-----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, CY+YardjJQy8RB6KepPgfzwavSLy4aGMI5KliM3xPxZoQFLCvFPqy7AiLfrkTRU8 cg4+S1qthaoE6piO1rDM1Q== /in/edgar/work/20000714/0000912057-00-032020/0000912057-00-032020.txt : 20000920 0000912057-00-032020.hdr.sgml : 20000920 ACCESSION NUMBER: 0000912057-00-032020 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000714 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ZEBRA TECHNOLOGIES CORP/DE CENTRAL INDEX KEY: 0000877212 STANDARD INDUSTRIAL CLASSIFICATION: [3560 ] IRS NUMBER: 366966580 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 000-19406 FILM NUMBER: 673152 BUSINESS ADDRESS: STREET 1: 333 CORPORATE WOODS PKWY CITY: VERNON HILLS STATE: IL ZIP: 60061 BUSINESS PHONE: 7086346700 11-K 1 a11-k.txt 11-K 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 For the year ended December 31, 1999 ZEBRA TECHNOLOGIES CORPORATION ------------------------------------------------------ (Exact name of registrant as specified in its charter) DELAWARE 36-2675536 ------------------------------- ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 333 CORPORATE WOODS PARKWAY, VERNON HILLS, IL 60061 --------------------------------------------------- (Address of principal executive offices) (Zip Code) (847) 634-6700 -------------- (Registrant's telephone number, including area code) 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, 1999 and 1998 and the related statements of changes in net assets available for benefits for the years then ended. 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, 1999 and 1998, and the changes in net assets available for benefits for the years then ended 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 schedule 1 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. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ KPMG LLP June 27, 2000 - 1 - ZEBRA TECHNOLOGIES CORPORATION PROFIT SHARING AND SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, DECEMBER 31, 1999 1998 ------------------ ------------------- ASSETS: Investments, at fair value $ 27,945,668 $ 20,553,787 Receivables Employer contributions 1,083,156 757,478 Employee contributions 45,222 101,240 ------------------ ------------------- Total receivables 1,128,378 858,718 ------------------ ------------------- Cash and cash equivalents 295 70,914 ------------------ ------------------- NET ASSETS AVAILABLE FOR BENEFITS $ 29,074,341 $ 21,483,419 ================== ===================
See accompanying notes to financial statements. - 2 - ZEBRA TECHNOLOGIES CORPORATION PROFIT SHARING AND SAVINGS PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, DECEMBER 31, 1999 1998 -------------------- -------------------- Contributions: Participant $ 2,328,060 $ 2,550,833 Employer matching 650,511 559,360 Employer profit sharing 1,071,348 757,479 -------------------- -------------------- Total contributions 4,049,919 3,867,672 -------------------- -------------------- Distributions: Benefit payments 1,808,215 1,668,499 -------------------- -------------------- Total distributions 1,808,215 1,668,499 -------------------- -------------------- Earnings: Interest income 83,760 84,735 Dividend income 1,565,262 1,315,843 Net appreciation in fair value of investments 3,700,196 491,909 -------------------- -------------------- 5,349,218 1,892,487 -------------------- -------------------- Net increase 7,590,922 4,091,660 Net assets available for benefits: Beginning of year 21,483,419 17,391,759 -------------------- -------------------- End of year $ 29,074,341 $ 21,483,419 ==================== ====================
See accompanying notes to financial statements. - 3 - ZEBRA TECHNOLOGIES CORPORATION PROFIT SHARING AND SAVINGS PLAN Notes to Financial Statements December 31, 1999 and 1998 (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 1999 and 1998, the Company contributed approximately $1.1 million and $757,000, respectively, under the profit sharing provision of the Plan and approximately $651,000 and $559,000, respectively, under the matching provision of the Plan. NUMBER OF PARTICIPANTS As of December 31, 1999, a total of 679 employees participated in the Plan. VESTING Participant contributions, and earnings thereon, vest immediately. Employer contributions, and earnings thereon, vest ratably over five years, as follows:
PERCENT VESTED ------------ Less than one year --% One year 20 Two years 40 Three years 60 Four years 80 Five years or more 100 ============
