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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K
(Mark One)
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 [Fee Required] for the fiscal year ended February 29, 1996
or
[_] Transition Report pursuant Section 13 or 15(d) of the Securities Exchange
Act of 1934 [No Fee Required] for the transition period
from to
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Commission File No. 2-74238-B
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LOJACK CORPORATION
(Exact name of registrant as specified in its charter)
Massachusetts 04-2664794
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification no.)
333 Elm Street
Dedham, Massachusetts 02026
(Address of Principal Executive Offices) (Zip Code)
(617) 326-4700
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class: Common Stock, $.01 par value
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 Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes[X] No[ ]
Indicate by check mark if the 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 in Part III of this Form 10-K or any amendments to this
Form 10-K.
[ ]
The aggregate market value of the Common Stock of the registrant held by non-
affiliates was approximately $248,953,016 as of May 17, 1996.
As of May 17, 1996, there were issued and outstanding 21,941,891 shares of the
registrant's Common Stock, $.01 par value.
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DOCUMENTS INCORPORATED BY REFERENCE
(1) Portions of the Registrant's Annual Report to Stockholders for the fiscal
year ended February 29, 1996 (Items 5, 6, 7, 8 and 14(a)(1))
(2) Portions of the definitive Proxy Statement for Registrant's Annual Meeting
of Stockholders to be held on July 17, 1996 (Items 1, 10, 11 and 12)
LOJACK CORPORATION
Securities and Exchange Commission
Item Number and Description Page
- --------------------------- ----
PART I
ITEM 1. Business..................................................... 1
ITEM 2. Properties................................................... 6
ITEM 3. Legal Proceedings............................................ 7
ITEM 4. Submission of Matters to a Vote of Security Holders.......... 7
PART II
ITEM 5. Market for the Registrant's Common
Equity and Related Stockholder Matters....................... 7
ITEM 6. Selected Financial Data...................................... 7
ITEM 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.......................... 7
ITEM 8. Financial Statements and Supplementary Data.................. 7
ITEM 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.......................... 7
PART III
ITEM 10. Directors and Executive Officers of the Registrant............ 7
ITEM 11. Executive Compensation........................................ 8
ITEM 12. Security Ownership of Certain Beneficial Owners
and Management................................................ 8
ITEM 13. Certain Relationships and Related Transactions................ 8
PART IV
ITEM 14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K........................................... 8
SIGNATURES................................................................. 12
INDEX TO AUDITORS' REPORT AND FINANCIAL STATEMENT SCHEDULE ................ 13
In as much as the calculation of shares of the registrant's voting stock held by
non-affiliates requires a calculation of the number of shares held by
affiliates, such figure, as shown on the cover page hereof, represents the
registrant's best good faith estimate for purposes of this annual report on
Form 10-K, and the registrant disclaims that such figure is binding for any
other purpose. The aggregate market value of Common Stock indicated is based
upon the last traded price of the Common Stock as reported by NASDAQ on
May 17, 1996. All outstanding shares beneficially owned by executive officers
and directors of the registrant or by any shareholder beneficially owning more
than 10% of registrant's Common Stock, as disclosed herein, were considered for
purposes of this disclosure to be held by affiliates.
PART I
ITEM 1 - BUSINESS
GENERAL
LoJack Corporation ("LoJack" or the "Company") was organized as a Massachusetts
corporation in l978. Its telephone number is (6l7) 326-4700.
LoJack developed and markets the LoJack System, a unique, patented system
designed to assist law enforcement personnel in locating, tracking and
recovering stolen vehicles. In addition, LoJack developed and markets
CarSearch, a product line of its patented LoJack System, designated for use in
international markets where it may not be practicable or desirable to implement
the fully integrated LoJack System.
The LoJack System is comprised of a Registration System maintained and operated
by LoJack; a Sector Activation System and Police Tracking Computers operated by
law enforcement officials (the "Law Enforcement Components"); and the LoJack
Unit, a VHF (very high frequency) transponder sold to consumers. The LoJack
System is designed to be integrated into existing law enforcement computers and
telecommunication networks and procedures. If a car equipped with a LoJack Unit
is stolen, its owner reports the theft as usual to the local police department.
Existing law enforcement computer and communication networks and procedures
operate in the normal manner for a report of a stolen vehicle. If the theft
involves a vehicle equipped with a LoJack Unit, a unique radio signal will be
transmitted automatically to the LoJack Unit in the stolen vehicle activating
its tracking signal. The tracking signal emitted from the LoJack Unit can be
detected by the Police Tracking Computer installed in police patrol cars and
aircraft throughout the coverage areas and used to lead law enforcement officers
to the stolen vehicle. The Company also sells conventional vehicle security
devices, which may be purchased as options with the LoJack Unit, under the names
"LoJack Prevent" and "LoJack Alert."
OPERATION OF THE LOJACK SYSTEM IN THE UNITED STATES
Under agreements with state police agencies, LoJack generally furnishes the Law
Enforcement Components for distribution to state, county, and municipal law
enforcement agencies for a nominal rent. The installation, testing and
maintenance of the Law Enforcement Components are primarily the responsibility
of LoJack. The Law Enforcement Components are generally owned by LoJack or a
LoJack subsidiary; the respective state, county or city law enforcement agency
provides the necessary staff to operate the LoJack System as required during the
term of each such agreement. The agreements with the applicable law enforcement
agencies are generally for initial terms of up to five (5) years. To date, any
such agreements which have expired have been renewed or are in the process of
renewal. Renewal or extension of any such agreement may be subject to
competitive bidding.
The LoJack System has been implemented in the following domestic jurisdictions
pursuant to agreements with applicable law enforcement agencies:
Jurisdiction Date Operational
------------ ----------------
Massachusetts July l986
Florida:
Dade, Broward,
Palm Beach and surrounding December l988
counties;
Tampa, St. Petersburg and July 1994
surrounding counties in
West Florida; and
Orlando April 1996
New Jersey March l990
Michigan April l990
California:
Los Angeles County; July l990
San Diego and Orange County June 1995
Illinois November l990
Georgia August l992
Virginia August l993
New York June l994
Rhode Island June l994
District of Columbia September 1994
Connecticut April 1995
-1-
The Company is presently pursuing negotiation with several law enforcement
agencies in the United States regarding the implementation of the LoJack System
in jurisdictions in addition to those mentioned above. The Company's strategy
is to expand the LoJack System to those jurisdictions where the combination of
new vehicle sales, population density, and the incidence of vehicle theft is
high. To date, LoJack has expanded into 12 of 16 of its targeted States. The
Company also has plans to expand to additional domestic jurisdictions, beyond
the 16 targeted states, which do not presently fall within the guidelines of the
Company's targeted expansion profile. Certain improvements to the Company's
technology and interface with law enforcement systems make such additional
expansion economically feasible for the Company.
