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Polyvision Corp – ‘10-K/A’ for 4/30/96

As of: Wednesday, 8/28/96 · For: 4/30/96 · Accession #: 912057-96-19091 · File #: 1-10555

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 8/28/96  Polyvision Corp                   10-K/A      4/30/96    2:35K                                    Merrill Corp/FA

Amendment to Annual Report — Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K/A      Amendment to Annual Report                            14     66K 
 2: EX-27       Financial Data Schedule (Pre-XBRL)                     2      6K

10-K/A — Amendment to Annual Report
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Certain Relationships and Related Transactions Directors and Executive Officers of the Registrant Employment Agreements Executive Compensation Security Ownership of Certain Beneficial Owners and Management
1	1st Page - Filing Submission
2	Item 10. Directors and Executive Officers of the Registrant
6	Item 11. Executive Compensation
8	Employment Agreements
11	Item 12. Security Ownership of Certain Beneficial Owners and Management
13	Item 13. Certain Relationships and Related Transactions

10-K/A 1st Page of 14 TOC ↑Top Previous Next ↓Bottom Just 1st
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 1 TO FORM 10-K
ON FORM 10-K/A

        [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934                              

 [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934                   

For the fiscal year ended          Commission file number   
April 30, 1996                       1-10555      

POLYVISION CORPORATION
 (FORMERLY INFORMATION DISPLAY TECHNOLOGY, INC.)
(Exact name of registrant as specified in its charter)

New York                                  13-3482597      
--------------------------------                -------------------             
(State or other jurisdiction of                  (I.R.S. Employer               
incorporation or organization)                  Identification No.)             

866 North Main Street Extension                                                 
Wallingford, Connecticut                        06492           
----------------------------------------             ----------                 
(Address of principal executive offices)             (Zip Code)                 

Registrant's telephone number, including area code: (203) 294-6906

 Securities registered pursuant to Section 12(b) of the Act:

 Title of each class           Name of each exchange on which registered
 --------------------          -----------------------------------------

Common Stock, par value                  American Stock Exchange          
$.001 per share                                                   

 Securities registered pursuant to Section 12(g) of the Act:
None

 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 the  
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 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. [     ]                                                              

The aggregate market value of the voting stock held by non-affiliates of the    
registrant as of July 18, 1996:                                                 
$6,637,677

The number of shares outstanding of the registrant's class of common stock as of
July 18, 1996:                                                                  
8,530,073 shares

DOCUMENTS INCORPORATED BY REFERENCE                                             
None

10-K/A 2nd Page of 14 TOC 1st Previous Next ↓Bottom Just 2nd
POLYVISION CORPORATION
 (FORMERLY INFORMATION DISPLAY TECHNOLOGY, INC.)

 AMENDMENT NO. 1 TO ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED APRIL 30, 1996
ON FORM 10-K/A

 TABLE OF CONTENTS

                                                                            Page
                                                                            ----
PART I

Item 1.   Business . . . . . . . . . . . . . . . . . . . . . . . . . . . .   N/A
Item 2.   Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . N/A
Item 3.   Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . N/A
Item 4.   Submission of Matters to a Vote of Security Holders. . . . . . . . N/A

 PART II

Item 5.   Market for Registrant's Common Equity and Related Stockholder         
          Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N/A
Item 6.   Selected Financial Data. . . . . . . . . . . . . . . . . . . . . . N/A
Item 7.   Management's Discussion and Analysis of Financial Condition           
          and Results of Operation . . . . . . . . . . . . . . . . . . . . . N/A
Item 8.   Financial Statements and Supplementary Data. . . . . . . . . . . . N/A
Item 9.   Changes In and Disagreements With Accountants on Accounting           
          and Financial Disclosure . . . . . . . . . . . . . . . . . . . . . N/A

PART III

Item 10.   Directors and Executive Officers of the Registrant. . . . . . . . . 2
Item 11.   Executive Compensation. . . . . . . . . . . . . . . . . . . . . . . 5
Item 12.   Security Ownership of Certain Beneficial Owners and Management. .  10
Item 13.   Certain Relationships and Related Transactions. . . . . . . . . .  12

 PART IV

Item 14.   Exhibits, Financial Statement Schedules, and Reports on              
           Form 8-K. . . . . . . . . . . . . . . . . . . . . . . . . . . . . N/A

 1

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PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT                    

