Industrial Fund 22,283 (50,780) 17,673 624,317 USAA Income Fund 31,882 (54,833) (179,626) 435,820 Strong Government Securities Fund 20,024 (31,249) (89,912) 330,413 Alex Brown Money Market Fund 3,077 - 41,327 84,900 Participant Loans Receivable 17,261 - (33,756) 283,450 Nonparticipant Directed Company Managed Fund 59,987 (171,051) 269,929 2,374,494 Total Investment Funds 156,001 (377,351) 215,187 6,300,410 Profit Sharing Contribution Receivable - - (292,802) 377,451 Miscellaneous Receivables - - 320 320 Cash and Cash Equivalents - - 77,295 114,053 Total Assets Available for Benefits $ (23,547) 156,001 (377,351) 6,792,234
ZEBRA TECHNOLOGIES CORPORATION PROFIT SHARING AND SAVINGS PLAN Notes to Financial Statements Net assets Admin- at Contri- Benefits istrative Jan. 1, 1995 butions paid expenses Participant directed: Berger 100 Fund $ 1,008,213 177,558 (163,648) - Monetta Fund 285,378 50,542 (83,197) - Janus Funds 873,425 119,780 (173,883) - Financial Industrial Fund 624,317 79,089 (25,237) - USAA Income Fund 435,820 59,615 (7,369) - Strong Government Securities Fund 330,413 141,905 (33,015) - Alex Brown Money Market Fund 84,900 90,550 (3,691) - Warburg Pincus International Equity Fund - 12,903 (72) - AIM Constellation Fund - 115,915 - - AIM Value Fund - 88,360 - - GAM International Fund - 67,515 - - MAS Value Fund - 105,269 - - Zebra Technologies Corporation Common Stock Fund - 25,122 - - Participant Loans Receivable 283,450 - (1,711) - Nonparticipant Directed Company Managed Fund 2,374,494 234,789 (231,426) (27,541) Total Investment Funds 6,300,410 1,368,912 (723,249) (27,541) Profit Sharing Contribution Receivable 377,451 452,782 - - Due from Participants - - - - Miscellaneous Receivables 320 - - - Cash and Cash Equivalents 114,053 - - - Total Assets Available for Benefits $ 6,792,234 1,821,694 (723,249) (27,541)
ZEBRA TECHNOLOGIES CORPORATION PROFIT SHARING AND SAVINGS PLAN Notes to Financial Statements Net realized and unrealized appreciation Loans, Net assets Investment (depreciation) transfers, at income in fair value and misc. Dec. 31, 1995 Participant directed: Berger 100 Fund $ - 204,058 (1,226,181) - Monetta Fund - 83,292 (336,015) - Janus Funds - 206,277 (1,025,599) - Financial Industrial Fund 10,000 91,552 (779,721) - USAA Income Fund 22,684 48,383 (559,133) - Strong Government Securities Fund 33,783 61,362 903,421 1,437,869 Alex Brown Money Market Fund 35,896 - 506,389 714,044 Warburg Pincus International equity fund 944 33,126 (46,901) - AIM Constellation fund 48,535 (80,313) 1,477,943 1,562,080 AIM Value Fund 71,562 (67,122) 1,167,295 1,260,095 GAM International Fund 49,654 (643) 1,026,800 1,143,326 MAS Value Fund 12,404 69,083 1,994,948 2,181,704 Zebra Technologies Corporation Stock Fund - 18,931 117,549 161,602 Paticipant Loans Receivable 25,128 - 82,828 389,695 Nonparticipant Directed Company Managed Fund 69,220 481,124 (2,900,660) - Total Investment Fund 379,810 1,149,110 402,963 8,850,415 Profit Sharing Contribution Receivable - - (377,451) 452,782 Due from Participants - - 18,114 18,114 Miscellaneous Receivables - - 1,799 2,119 Cash and Cash Equivalents - - (45,425) 68,628 Total Assets Available for Benefits $ 379,810 1,149,110 - 9,392,058
ZEBRA TECHNOLOGIES CORPORATION PROFIT SHARING AND SAVINGS PLAN Notes to Financial Statements Net assets Admin- at Contri- Benefits istrative Jan. 1, 1996 butions paid expenses Strong Government Securities Fund $ 1,437,869 232,895 - - Alex Brown Money Market Fund 714,044 84,238 (4,874) - AIM Constellation Fund 1,562,080 406,551 - - AIM Value Fund 1,260,095 319,418 - - GAM International Fund 1,143,326 205,920 - - MAS Value Fund 2,181,704 309,415 - - Zebra Technologies Corporation Common Stock Fund 161,602 48,778 - - Participant Loans 389,695 - (48,700) - Total Investment Funds 8,850,415 1,607,215 (53,574) - Profit Sharing Contribution Receivable 452,782 499,448 - - Due from Participants 18,114 82,664 - - Miscellaneous Receivables 2,119 - - - Cash and Cash Equivalents 68,628 - (517,344) - Total Assets Available for Benefits $ 9,392,058 2,189,327 (570,918) -