THE LOJACK SYSTEM
The LoJack System consists of four basic components:
1. LoJack Unit
2. Police Tracking Computer
3. Sector Activation System
4. Registration System
The LoJack Unit. The LoJack Unit is the consumer component of the LoJack
System and is installed in a purchaser's motor vehicle. The LoJack Unit consists
of a VHF transponder, a microprocessor based computer, and a modem. The
computer's memory contains a set of codes unique to the particular LoJack Unit
and the vehicle in which it is installed. The microprocessor activates the
Unit's transmitter upon receipt of its unique activation code from the Sector
Activation System. Since each LoJack Unit has its own unique activation code and
reply code, the microprocessor responds only upon receipt of the appropriate
code. An activated LoJack Unit will continue to broadcast its reply code until
it receives a properly coded message to stop. That message is sent after the
police have recovered the vehicle. All transmissions are made on a nationwide
radio frequency allocated by the Federal Communications Commission ("FCC") as a
law enforcement radio service.
Police Tracking Computer. The Police Tracking Computer ("PTC") is a
sophisticated radio direction finder. The PTC is used by police to locate and
track activated LoJack Units. The PTC consists of a radio receiver with a
directional antenna array, doppler signal processor, microprocessor based
computer and a controllable display. When the PTC detects a LoJack Unit
transmission from a stolen vehicle, it displays the reply code along with
graphic indications of signal strength and the direction toward the stolen
vehicle. The officer may then radio the reply code to the police dispatcher and
obtain a vehicle description.
The PTC is normally installed in police vehicles, but also can be mounted
in aircraft as well as at fixed locations such as toll booths, radio towers, or
police communication centers. Modified designs of the PTC have been developed
for use in helicopters. Effective tracking range varies under different
topographical and other conditions, from about one mile to approximately five
miles under ideal conditions.
Sector Activation System. The Sector Activation System ("SAS") is a
computerized system that controls and commands the LoJack System and activates
LoJack Units in stolen vehicles. It is designed to function with existing law
enforcement computer and telecommunication networks and procedures. Routine and
normal processing of a stolen vehicle report activates the SAS, even if the
person reporting the theft and the officer responding are unfamiliar with the
LoJack System.
A stand-alone Sector Activation Computer ("SAC") contains a file with
up-to-date information on vehicles equipped with LoJack Units. This computer
usually is installed in conjunction with pre-existing law enforcement computer
and communication systems. This file contains, for each LoJack equipped vehicle,
the vehicle identification number ("VIN") assigned by the vehicle's
manufacturer, and the activation and reply codes for the LoJack Unit installed
in that vehicle.
When the VIN of a stolen vehicle is entered into existing stolen vehicle
reporting systems, it is compared automatically to those contained in the LoJack
file. When a match occurs, the SAC automatically transmits the appropriate
activation code. Police officers who have detected the transmissions of an
activated LoJack Unit call into a dispatcher for a description of the
transmitting vehicle. After the vehicle is recovered, the VIN is again entered
into the SAC to generate the appropriate deactivation code and to reset the
LoJack Unit for future use.
-2-
The SAS controls a network of radio transmitters positioned on sites
throughout the coverage area. The SAC accepts stolen vehicle reports from the
state law enforcement computer and initiates activations and deactivations of
LoJack Units.
Registration System. The Registration System is a proprietary method of
assigning digital codes to be transmitted and received by LoJack Units in such
manner that unique activation codes are permanently correlated with the unique
VIN assigned to the vehicle in which the LoJack Unit has been installed.
MARKETING AND DISTRIBUTION OF LOJACK UNITS - UNITED STATES
LoJack's marketing approach in each jurisdiction focuses on franchised new car
dealers who will offer the LoJack Unit as an option on both their new and used
car sales. LoJack also markets LoJack Units to major fleet accounts as well as
directly to consumers and the automotive aftermarket using selected retailers.
LoJack also markets conventional vehicle security devices sold under the names
"LoJack Prevent" and "LoJack Alert."
LoJack's sales force routinely visits franchised new car dealers to reemphasize
to dealership personnel the benefits of the LoJack System. LoJack's direct
marketing efforts emphasize the benefits to the dealers and their customers of
the LoJack Unit as a purchase option for new car buyers. Like other options, the
LoJack Unit may be financed conveniently as a part of the purchase price of the
vehicle. LoJack uses direct advertising to consumers to generate product
awareness.
LoJack maintains full responsibility for installation and warranty service of
LoJack Units sold by the Company both for the convenience of dealers through
whom the LoJack Units are marketed and for LoJack to maintain a high degree of
quality control and security over its technology.
In addition to distributing LoJack Units itself, through its subsidiaries or
licensees, LoJack may consider joint ventures or other cooperative arrangements
to expedite the expansion of the LoJack System. The actual method of
distribution will be determined on a market-by-market basis.
INTERNATIONAL OPERATIONS
The Company also licenses the use of its stolen vehicle recovery system
technology in selected international markets. In connection with its efforts to
expand outside of the United States, the Company has utilized its stolen
vehicle recovery technology to develop the CarSearch Stolen Vehicle Recovery
System ("CarSearch"). Unlike the LoJack System currently operational in the
United States, CarSearch has the flexibility of operating independent of
existing law enforcement communication networks.
The Company targets CarSearch for use by either law enforcement or private
security companies in selected international markets where the implementation of
a fully integrated LoJack System may not be feasible. This new application of
the LoJack technology allows stolen vehicles to be activated, tracked and
recovered without the direct involvement of local police.
Present international license agreements have thus far been denominated in U.S.
dollars and structured with up-front licensing fees, which may be substantial
and are non-recurring, and provide that the Company will subsequently either
supply components and products at prices to be determined from time to time
and/or receive royalties based upon the licensees' revenues. It is the
Company's intention to continue to license the use of either the LoJack System
or CarSearch in other selected international markets on the same basis as
described above. The Company does not anticipate making any direct investment
in the operations of foreign licensees in the foreseeable future. However, the
Company has been granted an option, exercisable through March 1998, to purchase
up to 5% of the outstanding common stock of its United Kingdom licensee. The
Company generally does not recognize revenues during the period immediately
after entering into an agreement with a licensee. Recognition of revenues does
not generally commence until after the licensee receives any required
governmental approvals, such as frequency allocation for the CarSearch or LoJack
System. The governmental approval process may be time-consuming.
As of February 29, 1996, the Company had Licensees operating stolen vehicle
recovery systems using LoJack's technology in the following countries: the
United Kingdom, Slovakia, the Czech Republic, Greece, Ecuador, Colombia,
Trinidad and Tobago, Hong Kong, Argentina, Russia and Venezuela. The Company
also has licensees which it expects to commence operating stolen vehicle
recovery systems during its fiscal year ending February 28, 1997 in South Africa
and Kenya. The
-3-
Company also has entered into agreements to license the use of LoJack's
technology in Israel, Taiwan, Panama, Germany, Italy, Jamaica, Nicaragua,
Guatemala, Belize, and Peru. The date for commencement of operations in these
countries has not been set, as their ability to operate may be subject to the
licensees obtaining certain governmental approval which may be time consuming or
may not be obtained. The Company is also pursuing similar agreements for other
countries.
Approximately 8% of the Company's revenues in fiscal l996 were derived from
export revenues. These revenues were comprised of product sales and licensing
revenues from unaffiliated customers in foreign countries. Approximately 95% of
the Company's foreign product sales are covered by letters of credit or require
payment in advance from the licensee. (See Note 9 to the Notes to Financial
Statements which are included in LoJack's 1996 Annual Report which is filed as
Exhibit 13 hereto.)