    The names and ages of the directors and executive officers of the Company,
and their positions with the Company, as of August 20, 1996, are as follows:    

NAME                     AGE       POSITION                                     
----                     ---       --------                                     
Ivan Berkowitz           50        Chief Executive Officer and Director         

Joseph A. Menniti        58        President and Chief Operating Officer        

Mel Schrieberg           54        Executive Vice President                     

Alan J. Nickerson(1)     45        Chief Financial Officer and Secretary        

Lawrence W. Hay          52        Vice President of Finance                    

Steven S. Elbaum         47        Chairman of the Board and Director           

Stephen C. Knup          53        Director                                     

Bragi F. Schut           54        Director                                     

Lyman C. Hamilton        69        Director                                     

Robert J. Levenson       54        Director                                     

Thomas M. Ramseur        71        Director                                     

----------------------                                                          

 (1) Effective August 7, 1996, Mr. Nickerson resigned as Chief Financial
Officer and Secretary of the Company.                                           

  IVAN BERKOWITZ was elected the Chief Executive Officer and a director of
the Company on May 24, 1995.  Mr. Berkowitz is also currently a nominee for     
election to the Board of Directors of the Company, which election shall take    
place at the 1996 Annual Meeting of Shareholders of the Company. From September 
1993 to March 1995, he was the Managing General Partner of Steib & Company, a   
private investment partnership.  Since March 1995, Mr. Berkowitz has also been a
director of Propierre I, a public French real estate mutual fund, and, since    
July 1995, a director of Harmony Holdings, Inc., a company engaged in the       
commercial film production business.  From 1978 through December 1994, Mr.      
Berkowitz was a Managing Director of Chestnut Hill Securities, Inc., a          
registered broker-dealer in Los Angeles, California.                            

    JOSEPH A. MENNITI was elected President and Chief Operating Officer of the
Company on May 24, 1995.  From 1989 to May 1995, Mr. Menniti was elected the    
President of DNE Technologies, Inc., a wholly-owned subsidiary of Alpine which  
designs, manufactures, tests and markets electronic and communications products 
and systems for the military, government and commercial sectors.  Mr. Menniti   
held various positions at Grumman Aerospace Corporation prior thereto.          

 2

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MEL SCHRIEBERG was elected Executive Vice President of the Company on 
May 24, 1995.  Mr. Schrieberg had been a full-time marketing consultant with    
Alpine from February 1994 to May 1995.  Prior to that time, Mr. Schrieberg      
served as Executive Vice President, Strategic Business Development of Telxon    
Corporation, a manufacturer of hand-held wireless equipment, from May 1993 to   
February 1994; Senior Vice President, Marketing, Sales and Strategic Planning of
Applied Graphics Technologies, a computer graphics service company, from January
1992 to May 1993; Vice President of National Accounts of Automatic Data         
Processing, Inc., a provider of computerized transaction processing, from 1988  
to December 1991; and Region Manager of IBM Corporation, a manufacturer of      
computer equipment, from 1982 to 1988.                                          

    ALAN J. NICKERSON resigned as Chief Financial Officer and Secretary of the
Company effective August 7, 1996, having served in such capacities since        
December 21, 1994.  Mr. Nickerson also served as a director of the Company from 
April 1994 to May 24, 1995.                                                     

LAWRENCE W. HAY was appointed Vice President of Finance of the Company
effective August 7, 1996.  From September 1985 to January 1996, Mr. Hay served  
as Vice President of Finance and Administration and as a director of Ceramicus, 
Inc., a manufacturer of ceramic tile located in East Sparta, Ohio.  From        
February to July 1996, Mr. Hay acted as a freelance business consultant.        

  STEVEN S. ELBAUM was elected Chairman of the Board and a director of the
Company on December 21, 1994.  Mr. Elbaum has been a director of Alpine since   
1980 and has served as its Chairman of the Board and Chief Executive Officer    
since June 1984.  Mr. Elbaum is also a director of Interim Services, Inc., a    
provider of value-added staffing and health care services, and HumaScan, Inc., a
developer of medical monitoring devices.                                        

     STEPHEN C. KNUP was elected a director of the Company on May 24, 1995.  Mr.
Knup is also currently a nominee for election to the Board of Directors of the  
Company, which election shall take place at the 1996 Annual Meeting of          
Shareholders of the Company.  Mr. Knup has been the Executive Vice President and
Chief Financial Officer of MetallGesellschaft Corp., a raw materials company,   
from November 1994 to the present.  Mr. Knup formerly served as Chief Operating 
Officer of Frankel & Co., an insurance brokerage company, from May 1994 to      
November 1994, and as the Senior Vice President and Chief Financial Officer of  
AMAX Inc., a natural resource and a natural gas producer, from February 1988 to 
December 1993 and as a consultant to Cyprus Amax Minerals Company, its successor
by merger, from January 1994 to March 1994.                                     

