SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000.
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM __________
TO___________.
Commission File No. 0-27302
LABTEC INC.
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(Exact name of registrant as specified in its charter)
Massachusetts 04-3116697
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1499 S.E. Tech Center Place, Suite 350, Vancouver, WA 98683
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(Address of principal executive offices) Zip Code
Registrant's telephone number, including area code: (360) 896-2000
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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 such
filing requirements for the past 90 days.
Yes |X| No |_|
There were 4,013,590 shares of Common Stock outstanding at August 14, 2000.
<PAGE>
LABTEC INC.
INDEX
PART I - FINANCIAL INFORMATION
------------------------------
Item 1. Financial Statements
Consolidated Balance Sheets as of June 30, 2000 (unaudited)
and March 31, 2000...................................... 4
Consolidated Statements of Operations (unaudited) for the three
and nine month periods ended June 30, 2000.............. 5
Consolidated Statements of Cash Flows (unaudited) for the three
and nine month periods ended June 30, 2000.............. 6
Notes to Financial Statements (unaudited)..................... 7
Item 2. Management's Discussion and Analysis
of Financial Statements (unaudited)............................ 10
Item 3. Quantitative and Qualitative Disclosures About Market Risk......... 14
PART II - OTHER INFORMATION
-----------------------------
Item 6. Exhibits and Reports on Form 8-K................................... 15
Signatures......................................................... 18
<PAGE>
PART I. - FINANCIAL INFORMATION
Item 1. Financial Statements
--------------------
<TABLE>
<CAPTION>
Labtec Inc.
Consolidated Balance Sheets
(In thousands, except per share amounts)
Assets June 30, 2000 March 31, 2000
------ ------------- --------------
(Unaudited)
<S> <C> <C>
Current Assets:
Cash........................................................... $ 1,475 $ 1,373
Accounts receivable, net....................................... 20,479 22,120
Interest and other receivables................................. 20 16
Inventories.................................................... 16,041 13,955
Prepaid expenses............................................... 172 171
Current deferred income taxes.................................. 1,743 1,854
--------- ---------
Total current assets........................................ 39,930 39,489
Property and equipment, net....................................... 2,610 2,332
Noncurrent deferred income taxes.................................. 1,953 1,953
Debt issuance costs............................................... 2,176 2,277
Other noncurrent assets........................................... 179 180
Goodwill, net..................................................... 16,738 17,038
--------- ---------
$ 63,586 $ 63,269
========= =========
Liabilities and Shareholders' Equity (Deficit)
Current Liabilities:
Line of credit................................................. $ 11,226 $ 10,761
Current portion of long-term debt.............................. 2,688 2,900
Accounts payable............................................... 12,367 9,411
Income taxes payable........................................... 226 185
Accrued payroll and benefits................................... 813 1,359
Accrued interest............................................... 242 256
Other accrued expenses......................................... 1,430 1,539
--------- ---------
Total current liabilities................................... 28,992 26,411
Long-term debt................................................... 26,068 28,747
--------- ---------
55,060 55,158
--------- ---------
Commitments and contingencies.................................... --- ---
Shareholders' Equity (Deficit):
Preferred stock, par value $.01, 1,000 share authorized and no
shares outstanding at June 30, or March 31, 2000 --- ---
Common stock, par value $.01, 25,000 shares authorized, 4,013
shares issued and outstanding at June 30, and March 31, 2000,
respectively...................................................... 40 40
Additional paid-in capital........................................ 23,824 23,806
Accumulated deficit............................................... (15,299) (15,688)
Accumulated other comprehensive income (loss):
Cumulative foreign currency translation adjustment.......... (39) (47)
--------- ---------
8,526 8,111
--------- ---------
$ 63,586 $ 63,269
========= =========
The accompanying notes are an integral part of these financial statements
</TABLE>
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<PAGE>
Labtec Inc.