PAYMENT OF BENEFITS Payment of benefits are in the form of lump sum distributions. 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 circumstances as described in the Plan. Loans to plan participants are secured by their vested balance and may not exceed the lesser of 50% of their vested balance or $50,000. - 4 - ZEBRA TECHNOLOGIES CORPORATION PROFIT SHARING AND SAVINGS PLAN Notes to Financial Statements December 31, 1999 and 1998 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. (2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION The accompanying financial statements have been prepared on the accrual basis of accounting. INVESTMENTS The Plan adopted the American Institute of Certified Public Accountants' Statement of Position 99-3, Accounting for and Reporting of Certain Defined Contribution Plan Investments and Other Disclosure Matters (SOP 99-3) in 1999. Accordingly, information previously required to be disclosed about participant-directed fund investment programs is not presented in the Plan's financial statements. Shares of registered investment companies are valued at quoted market prices which represent the net asset value of shares held by the plan at year end. The Company's common stock is valued at its quoted market price. Participant notes receivable are valued at cost which approximates fair value. Purchases and sales of securities are recorded on a trade-date basis. The cost of investments is determined on an average cost basis. 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 changes in net assets during the reporting period. Actual results could differ from those estimates. Payments of benefits are recorded when paid. (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, such expenses are paid by the Company. The Company paid expenses in the amount of $31,547 and $31,801 for the years ended December 31, 1999 and 1998, respectively. (5) NET ASSETS AVAILABLE FOR PLAN BENEFITS Amounts as presented in the accompanying financial statements will differ from the amounts reported in Form 5500 due to benefits payable to terminated and retired participants. Amounts to be paid from net assets available for plan benefits to withdrawing participants totaling $23,487 and $80,681 at December 31, 1999 and 1998, respectively, will be recorded as benefits payable on the Form 5500 but not on the accompanying financial statements. - 5 - ZEBRA TECHNOLOGIES CORPORATION PROFIT SHARING AND SAVINGS PLAN Notes to Financial Statements December 31, 1999 and 1998 (6) INVESTMENTS The following table presents the fair value of individual investments that represent 5% or more of the Plan's net assets at December 31, 1999 and 1998:
1999 1998 -------------- ------------- AIM Value Fund $ 5,181,265 3,483,017 Alex Brown Money Market Fund 2,689,035 2,136,055 GAM International Fund 2,057,296 2,117,894 MAS Value Fund 2,828,723 3,407,691 Putnam New Opportunities Fund 8,137,933 4,281,963 Strong Government Securities Fund 2,922,656 2,840,079 ============== =============
During 1999 and 1998, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value by $3,700,196 and $491,909,respectively, as follows:
1999 1998 -------------- ------------ Mutual Funds $ 3,212,047 525,684 The Company's common stock 488,149 (33,775) -------------- ------------ $ 3,700,196 491,909 ============== ============
(7) TRANSACTIONS WITH RELATED PARTIES The Zebra Stock Fund at December 31, 1999 and 1998 included 14,788 shares and 13,194 shares, respectively, of common stock of the Company with fair values of $865,098 and $379,337, respectively. (8) SUBSEQUENT EVENT The Company purchased Eltron International, Inc. during 1999. Effective January 1, 2000 the plan assets of Eltron International, Inc.'s profit sharing plan, totaling approximately $4.5 million, were merged into the Plan. - 6 - SCHEDULE 1 ZEBRA TECHNOLOGIES CORPORATION PROFIT SHARING AND SAVINGS PLAN SCHEDULE OF ASSETS FOR INVESTMENT PURPOSES DECEMBER 31, 1999
UNITS/NUMBER OF SHARES FAIR VALUE ------------------ ------------------- DESCRIPTION AIM Balance Fund 22,614 $ 739,252 AIM Value Fund 106,108 5,181,265 Alex. Brown Money Market Fund 2,689,035 2,689,035 Fidelity Low Priced Fund 32,770 741,922 GAM International Fund 64,371 2,057,296 MAS Value Fund 233,201 2,828,723 Putnam New Opportunities Fund 89,467 8,137,933 Strong Government Securities Fund 289,946 2,922,656 Vanguard Index 500 Fund 6,464 874,800 *Zebra Stock Fund 14,788 865,098 Participant loans, 7 3/4%-9%, maturing January 2000 through September 2013 -- 907,688 --------------- ------------------- NET ASSETS HELD FOR INVESTMENT PURPOSES $ 27,945,668 ===================
*Denotes party in interest. See accompanying independent auditors' report. - 7 - 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 July 12, 2000 By: /s/ Edward Kaplan ------------------ Edward Kaplan Plan Trustee EX-1 2 ex-1.txt EXHIBIT 1 EXHIBIT 1 CONSENT OF INDEPENDENT AUDITORS The Board of Directors Zebra Technologies Corporation: We consent to the incorporation by reference in the registration statement No. 333-59733 on Form S-8 of our report dated June 27, 2000 relating to the statements of net assets available for benefits of Zebra Technologies Corporation Profit Sharing and Savings Plan as of December 31, 1999 and 1998, and the related statements of changes in net assets available for benefits for the years then ended, which appears in the Annual Report on Form 11-K of the Zebra Technologies Corporation Profit Sharing and Savings Plan for the fiscal year ended December 31, 1999. /s/ KPMG LLP Chicago, Illinois July 11, 2000 -----END PRIVACY-ENHANCED MESSAGE-----