GOVERNMENT REGULATION AND APPROVAL
In 1989, the FCC put into effect a rule change to allocate frequency l73.075 MHz
for nationwide use by state and local law enforcement agencies for stolen
vehicle recovery systems. Law enforcement agencies in jurisdictions where the
Company operates have been granted authority by the FCC to use this frequency
for LoJack's stolen vehicle recovery system.
In connection with its domestic operations, the Company must obtain the approval
of law enforcement agencies, as well as executive or legislative bodies, for
implementation of the LoJack System before sales of LoJack Units can commence in
a given jurisdiction. The approval process may be time consuming and costly and
is subject to considerations generally affecting the process of governmental
decision making. In some jurisdictions, governmental approval may be terminable
at the convenience of the executive or legislative body. Any such termination
could have a material effect on future sales in any such jurisdiction.
To the extent that, beyond its initial base of operations, LoJack is able to
charge more than nominal prices for the Law Enforcement Components, governmental
appropriation of funds will be required. Most government agencies have
established, by policy, statute or regulation, a process requiring competitive
bidding for all acquisitions of products and equipment. This process may cause
delay and expense to the Company. To date, the Company has not sought to charge
law enforcement agencies more than nominal prices for the Law Enforcement
Components.
AUTOMOBILE INSURANCE BENEFITS
Management considers automobile insurance premium discounts to be an inducement
for the purchase of LoJack Units by vehicle owners. The application of insurance
premium discounts, which are generally applied to the vehicle owner's
comprehensive insurance, varies from state to state and, in some cases, from
insurance company to insurance company. For example, insurance regulations in
some states, such as Massachusetts, Rhode Island, New York and New Jersey,
provide for mandated insurance discounts for automobiles protected by automobile
security systems. In other states, such as California, where the granting of
such discounts is not regulated, the determination is made by individual
insurance carriers. Currently, insurance discounts, which vary from state to
state, and nationally by certain insurance carriers, provide for discounts of
up to 35% on comprehensive insurance premiums for vehicles equipped with a
vehicle recovery and anti-theft device. There is also pending legislation in
some states where the LoJack System is operational which would establish or
increase discounts available to vehicle owners who install the LoJack Unit.
Since the insurance industry is, in general, heavily regulated, the process of
seeking voluntary or mandatory discounts for vehicles may involve significant
time and effort by LoJack.
PRODUCT WARRANTY
LoJack warrants to consumers that the LoJack Unit will be free from defects in
material or workmanship for a period of two years, subject to extension at the
customer's option for an additional charge. LoJack also warrants to purchasers
of LoJack Units that if their LoJack equipped vehicle is stolen within two years
of installation and not recovered within 24 hours from the time that the report
of the theft is reported to the police, LoJack will refund the full purchase
price of the LoJack Unit up to a maximum of $595.
-4-
PATENTS AND TRADEMARKS
LoJack holds United States Patent Nos. 4,8l8,998 and 4,908,629, which expire in
2006 and 2007, respectively, covering the LoJack System. The Company also holds
patents in various countries in Europe, Asia, South America and North
America. Patent protection has also been sought by LoJack in several other
countries. Although management believes the patents have value, there can be no
assurance such patents will effectively deter others from manufacturing and
marketing a stolen vehicle recovery system. LoJack's name and logo are
registered trademarks in the United States and many foreign countries.
COMPETITION
Several competitors or potential competitors are marketing or have announced the
development of stolen vehicle recovery products directly competitive with the
LoJack System. To the knowledge of management, none is compatible with the
LoJack System and none is proposed to be operated or actively monitored
exclusively by law enforcement agencies as is the LoJack System.
LoJack markets the LoJack System as a stolen vehicle recovery device.
Management believes, however, that makers of auto theft prevention devices view
the LoJack System as competitive, and, consequently, LoJack believes it faces
competition from companies that sell vehicle security devices.
Some of the competitors and potential entrants into the stolen vehicle recovery
industry may have greater resources than LoJack. In addition, there can be no
assurance that a competitor will not develop a system of theft detection or
recovery, including other stolen vehicle recovery systems that may or may not
require government approvals, that would compete with or be superior to the
LoJack System.
SUBCONTRACTORS
LoJack has subcontracted with Micrologic, Inc. ("Micrologic") of Waltham,
Massachusetts, to perform a substantial portion of the engineering, design and
implementation of the LoJack and CarSearch Systems in new jurisdictions as well
as to perform certain research and development. LoJack owns all rights in any
new developments created by Micrologic as a subcontractor of LoJack.
LoJack has granted to Micrologic, through April 2000, the exclusive rights to
assemble Police Tracking Computers. LoJack believes that other companies have
the same capabilities as Micrologic, but that changing to a new subcontractor
for these tasks could involve delays and additional cost to LoJack.
LoJack has subcontracted the manufacture of the LoJack Unit, which is designed
for automated production using surface mounted technology, to Motorola, Inc.
LoJack believes that several companies have the capability to manufacture LoJack
Units using this technology.
INVENTORY
LoJack seeks to maintain a 60-day supply of LoJack Units, which it believes is
in line with sales levels and sufficient to rapidly fulfill orders. The Company
maintains an inventory of certain Law Enforcement Components beyond its current
requirements in order to facilitate expansion into additional domestic markets.
RESEARCH AND DEVELOPMENT
During fiscal years l996, l995 and l994 the approximate amounts spent by LoJack
on company-sponsored research and development activities were $515,000,
$330,000, and $150,000, respectively.
In December 1995, LoJack Venture Corporation, a wholly owned subsidiary of
LoJack,and Micrologic entered into a joint venture for the purpose of developing
the next generation of the LoJack Unit and other related exploitable technology.
LoJack Venture Corporation and Micrologic have equal ownership interests in the
joint venture. The joint venture shall own all technology and other intellectual
property that is developed by the joint venture or by Micrologic under contract
to the joint venture, except that LoJack shall own and have all patent and other
rights to any improvements on United States Patents held by LoJack. The joint
venture has granted LoJack exclusive rights, with the right to sublicense, to
make, use and sell all products relating to the next generation of the LoJack
Unit in exchange for certain royalty payments based on the number of next
generation LoJack Units sold. The technology contemplated by the joint venture
has not yet been completed and the Company can not be certain of a successful
outcome.
-5-
EMPLOYEES
As of May 17, l996, the Company and its subsidiaries had a total of 315
full-time employees.
EXECUTIVE OFFICERS OF THE REGISTRANT
There is incorporated herein by reference the information concerning C. Michael
Daley, who is Chairman of the Board, Chief Executive Officer and Treasurer of
the Company, from the Company's definitive Proxy Statement for its Annual
Meeting of Stockholders to be held on July 17, 1996, under the headings
"Proposal No. 1 - Election of Directors" and "Board of Directors." Information
concerning the Company's other executive officers is set forth below.