Consolidated Statements of Operations and Comprehensive Income (Loss)
(In thousands, except per share amounts)
(Unaudited)
Three Months Ended Three Months Ended
June 30, 2000 June 30, 1999
------------- -------------
Net sales $ 24,088 $ 15,512
Cost of sales 14,442 9,175
-------- --------
Gross profit 9,646 6,337
-------- --------
Operating expenses:
Selling and marketing 5,225 3,349
General and administrative 1,279 1,037
Research and development 599 498
Depreciation 377 346
Amortization of goodwill 299 817
-------- --------
7,779 6,047
-------- --------
Income from operations 1,867 290
Interest expense, net 1,172 762
Other nonoperating expense 57 27
-------- --------
Total other expense 1,229 789
-------- --------
Income (loss) before income taxes 638 (499)
Provision for income taxes 249 49
-------- --------
Net income (loss) $ 389 $ (548)
======== ========
Weighted average shares outstanding
Basic 4,011 3,453
Diluted 4,020 3,453
Net income (loss) per share
Basic $ 0.10 $ (0.16)
======== ========
Diluted $ 0.10 $ (0.16)
======== ========
Comprehensive income (loss):
Net income (loss) $ 389 $ (548)
Change in cumulative translation adjustment (1) (31)
-------- --------
Comprehensive income (loss) $ 388 $ (579)
======== ========
The accompanying notes are an integral part of these financial statements
-5-
<PAGE>
Labtec Inc.
Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
Three Months Ended June 30,
---------------------------
2000 1999
---- ----
Cash flow from operating activities
Net income (loss) $ 389 $ (548)
Adjustments to reconcile net income (loss)
to net cash provided by operating activities
Depreciation 377 346
Amortization of goodwill 300 817
Amortization of debt issuance costs 109 115
Change in deferred income taxes 111 87
Compensation expense on stock options 10 ---
Write-off of debt issuance costs --- ---
Changes in current assets and liabilities:
Accounts receivable 1,641 2,937
Inventories (2,086) 318
Interest and other receivables (4) (24)
Income taxes receivables --- 59
Prepaid expenses (1) 28
Accounts payable 2,956 (3,050)
Income taxes payable 41 ---
Accrued interest (14) 9
Accrued payroll and other expenses (655) (414)
------- -------
Net cash provided by operating activities 3,174 679
------- -------
Cash flow from investing activities
Capital expenditures (653) (299)
Other assets --- 121
------- -------
Net cash used for investing activities (653) (178)
------- -------
Cash flow from financing activities
Net increase (decrease) in short-term credit
facility 465 (800)
Repayment of long-term debt (2,891) ---
Debt issuance costs (8) ---
Proceeds from exercise of stock options 7 12
------- -------
Net cash used in financing activities (2,427) (788)
------- -------
Effect of foreign currency on cash 8 (31)
------- -------
Net increase (decrease) in cash 102 (318)
Cash at beginning of period 1,373 768
------- -------
Cash at end of period $ 1,475 $ 450
======= =======
The accompanying notes are an integral part of these financial statements
-6-
<PAGE>
Labtec Inc.
Notes to Consolidated Financial Statements
(Unaudited)
1. Basis of Presentation
The accompanying consolidated financial statements are unaudited and have been
prepared by the Company pursuant to the rules and regulations of the Securities
and Exchange Commission and in the opinion of management include all
adjustments, consisting only of normal recurring adjustments, necessary for the
fair statement of results for the interim periods. Certain information and
footnote disclosures normally included in the financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations. These consolidated financial
statements and notes should be read in conjunction with the audited financial
statements and notes thereto included in the Company's annual report on Form
10-K for the year ended March 31, 2000. The results of operations for the
interim periods are not necessarily indicative of the results for the entire
year.
Reclassifications have been made to amounts in prior years to conform to the
current year presentation. These changes had no impact on previously reported
results of operations or shareholders' equity.
