-----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, G4XmSr4SN851/MEfLUZfe+V2R2s/szeDVdgVRq125fPT13dt+fGP6qLXeE5UkSqj TUj5RlNsgvxDUwdmuxLk+A== 0000912057-97-022445.txt : 19970701 0000912057-97-022445.hdr.sgml : 19970701 ACCESSION NUMBER: 0000912057-97-022445 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970630 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: STB SYSTEMS INC CENTRAL INDEX KEY: 0000934596 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 751855896 STATE OF INCORPORATION: TX FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25540 FILM NUMBER: 97633049 BUSINESS ADDRESS: STREET 1: 1651 NORTH GLENVILLE DR CITY: RICHARDSON STATE: TX ZIP: 75081 BUSINESS PHONE: 2142348750 MAIL ADDRESS: STREET 1: 1651 NORTH GLENVILLE DR CITY: RICHARDSON STATE: TX ZIP: 75081 11-K 1 FORM 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 [FEE REQUIRED] For the fiscal 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: 0-25540 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: STB SYSTEMS, INC. 401(k) SAVINGS PLAN B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: STB SYSTEMS, INC. 1651 North Glenville Drive Richardson, Texas 75081 REQUIRED INFORMATION The following financial statements and forms are furnished with this Form 11-K Annual Report for the STB Systems, Inc. 401(k) Savings Plan (the "Plan"): 1. Report of Independent Accountants. 2. Statement of Net Assets Available for Plan Benefits as of December 31, 1995 and 1996. 3. Statement of Changes in Net Assets Available for Plan Benefits for the Year Ended December 31, 1996. 4. Notes to Consolidated Financial Statements. 5. Statement of Net Assets Available for Plan Benefits by Investment Options at December 31, 1996. 6. Statement of Net Assets Available for Plan Benefits by Investment Options at December 31, 1995. 7. Statement of Net Assets Available for Plan Benefits by Investment Options for the Year Ended December 31, 1996. 8. Item 27a (Schedule of Assets Held for Investment Purposes at December 31, 1996) (Schedule 1). 9. Item 27d (Schedule of Reportable Transactions for the Year Ended December 31, 1996) (Schedule 2). Each of the statements set forth above has been prepared in accordance with the financial reporting requirements of the Employee Retirement Income Security Act of 1974, as amended. -1- EXHIBITS 23.1 Consent of Price Waterhouse LLP, Independent Accountants -2- STB SYSTEMS, INC. 401(k) SAVINGS PLAN FINANCIAL STATEMENTS DECEMBER 31, 1996 AND 1995 REPORT OF INDEPENDENT ACCOUNTANTS To the Participants and Administrator of the STB Systems, Inc. 401(k) Savings 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 STB Systems, Inc. 401(k) Savings Plan at December 31, 1996 and 1995, and the changes in net assets available for plan benefits for the year ended December 31, 1996, in conformity with generally accepted accounting principles. 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 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 audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The additional information included in Schedules I and II is presented for purposes of additional analysis and is not a required part of the basic financial statements but is additional information required by ERISA. Such information 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/ Price Waterhouse LLP - ------------------------ Price Waterhouse LLP Dallas, Texas May 16, 1997 STB SYSTEMS, INC. 401(k) SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS - ------------------------------------------------------------------------------ DECEMBER 31, ------------------------- 1996 1995 ------------ ------------ ASSETS Investments (Note 3) $ 1,339,551 $ 873,853 Participant notes receivable 22,647 12,654 ------------ ------------ Net assets available for plan benefits $ 1,362,198 $ 886,507 ------------ ------------ The accompanying notes are an integral part of the financial statements. 2 STB SYSTEMS, INC. 401(k) SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS - ------------------------------------------------------------------------------ Year Ended December 31, 1996 ------------ Additions to net assets: Participant contributions $ 310,515 Employer contributions 45,101 Investment income: Unrealized gains 163,121 Interest income 12,149 Other (73) ------------ 530,813 ------------ Deductions from net assets - Distributions paid to participants 55,122 ------------ Net increase in net assets available for plan benefits 475,691 ------------ Net assets available for plan benefits: Beginning of year 886,507 ------------ End of year $ 1,362,198 ------------ ------------ The accompanying notes are an integral part of the financial statements. 