Name Age Title
---- --- -----
Joseph F. Abely 43 President and Chief Operating Officer
William R. Duvall 44 Senior Vice President (Operations and
Technical Development)
Kevin M. Mullins 41 Vice President (Sales and Marketing)
Peter J. Conner 55 Vice President (Government Relations)
Mr. Abely joined LoJack in October 1988 as Senior Vice President and Chief
Financial Officer. He was named President and Chief Operating Officer in January
1996. From 1976 until October 1988, Mr. Abely was employed by the accounting
firm of Deloitte Haskins & Sells, where he served as a partner since 1985. Mr.
Abely is a Certified Public Accountant.
Mr. Duvall joined LoJack in 1985 and is Senior Vice President of Operations and
Technical Development. From 1984 to 1985, he was a part owner and manager of
Rich's Car Tunes, a company engaged in the sale and installation of consumer
electronic products in the automotive aftermarket. For six years prior to 1984,
Mr. Duvall was Vice President of Marketing and Sales for Analog and Digital
Systems, Inc., a manufacturer of consumer electronic products.
Mr. Mullins joined LoJack in February 1996 and was appointed Vice President of
Sales and Marketing as of March 1, 1996. From 1976 until joining LoJack Mr.
Mullins served in a variety of positions at Proctor & Gamble Company, Inc.,
including District Sales Manager, Customer Business Development Manager, and
most recently as Northeast Operation Manager.
Mr. Conner joined LoJack in 1985 and is Vice President of Government Relations.
From 1982 to 1985, he was a franchise director for Continental Cablevision of
Boston, Massachusetts. From 1980 to 1982, Mr. Conner was a franchise director
for American Television Communications of Denver, Colorado, a cable television
operator.
Each executive officer is elected for a term scheduled to expire at the meeting
of Directors following the annual meeting of Stockholders or until a successor
is duly chosen and qualified. There are no arrangements or understandings
pursuant to which any executive officer was or is to be selected for election or
reelection. There are no family relationships among any Directors or executive
officers, except that C. Michael Daley, a Director and executive officer, and
James A. Daley, a Director, are brothers.
ITEM 2 - PROPERTIES
The Company's executive offices are located at 333 Elm Street, Dedham,
Massachusetts, under a lease for such space expiring in May 2001. In addition,
the Company leases various facilities in Massachusetts, New Jersey, Michigan,
Los Angeles, California, Illinois, Georgia, Virginia and Florida under operating
leases whose terms expire from 1996 to 2001. The leases contain renewal options
ranging from two to five years. Because the Company's operations do not require
any special facilities, the Company does not anticipate any difficulty in
finding space adequate for its purposes at reasonable rates.
-6-
ITEM 3 - LEGAL PROCEEDINGS
None.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5 - MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The information required by this item is incorporated herein by reference to the
section entitled "Market for Registrant's Common Equity and Related Stockholder
Matters" on the inside front cover of the Company's 1996 Annual Report, which is
filed herewith as Exhibit 13.
ITEM 6 - SELECTED FINANCIAL DATA
The information required by this item is incorporated herein by reference to the
section entitled "Selected Financial Data" on page 3 of the Company's 1996
Annual Report, which is filed herewith as Exhibit 13.
ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The information required by this item is incorporated herein by reference to the
section entitled "Management's Discussion and Analysis of Financial Condition
and Results of Operations," pages 4 through 7 of the Company's 1996 Annual
Report, which is filed herewith as Exhibit 13.
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this item is incorporated herein by reference to the
consolidated financial statements of the Company (including the notes thereto)
and the auditors' report thereon appearing on pages 8 through 16 of the
Company's 1996 Annual Report, which is filed herewith as Exhibit 13.
ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not Applicable.
PART III
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Pursuant to General Instruction G(3) of Form 10-K and instruction 3 to Item
401(b), the information required by this item concerning executive officers,
including certain information incorporated herein by reference to the
information appearing in the Company's definitive Proxy Statement concerning C.
Michael Daley, who is also Chairman of the Board, Chief Executive Officer and
Treasurer of the Company, is set forth in Part I, Item 1 under the heading
"Executive Officers of the Registrant" and information concerning Directors,
including Mr. Daley, is incorporated by reference to the sections entitled
"Proposal No. 1 - Election of Directors" and "Board of Directors" in the
Registrant's definitive Proxy Statement for its Annual Meeting of Stockholders
to be held July 17, 1996.
There is incorporated herein by reference to the discussion under "Principal and
Management Stockholders - Compliance with Section 16(a) of the Securities
Exchange Act of 1934" in the Company's definitive Proxy Statement for its Annual
Meeting of Stockholders to be held July 17, 1996 the information with respect to
any delinquent filings of reports pursuant to Section 16(a) of the Securities
Exchange Act of 1934.
-7-
ITEM 11 - EXECUTIVE COMPENSATION
Information required by this Item is incorporated herein by reference to the
information appearing in the Company's definitive Proxy Statement for its Annual
Meeting of Stockholders to be held on July 17, l996 under the heading "Executive
Compensation."
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information required by this item is incorporated herein by reference to the
information appearing in the Company's definitive Proxy Statement for its Annual
Meeting of Stockholders to be held on July 17, 1996 under the heading "Principal
and Management Stockholders."
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
PART IV
ITEM 14 -EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) The following documents are included as part of this report:
(1) Financial Statements
--------------------
The following financial statements of the Company and the report
of the independent certified public accountants are incorporated by
reference to the Company's 1996 Annual Report:
Independent Auditors' Report Relating to the Consolidated Financial
Statements (and notes thereto)
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Stockholders' Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
(2) Financial Statement Schedule
----------------------------
The following report and financial statement schedule is filed
as part of this report and should be read in conjunction with the
consolidated financial statements (and notes thereto):
Independent Auditors' Report Relating to the Financial Statement
Schedule
Schedule II - Valuation and Qualifying Accounts
Other financial statement schedules have been omitted because
they are not required or not applicable or because the required
information is included in the consolidated financial statements
or notes thereto.
-8-
(3) Exhibits
--------
Certain of the exhibits listed hereunder have been previously
filed with the Commission as exhibits to certain registration
statements and periodic reports as indicated in the footnotes below
and are incorporated herein by reference pursuant to Rule 411
promulgated under the Securities Act and Rule 24 of the Commission's
Rules of Practice. The location of each document so incorporated by
reference is indicated by footnote.