    BRAGI F. SCHUT was elected a director of the Company on December 21, 1994.
Mr. Schut is also currently a nominee for election to the Board of Directors of 
the Company, which election shall take place at the 1996 Annual Meeting of      
Shareholders of the Company.  Mr. Schut has been a director of The Alpine Group,
Inc., a Delaware corporation ("Alpine"), since 1984 and has been Alpine's       
Executive Vice President since 1986 and its Secretary since 1990.               

 LYMAN C. HAMILTON, JR. was elected a director of the Company on May 24,
1995.  Mr. Hamilton is currently a private investor and served as President and 
Chief Executive Officer of APV, Inc., a wholly-owned subsidiary of the Company  
engaged in the research, development, licensing and initial testing of a        
proprietary technology known as PolyVision, from March 1991 to December 1992.   
From December 1989 to September 1990, Mr. Hamilton served as Chairman and Chief 
Executive Officer of Imperial Corporation of America, a public bank holding     
company (Imperial Corporation of America filed a petition under Chapter 11 of   
the U.S. Bankruptcy Code on February 28, 1990); and from 1980 to December 1989, 
he served as Chairman and President of Tamco Enterprises, Inc., a private       
investment company.  Mr. Hamilton currently serves on the Board of Directors of 
InterDigital Communications Corp., a manufacturer of wireless telephone         
equipment, Scan-Optics, Inc., a manufacturer of optical character recognition   
equipment, and a member of the Advisory Boards of Desai Capital Management and  
UBS Asset Management.  Mr. Hamilton served on Alpine's Board of Directors from  
1991 to November 1993.                                                          

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   ROBERT J. LEVENSON was elected a director of the Company on May 24, 1995.
Mr. Levenson has been an Executive Vice President since May 1993 and a director 
since April 1992 of First Data Corp., a provider of information processing and  
related services.  Mr. Levenson formerly served as the Senior Executive Vice    
President, Chief Operating Officer, Member of the Office of the President and a 
Director of Medco Containment Services, Inc., a provider of managed care        
prescription benefits (now a part of Merck & Co., Inc.), from October 1990      
through December 1992.  From 1985 until October 1990, Mr. Levenson was a Group  
President and a Director of Automatic Data Processing, Inc., a provider of      
computerized transaction processing.                                            

  THOMAS M. RAMSEUR was elected a director of the Company on May 24, 1995.
He has been retired for more than the past five years.  Mr. Ramseur had been    
previously a partner of White & Case, a New York City law firm.  Mr. Ramseur is 
currently active in a number of non-profit organizations.                       

No family relationship exists among any of the directors or executive 
officers of the Company.  No arrangement or understanding exists between any    
director or executive officer and any other person pursuant to which any        
director or executive officer was selected as a director or executive officer of
the Company.  All executive officers are appointed annually by the Board of     
Directors.                                                                      

    Pursuant to the Company's Restated Certificate of Incorporation, the Board
is divided into two classes, with staggered two-year terms, and one class of    
directors is elected at each Annual Meeting of Shareholders. On May 24, 1995,   
Messrs. Berkowitz, Knup and Schut were elected to the Company's Board of        
Directors as Class I directors to hold office until the 1996 Annual Meeting of  
Shareholders and until their successors are elected and qualified, and Messrs.  
Elbaum, Hamilton, Levenson and Ramseur were elected as Class II directors to    
hold office until the 1997 Annual Meeting of Shareholders and until their       
successors are elected and qualified.  It is anticipated that the 1996 Annual   
Meeting of Shareholders of the Company will be held in October or November 1996.
The Company's Board maintains an Audit Committee and a Compensation Committee.  
As of August 15, 1996, Messrs. Hamilton, Knup and Elbaum serve on the Audit     
Committee, and Messrs. Levenson, Ramseur and Schut serve on the Compensation    
Committee.                                                                      