2. Accounts Receivable
Accounts receivable are net of allowances for doubtful accounts and for sales
returns of $1,303 and $1,290 at June 30 and March 31, 2000, respectively. At
June 30 and March 31, 2000, 9% and 13%, respectively, of receivables were from
one customer.
3. Inventories
Inventories are manufactured by foreign factories subcontracted by the Company.
Of total inventories, $219 and $450 was in transit at June 30, and March 31,
2000, respectively.
4. Property and Equipment
Property and equipment consists of the following:
June 30, 2000 March 31, 2000
------------- --------------
Leasehold improvements $ 117 $ 256
Tooling and molds 1,603 2,588
Furniture and equipment 2,547 2,473
Retail displays 1,533 2,145
---------- ----------
5,800 7,462
Less: accumulated depreciation (3,190) (5,130)
---------- ----------
$ 2,610 $ 2,332
========== ==========
5. Stock
On December 1, 1999 the Company completed a one-for-two reverse stock split of
its common stock. Subsequent to the reverse stock split, one of the Company's
subordinate debt holders converted $1,500 principal amount of its Senior
Subordinated Note due October 1, 2005 for 262 shares of common stock. Also, the
Company's majority shareholder converted $824 of the Unsecured Subordinated
Promissory Note due February 17, 2005 and $28 of accrued interest for 149 shares
of common stock.
-7-
<PAGE>
6. Earnings Per Share
Net income (loss) per share on a diluted basis is based on the weighted average
number of shares of common stock and all potentially dilutive securities
outstanding during the periods, computed using the treasury stock method for
stock options. Given the Company's net loss for the three months ended June 30,
1999, the dilutive effect of stock options has been excluded from the
computation of the weighted average shares outstanding. For the three months
ended June 30, 2000, the dilutive impact of stock options are included in the
computation of net income per share in accordance with FAS 128. On December 1,
1999 the Company had a one-for-two reverse stock split. The weighted average
shares outstanding in 1999 have been adjusted to reflect the reverse split.
Weighted average shares outstanding consist of the following:
For the Three Months Ended
June 30,
--------
2000 1999
---- ----
Weighted average shares outstanding (basic) 4,011 3,453
Effect of dilutive stock options 9 ---
----- -----
Weighted average shares outstanding (diluted) 4,020 3,453
===== =====
7. Purchase of Connector Resources Unlimited, Inc.
On August 20, 1999, Labtec, Inc. ("Labtec") completed the acquisition of
Connector Resources Unlimited, Inc. ("CRU"). As a result, Labtec acquired all
the outstanding shares of CRU for approximately $13,146 in cash and $1,500 in
debt. Concurrent with the acquisition of CRU, Labtec entered into a $43,000
credit facility with a lender and also sold 156 shares of common stock for
$1,000. The net proceeds from the credit facility and proceeds from the stock
sale were used to retire outstanding debt and accrued interest totaling $23,400,
to pay debt issuance costs and loan fees on the new credit facility, to pay for
certain acquisition costs related to the purchase of CRU and to fund the
purchase of CRU. CRU designs, develops and markets computer peripheral products
principally in North America. The acquisition was accounted for as a purchase
and therefore the operations of CRU have been included with those of the Company
since August 20, 1999.
The following sets forth the reconciliation of fair value of the assets acquired
and the liabilities assumed.
Purchase price $ 14,646
Fair value of tangible assets acquired (5,338)
Liabilities assumed 2,098
Direct costs of acquisition 755
--------
Excess of purchase price over fair value of tangible assets $ 12,161
========
The excess of the purchase price over fair value of tangible assets acquired is
being amortized over an estimated useful life of twenty years.
The following unaudited pro forma information presents the results of the
Company's operations assuming the CRU acquisition occurred at the beginning of
the respective three month periods, after giving effect to adjustments for
amortization of goodwill, estimated increase in interest expense and the
estimated impact on the income tax provision.