3A. Restated Articles of Organization (incorporated by reference to Exhibit 3A
filed with the Company's Annual Report on Form 10-K for the fiscal year
ended February 28, 1994 (the "1994 Form 10-K"))
3B. Amended By-Laws (incorporated by reference to exhibit 3B filed with the
Company's Annual Report on Form 10-K for the fiscal year ended February
29, 1992 (the "1992 Form 10-K"))
4A. Specimen Share Certificate (incorporated by reference to exhibit 4A to
File No. 2-74238-B)
4A1. Amended Specimen Share Certificate (incorporated by reference to exhibit
4B to File No. 2-98609)
4B. Unit Purchase Agreement dated as of May 16, 1990 (incorporated by
reference to exhibit 4C to the Company's Annual Report on Form 10-K for
the fiscal year ended February 28, 1990 (the "1990 Form 10-K"))
4C. Amendment to Unit Purchase Agreement dated as of September 13, 1990
(incorporated by reference to exhibit 4G to File No. 33-35948)
4D. Indenture dated May 16, 1990 between LoJack Corporation and State Street
Bank and Trust Company, Trustee, and Supplemental Indentures No. 1-3 dated
August 8, 1991, November 15, 1991 and December 13, 1991, respectively
(incorporated by reference to exhibit 4E to 1992 Form 10-K)
4E. Form of Debenture (included in 4D)
4F. 1991 Unit Purchase Agreement dated as of November 15, 1991 (incorporated
by reference to exhibit 4A to the Company's Current Report on Form 8-K
dated December 23, 1991 (the "1991 Form 8-K"))
4G. Amendment Agreement dated as of December 13, 1991 (incorporated by
reference to exhibit 4C to the 1991 Form 8-K)
10A. Volume Assembly Contract with Micrologic, Inc. (incorporated by reference
to exhibit 10I to the Company's Annual Report on Form 10-K for the fiscal
year ended February 28, 1986 (the "1986 Form 10-K"))
10B. Supply Agreement with Motorola (incorporated by reference to exhibit 10J
to the 1986 Form 10-K)
10C. Agreement with the City of Los Angeles dated March 9, 1989 (incorporated
by reference to exhibit 10K to File No. 33-27457)
10D. Contract between the State of Michigan and LoJack Corporation dated as of
April 24, 1989 (incorporated by reference to exhibit 10O to the 1990 Form 10-K)
10E. Agreement between LoJack Corporation and the Illinois State Police dated
as of August 23, 1990 (incorporated by reference to exhibit 10P to the
1990 Form 10-K)
10F.++ 1985 Non-Qualified Stock Option Plan, as amended (incorporated by
reference to exhibit 10F to 1992 Form 10-K)
10G.++ Directors' Compensation Plan (incorporated by reference to exhibit 10G
to 1992 Form 10-K)
10H.++ LoJack Corporation Restated and Amended Stock Incentive Plan
(incorporated by reference to Exhibit 10H to the 1994 Form 10-K)
10I. Form of Agreement with respect to options granted to certain officers and
employees (incorporated by reference to exhibit 10H to File No. 33-27457)
10J. Greece License, Trademark and Supply Agreement between LoJack Corporation
and EQQUS, Ltd., dated as of January 24, 1992 (incorporated by reference
to exhibit 10J to 1992 Form 10-K)
10K. Lease Agreement LoJack Sector Activation System dated February 23, 1988
between Recovery Systems, Inc. and the Florida Department of Motor
Vehicles (incorporated by reference to exhibit 10K to 1992 Form 10-K)
10L. Accepted Proposal by LoJack Corporation to the Massachusetts Department of
Public Safety (incorporated by reference to exhibit 10F to File No. 2-
74238-B)
10M. Lease Agreement between Auto Recovery Systems, Inc. and the State of New
Jersey dated July 31, 1989 (incorporated by reference to exhibit 10M to
1992 Form 10-K)
10N. Loan Agreement dated December 10, 1993 among The First National Bank of
Boston and LoJack Corporation, LoJack Midwest Corporation, LoJack of New
Jersey Corporation, Recovery Systems, Inc. and CarSearch Corporation
(incorporated by reference to Exhibit 10N to the 1994 Form 10-K)
10P. Security Agreement dated December 10, 1993 by LoJack Corporation and The
First National Bank of Boston (incorporated by reference to Exhibit 10P to
the 1994 Form 10-K)
-9-
10Q. Secured Demand Note dated December 10, 1993 in the amount of $872,000 made
by LoJack of New Jersey Corporation payable to the order of LoJack
Corporation and endorsed to the order of The First National Bank of Boston
(incorporated by reference to Exhibit 10Q to the 1994 Form 10-K)
10R. Lease Agreement Number VA-901212-LOJ between LoJack Corporation and the
Commonwealth of Virginia dated September 17, 1991 (incorporated by
reference to exhibit 10W to the Company's Annual Report on Form 10-K for
the fiscal year ended February 28, 1993 (the "1993 Form 10-K"))
10S. Lease Agreement between LoJack Corporation and the State of Georgia
Department of Public Safety dated June 6, 1991 (incorporated by reference
to exhibit 10X to 1993 Form 10-K)
10T.++ Form of Senior Management Option (incorporated by reference to exhibit
10Z to 1993 Form 10-K)
10U. License, Trademark and Supply Agreement dated July 16, 1992, by and
between Carsearch Corporation, a subsidiary of LoJack Corporation, and
Secar, Ltd. Kutuzovovn, Bratislava, Czechoslovakia (incorporated by
reference to exhibit 10aa to 1993 Form 10-K)
10V. Patent License and Ancillary Know-How Agreement dated December 30, 1991,
and Second Amendment (relating to the Patent, License and Know-How
Agreement of December 30, 1991), dated January 29, 1993, (the Second
Amendment incorporates by reference the First Amendment to the Patent,
License and Know-How Agreement dated April 27, 1992 which is superseded),
each by and between LoJack Corporation and Stolen Vehicle Recovery Systems
Limited, Aylesbury, Buckingham, UK (incorporated by reference to exhibit
10bb to 1993 Form 10-K)
10W. Stock Pledge Agreement dated as of December 10, 1993 by LoJack Corporation
and The First National Bank of Boston (incorporated by reference to
Exhibit 10W to the 1994 Form 10-K)
10X. Assignment for Security (Trademarks) dated December 10, 1993 by LoJack
Corporation (incorporated by reference to Exhibit 10X to the 1994 Form 10-K)
10Y. Patent Collateral Assignment and Security Agreement dated December 10,
1993 between LoJack Corporation, LoJack Midwest Corporation, LoJack of New
Jersey Corporation, CarSearch Corporation, Inc., Recovery Systems, Inc.