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934            

   Based solely upon its review of the copies of reports required by Section
16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),  
received by the Company, or representations from certain reporting persons that 
no year-end Forms 5 were required for those persons, the Company believes that, 
during the year ended April 30, 1996, all filing requirements applicable to its 
executive officers, directors and greater than ten percent beneficial owners    
under Section 16(a) of the Exchange Act were complied with, except that, due to 
administrative oversight, one report on Form 4 for Steven S. Elbaum was         
inadvertently filed later than ten days after the close of the month in which he
had a reportable event.                                                         

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ITEM 11.  EXECUTIVE COMPENSATION                                                

The following table sets forth the cash compensation (including cash  
bonuses) paid or accrued by the Company for its fiscal year ended April 30, 1996
and the two prior fiscal years to its Chief Executive Officer and to the three  
other executive officers of the Company whose compensation exceeded $100,000 at 
April 30, 1996 (the "Named Executive Officers").                                

SUMMARY COMPENSATION TABLE

                                                        [Enlarge/Download Table]


                                                ANNUAL                         LONG-TERM          
                                             COMPENSATION                     COMPENSATION        
                                   ----------------------------------   --------------------------

                                                                                          COMMON  
                                                         OTHER ANNUAL   RESTRICTED        STOCK   
NAME AND PRINCIPAL       FISCAL    SALARY       BONUS    COMPENSATION     STOCK         UNDERLYING
POSITION                  YEAR      ($)          ($)        ($)(6)      AWARDS (#)     OPTIONS (#)
-----------------------  ------    ------       -----    ------------   ----------     -----------
                                                                                                  
Ivan Berkowitz (1)        1996   $200,000         --             --        25,000          175,000
Chief Executive Officer   1995         --         --             --            --               --
and Director              1994         --         --             --            --               --

Joseph A. Menniti (2)     1996   $185,000         --        $32,000(3)     15,000           75,000
President and Chief       1995         --         --             --            --               --
Operating Officer         1994         --         --             --            --               --

N. Roy Anderson (4)       1996   $150,000         --             --            --               --
President of Greensteel   1995    150,000         --             --            --               --
subsidiary                1994    150,000         --             --            --               --

Alan J. Nickerson (5)     1996   $151,000         --             --            --               --
Chief Financial Officer   1995         --         --             --            --               --
and Secretary             1994         --         --             --            --               --


(1)       Mr. Berkowitz was elected the Chief Executive Officer of the Company  
effective May 1, 1995.                                      

(2)       Mr. Menniti was elected the President and Chief Operating Officer of  
the Company effective May 1, 1995.                          

(3)       This amount was received as a signing bonus under Mr. Menniti's       
employment agreement. See "Employment Agreements" below.    

(4)       Mr. Anderson resigned as President of the Company's Greensteel        
subsidiary effective May 1, 1996.                           

(5)       Mr. Nickerson was elected the Chief Financial Officer and Secretary of
         the Company effective December 21, 1994.  Mr. Nickerson resigned from
such positions effective August 7, 1996.                    

(6)       The aggregate value of benefits to be reported under the "Other Annual
       Compensation" column did not exceed the lesser of $50,000 or 10% of
         the total of annual salary and bonus reported for the Named Executive
Officer.                                                    

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STOCK OPTIONS                                                                   

The following table sets forth information with respect to grants of  
options ("Options") to purchase Common Stock under the Company's 1994 Stock     
Option Plan to the Named Executive Officers during the fiscal year ended April  
30, 1996.                                                                       

 OPTION GRANTS IN FISCAL YEAR ENDED APRIL 30, 1996

                                                        [Enlarge/Download Table]


                                                                    POTENTIAL REALIZED   
                                                                     VALUE AT ASSUMED    
                              % OF TOTAL                            ANNUAL RATE OF STOCK 
                               OPTIONS                                 APPRECIATION FOR  
                              GRANTED TO    EXERCISE                    OPTION TERM(2)   
                   OPTIONS    EMPLOYEES       PRICE    EXPIRATION  --------------------- 
     NAME          GRANTED  IN FISCAL YEAR  ($/SH)(1)    DATE          5%         10%    
     ----          -------  --------------  ---------  ----------  ---------    ---------
                                                                                         

Ivan Berkowitz     175,000      64.8%          $3.86    May 2005       $0          $0    
Joseph A. Menniti   75,000      27.8%          $3.86    May 2005       $0          $0    


(1)  All options were granted at market value on the date of grant.             