-8-
<PAGE>
Three Months Ended
June 30,
--------
2000 1999
---- ----
(unaudited)
Net sales $ 24,088 $ 19,390
Net income (loss) 389 (222)
Net income (loss) per share:
Basic $ 0.10 $ (0.06)
Diluted 0.10 (0.06)
The unaudited pro forma financial information is not necessarily indicative of
the operating results that would have occurred had the CRU acquisition been
consummated as of the beginning of each period, nor is it necessarily indicative
of future operating results. The unaudited pro forma information should be read
in conjunction with the current report of the Company on Form 8-K dated August
20, 1999 and the current report of the Company on Form 8-K/A filed November 2,
1999.
8. Borrowings
In conjunction with the purchase of CRU in August 1999, the Company repaid its
$7,500 revolving line of credit and $19,250 long-term loan with funds obtained
from a $27,000 long-term loan and a $16,000 revolving line of credit with other
lenders. Also, a $1,500 seven and one-half year promissory note was issued to
the prior shareholders of CRU. Fees related to the extinguished credit line are
included in the extraordinary loss on extinguishment of debt. At June 30, 2000,
the long-term loans and a portion of the revolving line of credit were accruing
interest at LIBOR plus 3.25-3.50% and the remaining portion of the revolving
line of credit was accruing interest at the prime rate plus 1.75%. In December
1999, the Company entered into an interest rate swap agreement with its primary
lender in order to fix the interest rate on a portion of its long-term debt. At
June 30, 2000, the amount of debt subject to the fixed rate was $12,450, for
which the rate was 9.78%. The bank line of credit is secured by substantially
all of the Company's assets. Loan fees paid to the banks and transaction fees
relating to the term loan, revolving line of credit and promissory note were
$2,419 and have been recorded in debt issuance costs. The current line of credit
expires in September 2005 and the long-term debt expires June 30, 2005.
-9-
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
---------------------------------------------------------------
Results of Operations.
----------------------
Overview
The following discussion and analysis should be read in conjunction with the
financial statements and notes thereto appearing elsewhere herein.
This Management's Discussion and Analysis of Financial Condition and Results of
Operations contains forward-looking statements that involve a number of risks
and uncertainties. The following are among the factors that could cause actual
results to differ materially from the forward-looking statements: business
conditions and growth in the personal computer and workstation industries;
general economies, both domestic and international; lower than expected customer
orders or variations in customer order patterns; competitive factors, including
increased competition, new product offerings by competitors and pricing
pressures; the availability of parts and components; changes in product mix;
resource constraints encountered in developing new products; and product
shipment interruptions due to manufacturing difficulties. The forward-looking
statements contained in the MD&A regarding industry trends, product development
and liquidity and future business activities should be considered in light of
these factors.
Three Months Ended June 30, 2000 Compared to Three Months Ended June 30, 1999
Net sales for the three months ended June 30, 2000 increased $8,576,095 to
$24,088,354 from $15,512,259 for the period in fiscal 2000. The increase in net
sales over the periods was due to the increase in sales for the Company's
personal audio, multimedia speaker and PC Voice Access(TM) line of products, and
the addition of sales from the data storage product line. Also, the Company's
North American retail business increased substantially. The Company's largest
customer represented 9.8% of sales for the three months ended June 30, 2000, as
compared to 8.1% of sales for three months ended June 30, 1999.
Three Months Ended
June 30,
--------
(in thousands, except %)
2001 2000 %Change
---- ---- -------
Net Sales $24,088 $15,512 55%
Cost of sales increased $5,266,604 to $14,441,798 in the three months ended June
30, 2000 from $9,175,194 in the period in fiscal 2000. The increase over the
periods was primarily the result of an increase in net sales. As a percentage of
net sales, the cost of sales increased slightly to 60.0% for fiscal 2001 as
compared to 59.1% for fiscal 2000. The increase as a percentage of net sales is
attributable to airfreight expense incurred because of the shortage of PC Voice
Access(TM) products.