and The First National Bank of Boston (incorporated by reference to
Exhibit 10Y to the 1994 Form 10-K)
10Z. Trademark Collateral Assignment and Security Agreement dated as of
December 10, 1993 between LoJack Corporation, LoJack Midwest Corporation,
LoJack of New Jersey Corporation, CarSearch Corporation, Inc., Recovery
System, Inc. and The First National Bank of Boston (incorporated by
reference to Exhibit 10Z to the 1994 Form 10-K)
10aa. Agreement dated January 21, 1994 between the New York Division of State
Police and LoJack Corporation (incorporated by reference to Exhibit 10aa
to the 1994 Form 10-K)
10bb. Subsidiary Security Agreement dated December 10, 1993 between LoJack of
New Jersey Corporation and LoJack Corporation (incorporated by reference
to Exhibit 10bb to the 1994 Form 10-K)
10cc. Memorandum of Understanding dated July 29, 1993 with the District of
Columbia Metropolitan Police Department (incorporated by reference to
Exhibit 10cc to the 1995 Form 10-K)
10dd. Memorandum of Understanding dated February 28, 1994 with Rhode Island
State Police (incorporated by reference to Exhibit 10dd to the 1995 Form
10-K)
10ee. Contract dated July 15, 1993 with the State of Connecticut (incorporated
by reference to Exhibit 10ee to the 1995 Form 10-K)
10ff. Supply Agreement dated May 28, 1993 among CarSearch Corporation, Alrite
Holdings, Ltd, Nassau, Bahamas, and Carro Seguro Carseg S.A., Guayaquil,
Ecuador (incorporated by reference to Exhibit 10ff to the 1995 Form 10-K)
10gg. License and Trademark Agreement dated May 28, 1993 between CarSearch
Corporation and Carro Seguro Carseg S.A., Guayaquil, Ecuador (incorporated
by reference to Exhibit 10gg to the 1995 Form 10-K)
10hh. License, Trademark, and Supply Agreement dated July 27, 1993 between
CarSearch Corporation and PJV Ltd., Centraville, Nassau, Bahamas
(incorporated by reference to Exhibit 10hh to the 1995 Form 10-K)
10ii. License, Trademark, and Supply Agreement dated August 10, 1993 between
CarSearch Corporation and Vehicles Security Resources Limited, Nassau,
Bahamas (incorporated by reference to Exhibit 10ii to the 1995 Form 10-K)
10jj. License, Trademark, and Supply Agreement dated August 23, 1993 between
CarSearch Corporation and MaxRich Consultants, Ltd., Kowloon, Hong Kong
(incorporated by reference to Exhibit 10jj to the 1995 Form 10-K)
10kk. License, Trademark, and Supply Agreement dated August 31, 1993 between
CarSearch Corporation and Cartrack Ltd., Tel-Aviv, Israel (incorporated by
reference to Exhibit 10kk to the 1995 Form 10-K)
10ll. License, Trademark, and Supply Agreement dated April 15, 1994 between
CarSearch Corporation and Triones Taiwan Co., Ltd., Taichung, Taiwan,
R.O.C. (incorporated by reference to Exhibit 10ll to the 1995 Form 10-K)
-10-
10mm. Patent, License, Trademark, and Supply Agreement dated October 4, 1994
between LoJack International Corporation, a subsidiary of LoJack
Corporation, and Sucess Trading, S.A., Buenos Aires, Argentina
(incorporated by reference to Exhibit 10mm to the 1995 Form 10-K)
10nn. License, Trademark, and Supply Agreement dated October 13, 1994 between
LoJack International Corporation and Tracker Vehicle Location Systems
(PTY) Ltd., Cape Town, South Africa (incorporated by reference to
Exhibit 10nn to the 1995 Form 10-K)
10oo.* License and Ancillary Know-How Agreement dated October 1, 1995 between
LoJack International Corporation and Detektor, Bad Homburg, Germany
10pp. Patent License and Ancillary Know-How Agreement dated November 30, 1994
between LoJack International Corporation and LoJack Italia, Bologna,
Italy (incorporated by reference to Exhibit 10pp to the 1995 Form 10-K)
10qq. License and Supply Agreement dated April 25, 1995 between LoJack
International Corporation and United States Consolidated Technologies
Corporation (incorporated by reference to Exhibit 10qq to the 1995 Form
10-K)
10rr.* License and Supply Agreement dated September 5, 1995 between LoJack
International Corporation and GBSI, Inc. d/b/a Access 2000
10ss.*++ Amendment No. 1 to Restated and Amended Stock Incentive Plan
10tt.* Second Amendment to Loan Agreement dated as of February 20, 1996 among
The First National Bank of Boston and LoJack Corporation, LoJack
International Corporation, LoJack of New Jersey Corporation, Recovery
Systems, Inc. and LoJack Holdings Corporation
10uu.* Amended and Restated Revolving Credit and Term Note dated as of
February 20, 1996 in the amount of $7,500,000 made by LoJack
Corporation, LoJack International Corporation, LoJack of New Jersey
Corporation, Recovery Systems, Inc. and LoJack Holdings Corporation
payable to the order of The First National Bank of Boston
10vv.* Security Agreement dated as of February 20, 1996 by LoJack Holdings
Corporation and The First National Bank of Boston
10ww.* First Amendment to Trademark Collateral Assignment and Security
Agreement dated as of February 20, 1996 among LoJack Corporation,
LoJack International Corporation, LoJack of New Jersey Corporation,
Recovery Systems, Inc., LoJack Holdings Corporation and The First
National Bank of Boston
10xx.* Second Assignment for Security (Trademarks) dated February 20, 1996 by
LoJack Corporation
10yy.* Trademark and Supply Agreement dated August 15, 1995 between LoJack
International and CarTrack Kenya Limited, Nairobi, Kenya
11.* Statement re: Computation of per share earnings
13.* 1996 Annual Report to Stockholders
21.* Subsidiaries of the Registrant
23.* Consent of Deloitte & Touche LLP
27.* Financial Data Schedule
99.* "Safe Harbor" Statement under Private Securities Litigation Reform Act
of 1995
- ---------------
* Indicates an exhibit which is filed herewith.
++ Indicates an exhibit which constitutes an executive compensation plan.
(b) REPORTS ON FORM 8-K:
No reports on Form 8-K were filed by the Company during the last quarter
of the period covered by this report.
-11-
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, in the Town of Dedham,
Commonwealth of Massachusetts, on the 20th day of May l996.
LOJACK CORPORATION
(Registrant)
BY: /s/ C. Michael Daley
-----------------------------------------
C. Michael Daley
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of l934, this report
has been signed below by the following persons on behalf of the registrant and
in their capacities and on the date indicated.
Signature Capacity Date
- --------- -------- ----
/s/ C. Michael Daley Director, Chairman, Chief May 20, l996
- -------------------- Executive Officer,
C. Michael Daley and Treasurer (Principal
Executive Officer)
/s/ Robert J. Murray Director May 20, l996
- --------------------
Robert J. Murray
/s/ James A. Daley Director May 20, l996
- ------------------
James A. Daley
/s/ Harold W. Shad, III Director May 20, l996
- -----------------------
Harold W. Shad, III
/s/ Lee T. Sprague Director May 20, l996
- ------------------
Lee T. Sprague
/s/ Larry C. Renfro Director May 20, l996
- -------------------
Larry C. Renfro
/s/ Joseph F. Abely President and Chief Operating May 20, l996
- ------------------- Officer (Principal
Joseph F. Abely Financial and Accounting
Officer)
-12-
INDEX TO INDEPENDENT AUDITORS' REPORT AND FINANCIAL STATEMENT SCHEDULE
PAGE
Independent Auditors' Report Relating to the Financial Statement Schedule.. F-1
Schedule II - Valuation and Qualifying Accounts............................ F-2
-13-
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders of
LoJack Corporation:
We have audited the consolidated financial statements of LoJack Corporation and
subsidiaries as of February 29, 1996 and February 28, 1995, and for each of the
three years in the period ended February 29, 1996, and have issued our report
thereon dated April 12, 1996; such consolidated financial statements and report
are included in your 1996 Annual Report to Stockholders and are incorporated
herein by reference. Our audits also included the consolidated financial
statement schedule of LoJack Corporation, listed in Item 14. This consolidated
financial statement schedule is the responsibility of the Company's management.
Our responsibility is to express an opinion based on our audits. In our
opinion, such consolidated financial statement schedule, when considered in
relation to the basic consolidated financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.
