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Jabil Annual Report (Amendment), Year Ended Aug 31, 1996

Filing Date
Filed October 16, 1997
Period End
August 31, 1996
Security
JBL
In the record · 2016–202610-K1110-Q338-K104

JBL filed 11 annual reports (10-K), 33 quarterly reports (10-Q) and 104 current reports (8-K) between 2016 and 2026.

  1. Restructuring8-K · Mar ’17Mar ’17
  2. FY2018 annual report10-K · Oct ’18Oct ’18
  3. Leadership change8-K · Dec ’21Dec ’21
  4. Leadership change8-K · Oct ’25Oct ’25

01—Abstract

Summary

Summary of the 10-K/A filed October 16, 1997. Cited figures are marked; the original filing is the authoritative source.

This filing supplies Part III information (directors, executive officers, compensation, security ownership, and related transactions) for the fiscal year ended August 31, 1996, for Jabil Circuit, Inc. (now Jabil Inc.).

It states that the information is provided because the company could not incorporate it by reference from its definitive proxy statement, which was not filed within 120 days of August 31, 1996. The company's original annual report for that year was filed with the Commission on November 27, 1996. As of November 22, 1996, 17,905,823 shares of Common Stock were outstanding, and the aggregate market value of non-affiliate voting stock was approximately $242,276,302,a based on the Nasdaq National Market closing price on that date.

The filing shows concentrated insider ownership. William D. Morean, Chief Executive Officer and Chairman, beneficially owned 7,495,762 shares (41.8%b), and Audrey M.

Petersen owned 3,680,250 shares (20.5%c). Thomas A. Sansone, President, owned 1,469,450 shares (8.2%).

All directors and executive officers as a group owned 9,355,491 shares, or 52.2%. Morean and Sansone each received a $400,000d bonus in fiscal 1996, and each non-employee director receives $5,000 per calendar quarter. The company's Compensation Committee consists of Lawrence J.

Murphy, Steven A. Raymund, and Mel S. Lavitt is listed as a director.

The filing also discloses related-party arrangements. Morean and Sansone jointly and severally guaranteed a $4 million 1988 industrial revenue bond (approximately $2.45 million due at August 31, 1996) and an approximately $3.4 million Auburn Hills, Michigan facility mortgage (approximately $2.6 million outstanding at that date). Morean, Petersen, and Beth M.

Manning guaranteed a $1.88 million 1983 industrial revenue bond for the St. Petersburg facility (approximately $226,000 outstanding). The company states that the guarantors received no consideration. The filing also notes that the company was still reviewing whether Section 16(a) filings were made on time for fiscal 1996.

02—Key points

Key Highlights

  1. Filing supplies Part III items (directors, executive compensation, ownership, related transactions) for the fiscal year ended August 31, 1996, because the proxy statement was not filed within 120 days of fiscal year-end.
  2. William D. Morean, CEO and Chairman, beneficially owns 7,495,762 shares, or 41.8%, of common stock; Audrey M. Petersen owns 20.5%.
  3. All directors and executive officers as a group beneficially owned 9,355,491 shares, or 52.2%.
  4. Morean and Thomas A. Sansone each received a $400,000 bonus in fiscal 1996; Ronald J. Rapp, CFO, received $121,015 in bonus.
  5. Morean and Sansone jointly guaranteed a $4 million 1988 industrial revenue bond and a mortgage on the Auburn Hills, Michigan facility, with no consideration paid to guarantors.
  6. As of November 22, 1996, 17,905,823 common shares were outstanding; non-affiliate market value was approximately $242,276,302.
  7. The company was still reviewing whether Section 16(a) ownership reports were filed on time for fiscal 1996.

03—Questions

Frequently Asked Questions

  1. Who controls Jabil Circuit and how much stock do insiders hold?

    William D. Morean beneficially owns 41.8% of common stock and Audrey M. Petersen owns 20.5%, based on December 6, 1996 ownership figures. Thomas A. Sansone owns 8.2%. All directors and executive officers as a group hold 52.2%.

  2. What were the top executives paid in fiscal 1996?

    Morean and Sansone each had a $200,000 salary and a $400,000 bonus in fiscal 1996. Rapp had a $130,000 salary and $121,015 bonus, and Timothy L. Main had a $135,000 salary and $123,340 bonus. Non-employee directors receive $5,000 per calendar quarter plus expense reimbursement and may receive stock options.

  3. Are there related-party guarantees or transactions?

    Yes. Morean and Sansone guaranteed a $4 million 1988 industrial revenue bond (about $2.45 million due at August 31, 1996) and a roughly $3.4 million Auburn Hills mortgage (about $2.6 million outstanding). Morean, Petersen, and Beth M. Manning guaranteed a $1.88 million 1983 industrial revenue bond for the St. Petersburg facility (about $226,000 outstanding). The guarantors received no payment. Future transactions with insiders must be approved by a majority of the board, including independent directors.

  4. Why was this Part III information filed separately?

    The company could not incorporate Part III information by reference from its definitive proxy statement for fiscal 1996, because that proxy statement was not filed with the Commission within 120 days of August 31, 1996.

04—Continue

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