Three Months Ended
June 30,
--------
(in thousands, except %)
2001 2000 %Change
---- ---- -------
Cost of Sales $14,442 $9,175 57%
As a % of Net Sales 60.0% 59.1%
-10-
<PAGE>
Selling and marketing expenses increased over the periods by $1,875,363 to
$5,224,665 from $3,349,302. As a percentage of net sales, selling and marketing
expenses increased slightly to 21.7% from 21.6%. The dollar increase is
primarily a result of additional sales personnel, higher travel costs to support
the increased sales volume, increased variable costs related to the increased
sales volume, and increased marketing efforts in the North American retail
portion of the business to maintain market share in this very competitive
market.
Three Months Ended
June 30,
--------
(in thousands, except %)
2001 2000 %Change
---- ---- -------
Selling and marketing $5,225 $3,349 56%
As a % of Net Sales 21.7% 21.6%
General and administrative expenses, which include the Company's corporate
finance, legal, human resources, and administrative functions, increased over
the periods by $241,800 to $1,279,448 from $1,037,648. As a percentage of net
sales, general and administrative expenses decreased to 5.3% from 6.7%. The
dollar increase is due primarily to labor costs related to the adding personnel
for the CRU acquisition and bonuses accrued for to the Company's executives. As
a percentage of net sales, general and administrative expenses decreased
primarily due to increased net sales.
Three Months Ended
June 30,
--------
(in thousands, except %)
2001 2000 %Change
---- ---- -------
General and administrative $1,279 $1,037 23%
As a % of Net Sales 5.3% 6.7%
Research and development expenses increased over the periods by $101,006 to
$598,805 from $497,799, primarily due to the increased investment in the
development of new speaker and PC Voice Access(TM) products and to the
enhancement of current products. Also, the dollar increase reflects the
increased hiring of employees working in research and development. As a
percentage of net sales, research and development decreased primarily due to
increased net sales.
Three Months Ended
June 30,
--------
(in thousands, except %)
2001 2000 %Change
---- ---- -------
Research and development $599 $498 20%
As a % of Net Sales 2.5% 3.2%
Depreciation increased over the periods by $31,591 to $377,356 from $345,765.
The increase was primarily the result of increased capital expenditures for
tooling and molds for the new products being developed. Depreciation decreased
as a percentage of net sales primarily due to the increase in net sales.
-11-
<PAGE>
Three Months Ended
June 30,
--------
(in thousands, except %)
2001 2000 %Change
---- ---- -------
Depreciation $377 $346 9%
As a % of Net Sales 1.6% 2.2%
Amortization decreased over the periods by $517,328 to $299,370 from $816,698.
This decrease was the result of changing the Spacetec amortization of goodwill
from three (3) years to ten (10) years. Goodwill (the purchase price paid for
Spacetec and CRU in excess of the fair value of net tangible assets) is being
amortized over ten (10) years for Spacetec and twenty (20) years for CRU.
Amortization decreased as a percentage of net sales primarily due to the
increase in net sales.
Three Months Ended
June 30,
--------
(in thousands, except %)
2001 2000 %Change
---- ---- -------
Amortization $299 $817 (63%)
As a % of Net Sales 1.2% 5.3%
Interest expense increased over the periods by $410,562 to $1,171,958 from
$761,396, primarily as the result of the Company's refinancing and increasing
its debt in conjunction with the purchase of CRU. Net interest expense as a
percentage of net sales remained the same.
Three Months Ended
June 30,
--------
(in thousands, except %)
2001 2000 %Change
---- ---- -------
Interest expense, net $1,172 $762 54%
As a % of Net Sales 4.9% 4.9%
The provision for income taxes was $248,862 for the three months ended June 30,
2000, as compared to $49,299 for the same period in fiscal 2000. The primary
reason for the increase was the pre-tax income of $637,780 compared to a pre-tax
loss of $498,903 for the prior year.
Liquidity and Capital Resources
As of June 30, 2000, the Company had $1,474,985 in cash and cash equivalents and
working capital of $10,937,332. The working capital balance decrease from March
31, 2000, was primarily due to the increase in borrowing on the line of credit
and increases in accounts payable, which was partially offset, by the increase
in inventory.