/s/ Deloitte & Touche LLP
- -------------------------
Boston, Massachusetts
April 12, 1996
F-1
SCHEDULE II
LOJACK CORPORATION AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED FEBRUARY 29, 1996 AND FEBRUARY 28, 1995 AND 1994
- --------------------------------------------------------------------------------
Column C
Column B Additions Column E
Balance at Charged to Balance
Column A Beginning Costs and Column D at End
Description of Period Expenses Deductions of Period
ALLOWANCE FOR DOUBTFUL
ACCOUNTS:
For the year ended:
February 29, 1996 $193,381 $230,942 $ (29,121) (1) $395,202
======== ======== ========= ========
February 28, 1995 $109,097 $117,831 $ (33,547) (1) $193,381
======== ======== ========= ========
February 28, 1994 $122,723 $ 721 $ (14,347) (1) $109,097
======== ======== ========= ========
WARRANTY RESERVE:
For the year ended:
February 29, 1996 $223,509 $267,036 $(165,732) $324,813
======== ======== ========= ========
February 28, 1995 $191,479 $134,732 $(102,702) $223,509
======== ======== ========= ========
February 28, 1994 $174,655 $104,107 $ (87,283) $191,479
======== ======== ========= ========
(1) Net accounts written off.
F-2
INDEX TO EXHIBITS
Exhibit No. Exhibit
- ----------- -------
3A. Restated Articles of Organization (incorporated by reference to
Exhibit 3A filed with the Company's Annual Report on Form 10-K for the
fiscal year ended February 28, 1994 (the "1994 Form 10-K"))
3B. Amended By-Laws (incorporated by reference to exhibit 3B filed with
the Company's Annual Report on Form 10-K for the fiscal year ended
February 29, 1992 (the "1992 Form 10-K"))
4A. Specimen Share Certificate (incorporated by reference to exhibit 4A to
File No. 2-74238-B)
4A1. Amended Specimen Share Certificate (incorporated by reference to
exhibit 4B to File No. 2-98609)
4B. Unit Purchase Agreement dated as of May 16, 1990 (incorporated by
reference to exhibit 4C to the Company's Annual Report on Form 10-K
for the fiscal year ended February 28, 1990 (the "1990 Form 10-K"))
4C. Amendment to Unit Purchase Agreement dated as of September 13, 1990
(incorporated by reference to exhibit 4G to File No. 33-35948)
4D. Indenture dated May 16, 1990 between LoJack Corporation and State
Street Bank and Trust Company, Trustee, and Supplemental Indentures
No. 1-3 dated August 8, 1991, November 15, 1991 and December 13, 1991,
respectively (incorporated by reference to exhibit 4E to 1992 Form
10-K)
4E. Form of Debenture (included in 4D)
4F. 1991 Unit Purchase Agreement dated as of November 15, 1991
(incorporated by reference to exhibit 4A to the Company's Current
Report on Form 8-K dated December 23, 1991 (the "1991 Form 8-K"))
4G. Amendment Agreement dated as of December 13, 1991 (incorporated by
reference to exhibit 4C to the 1991 Form 8-K)
10A. Volume Assembly Contract with Micrologic, Inc. (incorporated by
reference to exhibit 10I to the Company's Annual Report on Form 10-K
for the fiscal year ended February 28, 1986 (the "1986 Form 10-K"))
10B. Supply Agreement with Motorola (incorporated by reference to exhibit
10J to the 1986 Form 10-K)
10C. Agreement with the City of Los Angeles dated March 9, 1989
(incorporated by reference to exhibit 10K to File No. 33-27457)
10D. Contract between the State of Michigan and LoJack Corporation dated as
of April 24, 1989 (incorporated by reference to exhibit 10O to the
1990 Form 10-K)
10E. Agreement between LoJack Corporation and the Illinois State Police
dated as of August 23, 1990 (incorporated by reference to exhibit 10P
to the 1990 Form 10-K)
10F.++ 1985 Non-Qualified Stock Option Plan, as amended (incorporated by
reference to exhibit 10F to 1992 Form 10-K)
10G.++ Directors' Compensation Plan (incorporated by reference to exhibit 10G
to 1992 Form 10-K)
10H.++ LoJack Corporation Restated and Amended Stock Incentive Plan
(incorporated by reference to Exhibit 10H to the 1994 Form 10-K)
10I. Form of Agreement with respect to options granted to certain officers
and employees (incorporated by reference to exhibit 10H to File No.
33-27457)
10J. Greece License, Trademark and Supply Agreement between LoJack
Corporation and EQQUS, Ltd., dated as of January 24, 1992
(incorporated by reference to exhibit 10J to 1992 Form 10-K)
10K. Lease Agreement LoJack Sector Activation System dated February 23,
1988 between Recovery Systems, Inc. and the Florida Department of
Motor Vehicles (incorporated by reference to exhibit 10K to 1992 Form
10-K)
10L. Accepted Proposal by LoJack Corporation to the Massachusetts
Department of Public Safety (incorporated by reference to exhibit 10F
to File No. 2-74238-B)
10M. Lease Agreement between Auto Recovery Systems, Inc. and the State of
New Jersey dated July 31, 1989 (incorporated by reference to exhibit
10M to 1992 Form 10-K)
10N. Loan Agreement dated December 10, 1993 among The First National Bank
of Boston and LoJack Corporation, LoJack Midwest Corporation, LoJack
of New Jersey Corporation, Recovery Systems, Inc. and CarSearch
Corporation (incorporated by reference to Exhibit 10N to the 1994 Form
10-K)
10P. Security Agreement dated December 10, 1993 by LoJack Corporation and
The First National Bank of Boston (incorporated by reference to
Exhibit 10P to the 1994 Form 10-K)
10Q. Secured Demand Note dated December 10, 1993 in the amount of $872,000
made by LoJack of New Jersey Corporation payable to the order of
LoJack Corporation and endorsed to the order of The First National
Bank of Boston (incorporated by reference to Exhibit 10Q to the 1994
Form 10-K)
10R. Lease Agreement Number VA-901212-LOJ between LoJack Corporation and
the Commonwealth of Virginia dated September 17, 1991 (incorporated by
reference to exhibit 10W to the Company's Annual Report on Form 10-K
for the fiscal year ended February 28, 1993 (the "1993 Form 10-K"))
10S. Lease Agreement between LoJack Corporation and the State of Georgia
Department of Public Safety dated June 6, 1991 (incorporated by
reference to exhibit 10X to 1993 Form 10-K)
10T.++ Form of Senior Management Option (incorporated by reference to exhibit
10Z to 1993 Form 10-K)
10U. License, Trademark and Supply Agreement dated July 16, 1992, by and
between Carsearch Corporation, a subsidiary of LoJack Corporation, and
Secar, Ltd. Kutuzovovn, Bratislava, Czechoslovakia (incorporated by
reference to exhibit 10aa to 1993 Form 10-K)
10V. Patent License and Ancillary Know-How Agreement dated December 30,
1991, and Second Amendment (relating to the Patent, License and Know-
How Agreement of December 30, 1991), dated January 29, 1993, (the
Second Amendment incorporates by reference the First Amendment to the