(2)  These amounts represent certain assumed rates of appreciation only.  Actual
gains, if any, on option exercises are dependent upon other factors,  
including the future performance of the Common Stock and overall stock
market conditions.                                                    

AGGREGATED OPTION EXERCISES DURING FISCAL 1996 AND FISCAL YEAR-END OPTION VALUES

     The following table sets forth with respect to the Named Executive Officers
information with respect to options exercised, unexercised options and year-end 
option values in each case with respect to options to purchase shares of the    
Company's Common Stock.                                                         

                                                        [Enlarge/Download Table]

                                                NUMBER OF SECURITIES                                 
                                                    UNDERLYING                VALUE OF UNEXERCISED   
                                               UNEXERCISED OPTIONS AT         IN THE MONEY OPTIONS   
                     SHARES       VALUE           APRIL 30, 1996(#)           AT APRIL 30, 1996(1)   
                   ACQUIRED ON   REALIZED   ---------------------------   ---------------------------
     NAME          EXERCISE(#)     ($)      EXERCISABLE    UNEXERCISABLE  EXERCISABLE   UNEXERCISABLE
    -----          ------------  ---------  -----------    -------------  -----------  --------------
                                                                                                     

Ivan Berkowitz         -0-         -0-         43,750         131,250            $0           $0     
Joseph A. Menniti      -0-         -0-         18,750          56,250            $0           $0     


--------------------                                                            

(1)  Represents the difference between the last sale price of the Common Stock  
   on April 30, 1996, and the exercise price of the option multiplied by the
applicable number of options.                                         

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DIRECTORS' COMPENSATION                                                         

   In addition to grants made pursuant to the Company's 1995 Directors Stock
Option and Stock Grant Plans, non-employee directors receive $500 for each board
or committee meeting attended.  All expenses in connection with attendance at   
such meetings are paid by the Company.                                          

EMPLOYMENT AGREEMENTS                                                           

 Pursuant to Employment Agreements, dated as of May 1, 1995, between the
Company and each of Ivan Berkowitz, Joseph A. Menniti and Mel Schrieberg,       
Messrs. Berkowitz, Menniti and Schrieberg have agreed to serve as the Chief     
Executive Officer, the President and Chief Operating Officer and the Executive  
Vice President, respectively, of the Company until either the respective        
executive or the Company elects to terminate such employment upon prior written 
notice.  Under the terms of the Employment Agreements, Messrs. Berkowitz and    
Menniti are entitled to an annual base salary, subject to annual reviews, of    
$200,000 and $185,000, respectively, for services rendered in such positions,   
plus an annual bonus of not less than 35% and 30%, respectively, of such base   
salary in the event the Company achieves annual targeted performance objectives 
set by the Company's Board of Directors.  Under the terms of Mr. Schrieberg's   
Employment Agreement, he is entitled to an annual base salary, subject to       
periodic reviews, of $90,000 for services rendered in such position, plus       
incentive compensation in fiscal 1997 of up to 100% of his annual base salary   
for meeting and exceeding the Company's planned "order book" for such year.     

   In addition, pursuant to the Employment Agreements, the Company agreed to
grant to Messrs. Berkowitz, Menniti and Schrieberg stock options to purchase    
175,000, 75,000 and 20,000 shares of the Company's Common Stock at an exercise  
price of $3.82 and vesting in five equal annual installments.  The Company also 
agreed to make restricted stock grants to Messrs. Berkowitz, Menniti and        
Schrieberg in amounts of 25,000, 15,000 and 6,000 shares of the Company's Common
Stock, respectively, to be held by the Company and released at a rate of 5,000, 
3,000 and 1,500 shares per year, respectively.  In addition, if Mr. Berkowitz's 
or Mr. Menniti's employment is terminated by the Company for any reason other   
than for "Cause" (as defined) or by Mr. Berkowitz or Mr. Menniti, respectively, 
for "Good Reason" (as defined), each such executive is entitled to payment of   
one times his base salary if his termination occurs on or before May 1, 1999 and
one and one-half his salary if his termination occurs thereafter, in each case  
together with the annual bonus that he would have been entitled to had his      
employment not been so terminated.  Mr. Schrieberg's Employment Agreement       
contains similar provisions with respect to compensation upon termination,      
except that he is entitled to payment of one-half his salary if he is terminated
at any time under such circumstances.  Messrs. Berkowitz, Menniti and Schrieberg
have each agreed not to compete with the Company during their term of employment
and for two years thereafter and not to disclose any part of the Company's      
proprietary technology in perpetuity.                                           