Net cash provided by operating activities was $3,174,111 for the three months
ended June 30, 2000, compared to cash provided by operating activities of
$678,578 for the same period in fiscal 2000. The increase in net cash provided
by operating activities was primarily due to the increase in net income over the
prior year net loss and the increase in accounts payable, which was partially
offset by an increase in inventories.
-12-
<PAGE>
Net cash used in investing activities was $653,122 for the three months ended
June 30, 2000, compared to net cash used in investing activities of $177,558 in
fiscal 2000. The increase was primarily due to capital expenditures for the
purchase of tooling and molds for the new products being developed this fiscal
year.
Financing activities used net cash of $2,426,523 for the three months ended June
30, 2000, principally for repayment of long-term debt.
At June 30, 2000, the long-term loans were accruing interest at the LIBOR rate
plus 3.25 - 3.50%, the subordinated note at 12%, the line of credit at the prime
rate plus 1.75%, and the promissory notes at 10% and 6%, respectively. In
December 1999, the Company entered into an interest rate swap agreement with its
primary lender in order to fix the interest rate on a portion of its long-term
debt. At June 30, 2000, the amount of debt subject to the fixed rate was
$12,450,000, for which the rate was 9.78%.
The Company believes that its existing cash and revolving line of credit,
together with future funds from operations, will satisfy its need for working
capital and other cash requirements for at least the next twelve-month period.
Year 2000 Issues
The Year 2000 issue is the result of date-sensitive devices, systems and
computer programs that were deployed using two digits rather than four to define
the applicable year. Any such technologies may recognize a year containing "00"
as the year 1900 rather than the year 2000. This could result in a system
failure or miscalculation causing disruption of operations including, among
other things, a temporary inability to process transactions or engage in similar
normal business activities.
The Company did not experience any significant malfunctions or errors in its
information or business systems when the date changed from 1999 to 2000. Based
on its operations since January 1, 2000, the Company does not expect any
significant problems related to the Year 2000 issue. However, it is possible
that the full impact of the date change has not been fully recognized. For
example, it is possible that Year 2000 or similar issues, such as leap year
related problems, may occur with financial closings. The Company believes that
any such problems will be minor and easily corrected. In addition, the Company
could still be negatively impacted if the Year 2000 or similar issues adversely
affect its customers or suppliers. Currently, the Company is not aware of any
significant Year 2000 or similar problems that have arisen with its customers or
suppliers.
-13-
<PAGE>
Disclosure Regarding Private Securities Litigation Reform Act of 1995
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From time to time, the Company, through its management, may make forward-looking
public statements in press releases or other communications, such as statements
concerning then expected future revenues or earnings or alliances, product
development, and commercialization, as well as other estimates relating to
future operations. Forward-looking statements may be in reports filed under the
Securities Exchange Act of 1934, as amended, in press releases, or in oral
statements made with the approval of an authorized executive officer. The words
or phrases "believe," "will likely result," "are expected to," "will continue,"
"is anticipated," "estimate," or similar expressions are intended to identify
"forward-looking statements" within the meaning of Section 21E of the Securities
Exchange Act of 1934 and Section 27A of the Securities Act of 1933, as enacted
by the Private Securities Litigation Reform Act of 1995.
The Company wishes to caution readers not to place undue reliance on these
forward-looking statements which speak only as of the date on which they are
made. Various factors could affect the Company's financial or other performance,
and could cause the Company's actual results for future periods to differ
materially from any opinions or statements expressed with respect to future
periods or events in any current statement. These facts include, but are not
limited to: business conditions and growth in the personal computer and
workstation industries and general economies, both domestic and international;
dependence on a limited number of retail customers; dependence on a limited
number of source suppliers; lower than expected customer orders or variations in
customer order patterns due to changes in demand for customers' products and
customers' inventory levels; competitive factors, including increased
competition, new product offerings by competitors and pricing pressures; changes
in product mix; dependence on proprietary technology; assertion of intellectual
property rights by third parties; technological difficulties and resource
constraints encountered in developing new products; product shipment
interruptions and other factors discussed herein and in the Company's other
filings with the Securities and Exchange Commission.