Patent, License and Know-How Agreement dated April 27, 1992 which is
superseded), each by and between LoJack Corporation and Stolen Vehicle
Recovery Systems Limited, Aylesbury, Buckingham, UK (incorporated by
reference to exhibit 10bb to 1993 Form 10-K)
10W. Stock Pledge Agreement dated as of December 10, 1993 by LoJack
Corporation and The First National Bank of Boston (incorporated by
reference to Exhibit 10W to the 1994 Form 10-K)
10X. Assignment for Security (Trademarks) dated December 10, 1993 by LoJack
Corporation (incorporated by reference to Exhibit 10X to the 1994 Form
10-K)
10Y. Patent Collateral Assignment and Security Agreement dated December 10,
1993 between LoJack Corporation, LoJack Midwest Corporation, LoJack of
New Jersey Corporation, CarSearch Corporation, Inc., Recovery Systems,
Inc. and The First National Bank of Boston (incorporated by reference
to Exhibit 10Y to the 1994 Form 10-K)
10Z. Trademark Collateral Assignment and Security Agreement dated as of
December 10, 1993 between LoJack Corporation, LoJack Midwest
Corporation, LoJack of New Jersey Corporation, CarSearch Corporation,
Inc., Recovery System, Inc. and The First National Bank of Boston
(incorporated by reference to Exhibit 10Z to the 1994 Form 10-K)
10aa. Agreement dated January 21, 1994 between the New York Division of
State Police and LoJack Corporation (incorporated by reference to
Exhibit 10aa to the 1994 Form 10-K)
10bb. Subsidiary Security Agreement dated December 10, 1993 between LoJack
of New Jersey Corporation and LoJack Corporation (incorporated by
reference to Exhibit 10bb to the 1994 Form 10-K)
10cc. Memorandum of Understanding dated July 29, 1993 with the District of
Columbia Metropolitan Police Department (incorporated by reference to
Exhibit 10cc to the 1995 Form 10-K)
10dd. Memorandum of Understanding dated February 28, 1994 with Rhode Island
State Police (incorporated by reference to Exhibit 10dd to the 1995
Form 10-K)
10ee. Contract dated July 15, 1993 with the State of Connecticut
(incorporated by reference to Exhibit 10ee to the 1995 Form 10-K)
10ff. Supply Agreement dated May 28, 1993 among CarSearch Corporation,
Alrite Holdings, Ltd, Nassau, Bahamas, and Carro Seguro Carseg S.A.,
Guayaquil, Ecuador (incorporated by reference to Exhibit 10ff to the
1995 Form 10-K)
10gg. License and Trademark Agreement dated May 28, 1993 between CarSearch
Corporation and Carro Seguro Carseg S.A., Guayaquil, Ecuador
(incorporated by reference to Exhibit 10gg to the 1995 Form 10-K)
10hh. License, Trademark, and Supply Agreement dated July 27, 1993 between
CarSearch Corporation and PJV Ltd., Centraville, Nassau, Bahamas
(incorporated by reference to Exhibit 10hh to the 1995 Form 10-K)
10ii. License, Trademark, and Supply Agreement dated August 10, 1993 between
CarSearch Corporation and Vehicles Security Resources Limited, Nassau,
Bahamas (incorporated by reference to Exhibit 10ii to the 1995 Form
10-K)
10jj. License, Trademark, and Supply Agreement dated August 23, 1993 between
CarSearch Corporation and MaxRich Consultants, Ltd., Kowloon, Hong
Kong (incorporated by reference to Exhibit 10jj to the 1995 Form 10-K)
10kk. License, Trademark, and Supply Agreement dated August 31, 1993 between
CarSearch Corporation and Cartrack Ltd., Tel-Aviv, Israel
(incorporated by reference to Exhibit 10kk to the 1995 Form 10-K)
10ll. License, Trademark, and Supply Agreement dated April 15, 1994 between
CarSearch Corporation and Triones Taiwan Co., Ltd., Taichung, Taiwan,
R.O.C. (incorporated by reference to Exhibit 10ll to the 1995 Form
10-K)
10mm. Patent, License, Trademark, and Supply Agreement dated October 4, 1994
between LoJack International Corporation, a subsidiary of LoJack
Corporation, and Sucess Trading, S.A., Buenos Aires, Argentina
(incorporated by reference to Exhibit 10mm to the 1995 Form 10-K)
10nn. License, Trademark, and Supply Agreement dated October 13, 1994
between LoJack International Corporation and Tracker Vehicle Location
Systems (PTY) Ltd., Cape Town, South Africa (incorporated by reference
to Exhibit 10nn to the 1995 Form 10-K)
10oo.* License and Ancillary Know-How Agreement dated October 1, 1995 between
LoJack International Corporation and Detektor, Bad Homburg, Germany
10pp. Patent License and Ancillary Know-How Agreement dated November 30,
1994 between LoJack International Corporation and LoJack Italia,
Bologna, Italy (incorporated by reference to Exhibit 10pp to the 1995
Form 10-K)
10qq. License and Supply Agreement dated April 25, 1995 between LoJack
International Corporation and United States Consolidated Technologies
Corporation (incorporated by reference to Exhibit 10qq to the 1995
Form 10-K)
10rr.* License and Supply Agreement dated September 5, 1995 between LoJack
International Corporation and GBSI, Inc. d/b/a Access 2000
10ss.*++ Amendment No. 1 to Restated and Amended Stock Incentive Plan
10tt.* Second Amendment to Loan Agreement dated as of February 20, 1996 among
The First National Bank of Boston and LoJack Corporation, LoJack
International Corporation, LoJack of New Jersey Corporation, Recovery
Systems, Inc. and LoJack Holdings Corporation
10uu.* Amended and Restated Revolving Credit and Term Note dated as of
February 20, 1996 in the amount of $7,500,000 made by LoJack
Corporation, LoJack International Corporation, LoJack of New Jersey
Corporation, Recovery Systems, Inc. and LoJack Holdings Corporation
payable to the order of The First National Bank of Boston
10vv.* Security Agreement dated as of February 20, 1996 by LoJack Holdings
Corporation and The First National Bank of Boston
10ww.* First Amendment to Trademark Collateral Assignment and Security
Agreement dated as of February 20, 1996 among LoJack Corporation,
LoJack International Corporation, LoJack of New Jersey Corporation,
Recovery Systems, Inc., LoJack Holdings Corporation and The First
National Bank of Boston
10xx.* Second Assignment for Security (Trademarks) dated February 20, 1996 by
LoJack Corporation
10yy.* Trademark and Supply Agreement dated August 15, 1995 between LoJack
International and CarTrack Kenya Limited, Nairobi, Kenya
11.* Statement re: Computation of per share earnings
13.* 1996 Annual Report to Stockholders
21.* Subsidiaries of the Registrant
23.* Consent of Deloitte & Touche LLP
27.* Financial Data Schedule
99.* "Safe Harbor" Statement under Private Securities Litigation Reform Act
of 1995
- ---------------------------------
* Indicates an exhibit which is filed herewith.
++ Indicates an exhibit which constitutes an executive compensation plan.