3 STB SYSTEMS, INC. 401(k) SAVINGS PLAN NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - ------------------------------------------------------------------------------ 1. DESCRIPTION OF PLAN The following description of the STB Systems, Inc. 401(k) Savings Plan (the "Plan") provides only general information. Participants should refer to the Plan document for a more complete description of the Plan's provisions. GENERAL The Plan, established in 1991, is a nondiscriminatory defined contribution plan for all employees of the Company who have completed six months of credited service and elect to participate. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). It has been amended to incorporate legislative changes required by the various tax acts enacted since 1984. CONTRIBUTIONS Eligible employees may elect to make contributions to the Plan by means of compensation reductions of up to 15% of their compensation. Employees may allocate their contributions to investment options in 1% increments. The Company matches 25% of each dollar of employee tax deferred contributions up to a maximum of 4% of each employee's annual pay. PARTICIPANTS' ACCOUNTS Participants' accounts are credited with the participants' contributions and an allocation of (a) the Company's contribution and (b) Plan earnings. VESTING OF CONTRIBUTIONS Participants' contributions to the Plan are 100% vested at all times. Employer contributions to the Plan are vested in accordance with a Plan document schedule based on the participant's length of service with the Company. The schedule provides for full vesting after five years of credited service. INVESTMENT OPTIONS Eligible participants have six investment options including a Fixed Income option, a Balanced option, a Growth Stock option, an Aggressive Growth option, an Employer Stock Fund, and a Bond option. Cecil & Co. is the custodian for the Employer Stock Fund and Nationwide Mutual Insurance Company is the custodian for the five remaining plan assets. Southwest Guaranty Trust Company is the trustee of all the Plan assets and Cecil & Co. is the record keeper. On February 14, 1995, participants in the Plan were granted a one-time option to reallocate existing participant investment accounts to purchase STB Systems, Inc. common stock in conjunction with the Company's initial public offering which became effective February 14, 1995. 4 STB SYSTEMS, INC. 401(k) SAVINGS PLAN NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - ------------------------------------------------------------------------------ The assets from a predecessor custodian remain with New England Company as custodian and are included in Plan assets. These assets are a prior fixed income option. No further contributions can be made to this investment option. Participants may change their investment options daily. PAYMENT OF BENEFITS In the event of a participant's termination of employment, retirement, disability, or death, the participant or beneficiary may elect to receive an amount equal to the vested value of their account in either a lump-sum or periodic payments of substantially equal installments at least annually. PARTICIPANT NOTES RECEIVABLE Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50 percent of their vested account balance. All loans are required to be repaid within five years of the loan unless the loan is to be used for the purchase of a primary residence. The loans are secured by the balance in the participant's account and bear interest at prime plus 1%. Principal and interest are repaid through payroll deductions. Cecil & Co. is the custodian of the Loan Account. FORFEITED ACCOUNTS At December 31, 1996 and 1995, forfeited nonvested accounts totaled $1,346 and $1,869, respectively. These funds were held in a money market account at December 31, 1996 and 1995, and will be used to reduce future employer contributions. EXPENSES OF ADMINISTERING THE PLAN The Company pays expenses incurred in the administration of the Plan. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF ACCOUNTING The financial statements of the Plan are prepared in accordance with generally accepted accounting principles. Assets are stated at market value; unrealized appreciation and depreciation of the assets are reflected in the asset balances. Gains or losses on investments are realized at the time of sale. 5 STB SYSTEMS, INC. 401(k) SAVINGS PLAN NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - ------------------------------------------------------------------------------ FEDERAL INCOME TAXES Management of the Company believes that the Plan is qualified under Section 401(a) of the Internal Revenue Code and therefore believes the trust is exempt from taxation under Section 501(a). The Internal Revenue Service granted a favorable letter of determination to the Plan in October, 1993. Generally, contributions to a qualified plan are deductible by the Company when made, earnings of the trust are tax exempt, and participants are not taxed on their benefits until withdrawn from the Plan. Management of the Company is unaware of any variations in the operations of the Plan from the terms of