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION                     

 The members of the Compensation Committee of the Board of Directors are
Robert J. Levenson, Thomas M. Ramseur and Bragi F. Schut.  No member of the     
Board of Directors or the Compensation Committee has any interlocking           
relationship with any other corporation that requires disclosure under this     
heading.                                                                        

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BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION                   

   The Compensation Committee (the "Committee") of the Board of Directors of
the Company was established in 1990 and did not hold any meetings during the    
fiscal year ended April 30, 1996. The duties and responsibilities of the        
Committee include the following:                                                

    (a)  approval of annual salaries and other benefits provided for executive
officers of the Company;                                    

    (b)  approval of the adoption of compensation plans in which the executive
        officers of the Company may be participants and awarding of benefits
under such plans; and                                       

 (c)  undertaking studies and making recommendations with respect to the
        Company's compensation structure and policies and the development of
management personnel.                                       

The Committee's policies with respect to executive compensation are   
intended to achieve the following goals.  First, they are intended to create    
base compensation levels sufficient to attract and retain talented and dedicated
executive officers.  Second, the compensation policies are intended to provide a
direct link between performance during the year (both the performance of the    
Company as a whole and the performance of the individual officer) as a part of  
the officer's compensation.  Third, the compensation policies are intended to   
provide executive officers with the opportunity to acquire an equity stake in   
the Company through the grant of options pursuant to the Company's stock-based  
incentive plan.                                                                 

During the fiscal year ended April 30, 1996, the full Board approved  
bonuses and granted options to certain of its executive officers and certain    
employees. In each case, the Board's decision was based upon the principles and 
procedures outlined above.                                                      

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SHAREHOLDER RETURN PERFORMANCE PRESENTATION                                     

  The following chart compares the value of $100 invested in the Company's
Common Stock from July 1990, the first full month during which the Company's    
stock was listed on the AMEX, through April 30, 1996, with a similar investment 
in the Dow Jones Equity Market Index and the Dow Jones Heavy Construction Index.

 COMPARISON OF 64 MONTH CUMULATIVE TOTAL RETURN*
 AMONG POLYVISION CORPORATION, THE DOW JONES EQUITY MARKET INDEX
AND THE DOW JONES HEAVY CONSTRUCTION INDEX

POLYVISION CORPORATION                                                          

                                                                [Download Table]


                                            CUMULATIVE TOTAL RETURN             
                             ---------------------------------------------------
                             12/90  12/91  12/92  12/93  12/94  4/95  12/95 4/96
                                                                                
PolyVision Corporation  PLI    100    111     67     61     56    50     12   12
DJ Equity Market        IDOW   100    132    144    158    159   180    221  236
DJ Heavy Construction   ICON   100    119    115    121    116   133    162  166


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ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT        

     The following table sets forth information as to the shares of Common Stock
owned as of August 20, 1996, by (i) each person known to the Company to be the  
beneficial owner of more than 5% of the Common Stock; (ii) each director and    
executive officer of the Company who owns shares of Company Common Stock; and   
(iii) all directors and executive officers of the Company as a group.  Unless   
otherwise indicated in the table or footnotes following the table, (a) the      
persons as to whom the information is given had sole voting and investment power
over the shares of Common Stock shown as beneficially owned by them, and (b) the
business address of each such person is c/o the Company, 866 North Main Street  
Extension, Wallingford, Connecticut  06492.                                     

                                                    Percent of
                             Number of Shares       Common Stock
Name and Address of                    Beneficially         Beneficially        
Beneficial Owner                         Owned (1)            Owned (1)         
-------------------                  ----------------       ------------        

The Alpine Group, Inc.                 1,576,345                18.5%           
1790 Broadway                                                                   
New York, NY 10017                                                              

Steven S. Elbaum                         421,610(2)(3)           4.9%           
c/o The Alpine Group, Inc.                                                      
1790 Broadway                                                                   
New York, NY 10019                                                              

Ivan Berkowitz                           104,181(4)              1.2%           

Lyman C. Hamilton, Jr.                    45,264(2)(3)              *           
69 Byron Drive                                                                  
Avon, CT  06001                                                                 