ZEBRA TECHNOLOGIES CORPORATION PROFIT SHARING AND SAVINGS PLAN Notes to Financial Statements Net realized and unrealized appreciation Loans, Net assets Investment (depreciation) transfers, at income in fair value and misc. Dec. 31, 1996 Strong Government Securities Fund $ 78,611 (41,388) (98,898) 1,609,089 Alex Brown Money Market Fund 36,547 (48) (235,993) 593,914 AIM Constellation Fund 75,306 228,736 99,518 2,372,191 AIM Value Fund 87,985 138,084 27,562 1,833,144 GAM International Fund 5,720 111,812 45,587 1,512,365 MAS Value Fund 221,322 448,127 14,593 3,175,161 Zebra Technologies Corporation Common Stock Fund - (58,294) 13,105 165,191 Participant Loans 33,344 - 128,515 502,854 Total Investments Funds 538,835 827,029 (6,011) 11,763,909 Profit Sharing Contribution Receivable - - (452,782) 499,448 Due from Participants - - (18,114) 82,664 Miscellaneous Receivables - - (2,119) - Cash and Cash Equivalents 1,956 - 479,026 32,266 Total Assets Available for Benefits 540,791 827,029 - 12,378,287
Schedule 1 ZEBRA TECHNOLOGIES CORPORATION PROFIT SHARING AND SAVINGS PLAN Item 27a - Schedule of Assets Held for Investment Purposes December 31, 1996 Fair Description Cost value Strong Government Securities Fund $ 1,647,454 1,609,089 Alex Brown Money Market Fund 593,914 593,914 AIM Constellation Fund 2,243,437 2,372,191 AIM Value Fund 1,765,067 1,833,144 GAM International Fund 1,402,097 1,512,365 MAS Value Fund 2,904,404 3,175,161 Zebra Technologies Corporation Common Stock Fund 197,077 165,191 Participant Loans (interest rates ranging from 5% to 12%) 502,854 502,854 Total assets held for investment purposes $ 11,256,304 11,763,909
See accompanying independent auditors' report. Schedule 2 ZEBRA TECHNOLOGIES CORPORATION PROFIT SHARING AND SAVINGS PLAN Schedule of Reportable Transactions Year ended December 31, 1996 Description Purchase Selling Expenses incurred with trades of security price price Purchases Sales Total Strong Government Securities Fund: 85 purchases $ 467,440 - 65 sales - 248,194 Alex Brown Money Market Fund: 100 purchases 986,818 - 77 sales - 306,442 AIM Constellation Fund: 101 purchases 954,234 - 66 sales - 336,012 AIM Value Fund: 101 purchases 718,920 - 64 sales - 255,774 GAM International Fund: 101 purchases 425,233 - 62 sales - 146,742 MAS Value Fund: 115 purchases 825,654 - 63 sales - 245,995
See accompanying independent auditor's report. Schedule 2 ZEBRA TECHNOLOGIES CORPORATION PROFIT SHARING AND SAVINGS PLAN Schedule of Reportable Transactions Year ended December 31, 1996 Current value of asset on Description Cost of transaction Net gain of security security date (loss) Strong Government Securities Fund: 85 purchases 467,440 467,440 - 65 sales 257,855 248,194 (9,661) Alex Brown Money Market Fund: 100 purchases 986,818 986,818 - 77 sales 306,490 306,442 (48) AIM Constellation Fund: 101 purchases 954,234 954,234 - 66 sales 316,255 336,012 19,757 AIM Value Fund: 101 purchases 718,920 718,920 - 64 sales 252,940 255,774 2,834 GAM International Fund: 101 purchases 425,233 425,233 - 62 sales 149,307 146,742 (2,565) MAS Value Fund: 115 purchases 825,654 825,654 - 63 sales 232,428 245,995 13,567
See accompanying independent auditor's report. SIGNATURE The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan's trustees have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. Zebra Technologies Corporation Profit Sharing and Savings Plan June 27, 1997 By: /s/ Edward Kaplan Edward Kaplan Plan Trustee -----END PRIVACY-ENHANCED MESSAGE-----