the Plan document as amended. The Plan has complied with the fidelity bonding requirements of ERISA. VALUATION OF SECURITIES Valuation of securities is based on the last recorded sales price at year-end, as reported by the principal security exchange on which the security is traded. Securities transactions are recorded on a trade-date basis. RECOGNITION OF INTEREST INCOME Interest is recognized on an accrual basis. DETERMINATION OF UNREALIZED GAIN OR LOSS ON INVESTMENTS Unrealized appreciation or depreciation in the fair value of investments held at year-end and gain or loss on sale of investments during the year are determined using the fair value at the beginning of the year or purchase price if acquired during the year. REPORTABLE TRANSACTIONS For the Plan year 1996, the reportable transactions as defined in Item 27d and Part V of Form 5500 are listed in Schedule II. 3. INVESTMENTS Investments are maintained by Nationwide Mutual Insurance Company and Cecil & Co. as custodians, except for certain assets from a predecessor custodian which are held by New England Company. 6 STB SYSTEMS, INC. 401(k) SAVINGS PLAN NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - ------------------------------------------------------------------------------ Investments representing five percent or more of net assets available for Plan benefits at December 31, 1996 were as follows: FAIR FUND DESCRIPTION VALUE ---------------- ----- Company Common Stock $ 146,891 Fidelity Magellan 470,899 Fidelity Puritan 298,370 Fixed Fund 120,443 Twentieth Century Growth 146,679 New England Guaranteed 97,865 Investments representing five percent or more of net assets available for Plan benefits at December 31, 1995 were as follows: FAIR FUND DESCRIPTION VALUE ---------------- ----- Company Common Stock $ 72,618 Fidelity Magellan 303,152 Fidelity Puritan 179,722 Bond Fund of America 46,141 Fixed Fund 77,654 Twentieth Century Growth 95,903 New England Guaranteed 96,794 7 STB SYSTEMS, INC. 401(k) SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS BY INVESTMENT OPTIONS AT DECEMBER 31, 1996 - ----------------------------------------------------------------------------------------------------------------------------------- COMPANY TWENTIETH NEW TOTAL COMMON FIDELITY FIDELITY BOND FUND FIXED CENTURY ENGLAND MONEY LOAN PLAN STOCK MAGELLAN PURITAN OF AMERICA FUND GROWTH GUARANTEED MARKET ACCOUNT ---------- -------- -------- -------- ---------- -------- --------- ---------- ------ ------- ASSETS Investments $1,339,551 $146,891 $470,899 $298,370 $53,205 $120,443 $146,679 $97,865 $5,199 $ - Participant notes receivable 22,647 - - - - - - - - 22,647 ---------- -------- -------- -------- ------- -------- -------- ------- ------ ------- Net assets available for plan benefits $1,362,198 $146,891 $470,899 $298,370 $53,205 $120,443 $146,679 $97,865 $5,199 $22,647 ---------- -------- -------- -------- ------- -------- -------- ------- ------ ------- ---------- -------- -------- -------- ------- -------- -------- ------- ------ -------
8 STB SYSTEMS, INC. 401(k) SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS BY INVESTMENT OPTIONS AT DECEMBER 31, 1995 - ----------------------------------------------------------------------------------------------------------------------------------- COMPANY TWENTIETH NEW TOTAL COMMON FIDELITY FIDELITY BOND FUND FIXED CENTURY ENGLAND MONEY LOAN PLAN STOCK MAGELLAN PURITAN OF AMERICA FUND GROWTH GUARANTEED MARKET ACCOUNT ---------- -------- -------- -------- ---------- -------- --------- ---------- ------ ------- ASSETS Investments $873,853 $72,618 $303,152 $179,722 $46,141 $77,654 $95,903 $96,794 $1,869 $ - Participant notes receivable 12,654 - - - - - - - - 12,654 -------- ------- -------- -------- ------- ------- ------- ------- ------ ------- Net assets available for plan benefits $886,507 $72,618 $303,152 $179,722 $46,141 $77,654 $95,903 $96,794 $1,869 $12,654 -------- ------- -------- -------- ------- ------- ------- ------- ------ ------- -------- ------- -------- -------- ------- ------- ------- ------- ------ -------
9 STB SYSTEMS, INC. 401(k) SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS BY INVESTMENT OPTIONS FOR THE YEAR ENDED DECEMBER 31, 1996 - ----------------------------------------------------------------------------------------------------------------------------------- COMPANY TWENTIETH NEW TOTAL COMMON FIDELITY FIDELITY BOND FUND FIXED CENTURY ENGLAND MONEY LOAN PLAN STOCK MAGELLAN PURITAN OF AMERICA FUND GROWTH GUARANTEED MARKET ACCOUNT ---------- -------- -------- -------- ---------- -------- --------- ---------- ------ ------- Additions to net assets: Contributions by: Participants $ 310,515 $ 5,930 $125,711 $ 86,483 $13,673 $ 34,741 $ 42,335 $ - $1,642 $ - STB Systems, Inc. 45,101 1,213 16,763 12,362 2,338 6,131 6,072 - 222 - Unrealized gains (losses) 163,121 74,912 40,573 30,187 2,515 - 14,934 - - - Interest income 12,149 - - - - 5,236 - 5,214 106 1,593 Loan repayments - - 4,061 2,900 400 999 1,278 - - (9,638) Other (73) - (810) (64) (16) - (376) (153) 1,346 - Transfers between funds - (7,782) 2,587 (4,361) 7,751 (1,153) 2,847 - 111 - ---------- -------- -------- -------- ------- -------- -------- ------- ------ ------- 530,813 74,273 188,885 127,507 26,661 45,954 67,090 5,061 3,427 (8,045) ---------- -------- -------- -------- ------- -------- -------- ------- ------ ------- Deductions from net assets: Distributions paid to participants 55,122 - 13,228 3,999 19,147 5 13,694 3,990 97 962 Loans to participants - - 7,910 4,860 450 3,160 2,620 - - (19,000) ---------- -------- -------- -------- ------- -------- -------- ------- ------ ------- 55,122 - 21,138 8,859 19,597 3,165 16,314 3,990 97 (18,038) ---------- -------- -------- -------- ------- -------- -------- ------- ------ ------- Net increases in net assets available for plan benefits 475,691 74,273 167,747 118,648 7,064 42,789 50,776 1,071 3,330 9,993 Net assets available for plan benefits: Beginning of year 886,507 72,618 303,152 179,722 46,141 77,654 95,903 96,794 1,869 12,654 ---------- -------- -------- -------- ------- -------- -------- ------- ------ ------- End of year $1,362,198 $146,891 $470,899 $298,370 $53,205 $120,443 $146,679 $97,865 $5,199 $22,647 ---------- -------- -------- -------- ------- -------- -------- ------- ------ ------- ---------- -------- -------- -------- ------- -------- -------- ------- ------ -------
10 STB SYSTEMS, INC. 401(k) SAVINGS PLAN SCHEDULE I ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT DECEMBER 31, 1996 - ------------------------------------------------------------------------------------------------------------------- IDENTITY OF ISSUE, BORROWER, DESCRIPTION OF INVESTMENT INCLUDING MATURITY DATE, CURRENT LESSOR OR SIMILAR PARTY RATE OF INTEREST, COLLATERAL, PAR, OR MATURITY VALUE COST VALUE - -------------------------------- ---------------------------------------------------- ----------- ----------- STB Systems, Inc.* Common Stock $ 90,252 $ 146,891 Fidelity Magellan Mutual Fund 470,899 470,899 Fidelity Puritan Mutual Fund 298,370 298,370 Bond Fund of America Bond Fund 53,205 53,205 Fixed Fund Nationwide Guaranty Fund (5.8% guaranteed interest rate for 1996) 120,443 120,443 Twentieth Century Growth Mutual Fund 146,679 146,679 New England Guaranteed New England Guaranteed (5.85% guaranteed interest rate for maturities in 1998, 4.90% guaranteed interest rate for maturities in 1999) 97,865 97,865 Money Market Money Market 5,199 5,199 Participant Loans General purpose loans, maturing from 2/97 to 8/00 bearing interest at 7.0% to 9.75% 22,647 22,647 ----------- ----------- $ 1,305,559 $ 1,362,198 ----------- ----------- ----------- -----------
* Party in interest to the Plan. 11 STB SYSTEMS, INC. 401(k) SAVINGS PLAN SCHEDULE II ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1996 - ------------------------------------------------------------------------------------------------------------------------------- CURRENT VALUE DESCRIPTION OF ASSET EXPENSE OF ASSET ON IDENTITY OF (INCLUDE INTEREST RATE AND PURCHASE SELLING LEASE INCURRED WITH COST OF TRANSACTION NET PARTY INVOLVED MATURITY IN CASE OF LOAN) PRICE PRICE RENTAL TRANSACTION ASSET DATE GAIN (LOSS) - -------------- -------------------------- -------- ------- ------ ------------- ------- ----------- ----------- Series of Transactions: Nationwide Fidelity Magellan $ 146,535 $ - $ - $ - $ 146,535 $ 146,535 $ - Mutual Fidelity Puritan 101,745 - - - 101,745 101,745 - Insurance Twentieth Century Growth 49,685 - - - 49,685 49,685 - Company
This supplemental schedule lists series of transactions in excess of 5% of the fair market values of the respective fund assets at the beginning of the year as required by the Department of Labor Rules and Regulations for Reporting and Disclosure. 12 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees of the STB Systems 401(k) Savings Plan have duly caused this Annual Report to be signed on its behalf by the undersigned, hereunto duly authorized. STB SYSTEMS, INC. 401(k) SAVINGS PLAN By: Southwest Guaranty Trust Company, Plan Trustee Dated: June 30, 1997 By: /s/ CAROL J. PRESTON -------------------------------------- Printed Name: Carol J. Preston --------------------------- Title: Senior Vice President ---------------------------------- INDEX TO EXHIBITS SEQUENTIALLY EXHIBIT NUMBER NUMBERED PAGE - -------------- ------------- 23.1 Consent of Price Waterhouse LLP, Independent Accountants
EX-23.1 2 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 dated February 6, 1996 (No. 333-1148) of STB Systems, Inc., of our report dated May 16, 1997 appearing in this annual report of the STB Systems, Inc. 401(k) Savings Plan on Form 11-K for the year ended December 31, 1996. /s/ PRICE WATERHOUSE LLP Price Waterhouse LLP Dallas, Texas June 27, 1997 -----END PRIVACY-ENHANCED MESSAGE-----