Stephen C. Knup                           19,166(2)(3)              *           
c/o MetallGesellschaft Corp.                                                    
520 Madison Avenue                                                              
New York, NY  10022                                                             

Robert J. Levenson                        19,166(2)(3)              *           
c/o First Data Corporation                                                      
401 Hackensack Avenue                                                           
Hackensack, NJ  07601                                                           

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                                                    Percent of
                             Number of Shares       Common Stock
Name and Address of                    Beneficially         Beneficially        
Beneficial Owner                         Owned (1)            Owned (1)         
-------------------                  ----------------       ------------        
Thomas M. Ramseur                         19,166(2)(3)              *           
584 West Road                                                                   
New Canaan, CT  06840                                                           

Bragi F. Schut                           128,219(2)(3)           1.5%           
c/o The Alpine Group, Inc.                                                      
1790 Broadway                                                                   
New York, NY 10019                                                              

Joseph A. Menniti                         25,179(5)                 *           

Alan J. Nickerson (7)                     10,534                    *           

Mel Schrieberg                             6,500(6)                 *           

All executive officers and               798,985(2)-(6)          9.4%           
directors as a group                                                            
(10 persons)                                                                    

--------------------                                                            

* Percentage ownership is less than 1%.                                         

(2) Includes, in accordance with Rule 13d-3(d)(1)(i) of the Securities and      
Exchange Act of 1934, as amended ("Exchange Act"), 8,530,073 shares of  
   Common Stock outstanding as of August 14, 1996, and to the extent set forth
in the next sentence only, includes shares issuable upon the exercise of
  options within 60 days of such date under the Company's stock option plans
   held by the persons included in the table. For the purpose of computing the
   percentage of outstanding shares beneficially owned by a particular person,
any securities not outstanding which are subject to options, warrants,  
 rights or conversion privileges exercisable by that person within 60 days
 of August 14, 1996, have been deemed to be outstanding, but have not been
   deemed outstanding for the purpose of computing the percentage of the class
beneficially owned by any other person.                                 

(3) Pursuant to the Company's 1995 Directors Stock Grant Plan, each of Messrs.  
Elbaum, Hamilton, Knup, Levenson, Ramseur and Schut were granted 10,000 
  shares of Common Stock on October 2, 1995, subject to the approval of such
  plan by the Company's shareholders at the Annual Meeting.  Under the terms
  of the 1995 Directors Stock Grant Plan, one-third of such shares vested on
the date of the 1995 Annual Meeting of Shareholders, one-third of such  
  shares vest on the date of the Annual Meeting and one-third of such shares
 will vest on the date of the 1997 Annual Meeting of Shareholders, so long
   as such director remains a director of the Company following the respective
dates.                                                                  

(4) Pursuant to the Company's 1995 Directors Stock Option Plan, each of Messrs. 
Elbaum, Hamilton, Knup, Levenson, Ramseur and Schut were granted stock  
  options to purchase 25,000 shares of Common Stock on October 2, 1995 at an
  exercise price of $3.86 per share, subject to the approval of such plan by
 the Company's shareholders at the Annual Meeting.  Under the terms of the
1995 Directors Stock Option Plan, one-fourth of such shares were        
exercisable on the date of the 1995 Annual Meeting of Shareholders, one-
   fourth of such shares are exercisable on the date of the Annual Meeting and
one-fourth of such shares will be exercisable on the date of each of the
1997 and 1998 Annual Meetings of Shareholders, so long as such director 
remains a director of the Company following the respective dates.       

(5) Includes (i) 15,000 of the 25,000 "restricted" shares of Common Stock       
granted to Mr. Berkowitz under the terms of his                         

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employment agreement with the Company, with the remaining shares to be  
 earned in equal 5,000 share installments on May 1, 1997 and 1998, subject
 to certain conditions in the event of Mr. Berkowitz's earlier termination
of employment, and (ii) stock options to purchase 43,750 of the 175,000 
shares of Common Stock granted to Mr. Berkowitz under the terms of the  
Company's 1994 Stock Option Plan at an exercise price of $3.86, with the
 remaining options to be exercisable in equal 43,750 share installments on
 May 1, 1997, 1998 and 1999, subject to certain conditions in the event of
Mr. Berkowitz's earlier termination of employment.                      

(5) Includes (i) 3,000 of the 15,000 "restricted" shares of Common Stock        
   granted to Mr. Menniti under the terms of his employment agreement with the
Company, with the remaining shares to be earned in equal 3,000 share    
installments on May 1, 1997, 1998, 1999 and 2000, subject to certain    
   conditions in the event of Mr. Menniti's earlier termination of employment,
and (ii) stock options to purchase 18,750 of the 75,000 shares of Common
Stock granted to Mr. Menniti under the terms of the Company's 1994 Stock
   Option Plan at an exercise price of $3.86, with the remaining options to be
exercisable in equal 18,750 share installments on May 1, 1997, 1998 and 
 1999, subject to certain conditions in the event of Mr. Menniti's earlier
termination of employment.                                              

(6) Includes (i) 1,500 of the 6,000 "restricted" shares of Common Stock granted 
to Mr. Schrieberg under the terms of his employment agreement with the  
Company, with the remaining shares to be earned in equal 1,500 share    
 installments on May 1, 1997, 1998 and 1999, subject to certain conditions
in the event of Mr. Schrieberg's earlier termination of employment, and 
 (ii) stock options to purchase 5,000 of the 20,000 shares of Common Stock
granted to Mr. Schrieberg under the terms of the Company's 1994 Stock   
   Option Plan at an exercise price of $3.86, with the remaining options to be
exercisable in equal 5,000 share installments on May 1, 1997, 1998 and  
1999, subject to certain conditions in the event of Mr. Schrieberg's    
earlier termination of employment.                                      

(7) Effective August 7, 1996, Mr. Nickerson resigned as Chief Financial Officer 
and Secretary of the Company.                                           

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                        

On May 24, 1995, the Company entered into an agreement with Alpine, the 
Company's largest single shareholder, pursuant to which the Company may borrow  
from time to time, prior to May 24, 1997, up to $5,000,000 from Alpine to be    
used by the Company to fund its working capital needs, including research,      
development and commercialization activities in connection with the display     
technology of APV, Inc., a wholly-owned subsidiary of the Company.  Borrowings  
under the agreement will be unsecured and will bear interest at a market rate   
reflecting Alpine's cost of borrowing such funds (currently approximately 12    
1/4%), with interest payable semiannually in cash (but added to the outstanding 
principal amount for the first 18 months).  The principal balance outstanding   
will be due on May 24, 2005, subject to mandatory prepayment of principal and   
interest, in whole or in part, from the net cash proceeds of any public or      
private, equity or debt financing made by the Company at any time before        
maturity.  Alpine's obligation to lend such funds to the Company is subject to a
number of conditions, including review by Alpine of the proposed use of such    
funds by the Company.  As of April 30, 1996, approximately $3,335,000 was       
outstanding under such agreement.                                               

 The Board of Directors of the Company and Alpine contain some of the same
members. See "Item 10. Directors and Executive Officers of the Registrant."     

Adience, Inc., a wholly-owned subsidiary of Alpine, performs certain    
management and administrative services for the Company.  These services include 
the use of Adience's management information system.  The fee paid by the Company
for these services, as previously agreed to by the respective Boards of Adience 
and the Company, is at the current rate of $300,000 per year.                   

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities   
Exchange Act of 1934, as amended, the registrant has duly caused this report to 
be signed on its behalf by the undersigned, thereunto duly authorized.          

            POLYVISION CORPORATION

Date:  August 26, 1996              By:/s/ Lawrence W. Hay                      
                                  ------------------------------------
           Lawrence W. Hay
                     Vice President of Finance
                              (as both a duly authorized officer
                               of the registrant and the principal
                                 financial officer or chief accounting
                      officer of the registrant)

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘10-K/A’ Filing	Date	First	Last	Other Filings

	5/24/05	13
	5/1/00	13		DEF 14A
	5/1/99	8	13
	5/1/98	13
	5/24/97	13
	5/1/97	13
Filed on:	8/28/96
	8/26/96	14
	8/20/96	3	11
	8/15/96	5
	8/14/96	12
	8/7/96	3	13
	7/18/96	1
	5/1/96	6
For Period End:	4/30/96	2	13	10-K
	10/2/95	12
	5/24/95	3	13
	5/1/95	6	8
	12/21/94	4	6
				List all Filings

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Filing Submission 0000912057-96-019091 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Polyvision Corp – ‘10-K/A’ for 4/30/96

As of: Wednesday, 8/28/96 · For: 4/30/96 · Accession #: 912057-96-19091 · File #: 1-10555

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