The Company will not undertake and specifically declines any obligation to
publicly release the result of any revisions which may be made to any
forward-looking statements to reflect events or circumstances after the date of
such statements or to reflect the occurrence of anticipated or unanticipated
events which may cause management to reevaluate such forward-looking statements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
----------------------------------------------------------
None.
-14-
<PAGE>
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
<TABLE>
<CAPTION>
Number Description of Exhibit Method of Filing
------ ---------------------- ----------------
<S> <C> <C>
3.1 Restated Articles of Organization Incorporated by reference to Exhibit 3.1 to the
Company's Annual Report on Form 10-K for the
fiscal year ended March 31, 1999 (the "1999 Form
10-K")
3.2 Articles of Amendment Incorporated by reference to Exhibit 3.2 to the
1999 Form 10-K
3.3 Articles of Amendment Incorporated by reference to Exhibit 3.3 to the
Form 10-Q for the quarterly period ended
September 30, 1999
3.4 Articles of Amendment Incorporated by reference to Exhibit 3.4 to the
Company's Quarterly Report on Form 10-Q for the
fiscal quarter entded December 31, 1999
3.5 Amended and Restated By-Laws of the Company Incorporated by reference to Exhibit 3.3 to the
1999 Form 10-K
4.1 Specimen certificate for shares of common Incorporated by reference to Exhibit 4.1 to the
stock of the Company 1999 Form 10-K
10.1 Labtec Inc. Amended and Restated 1997 Employee Incorporated by reference to Exhibit 10.1 to the
Stock Option Plan 1999 Form 10-K
10.2 1997 Employee Stock Option Plan - Option Incorporated by reference to Exhibit 10.2 to the
Certificate and Agreement 1999 Form 10-K
10.3 Amended and Restated 1997 Employee Stock Incorporated by reference to Exhibit 10.3 to the
Option Plan - Option Certificate and Agreement 1999 Form 10-K
10.4 Amended and Restated Stock Option Plan Incorporated by reference to Exhibit 10.1 to the
Company's Registration Statement on Form S-1
(Commission File No. 33-98064) (the
"Registration Statement")
10.5 Amended and Restated 1995 Director Stock Incorporated by reference to Exhibit 10.2 to the
Option Plan Company's Annual Report on Form 10-K for the
fiscal year ended March 31, 1997
10.6 1995 Employee Stock Purchase Plan Incorporated by reference to Exhibit 10.3 to the
Registration Statement
</TABLE>
-15-
<PAGE>
<TABLE>
<CAPTION>
Number Description of Exhibit Method of Filing
------ ---------------------- ----------------
<S> <C> <C>
10.7 Amended and Restated Agreement and Plan of Incorporated by reference to Exhibit 2.1 to the
Merger among Spacetec IMC Corporation, SIMC Company's Current Report on Form 8-K dated
Acquisition Corporation and Labtec Inc., dated October 21, 1998 (date of earliest event
as of October 2, 1998, as amended and restated reported) filed with the Commission (File No.
as of November 13, 1998 0-27302) on November 17, 1998
10.8 Spacetec IMC Corporation Unsecured Incorporated by reference to Exhibit 10.8 to the
Subordinated Promissory Note for $1,065,000 1999 Form 10-K
dated February 17, 1999
10.9 Stock Purchase Agreement, dated as of August Incorporated by reference to Exhibit 2.1 to the
4, 1999, among the Purchaser, the Company and Company's Current Report on Form 8-K dated
each of the stockholders of Connector August 20, 1999 (date of earliest event
Resources Unlimited, Inc. reported) filed with the Commission (File No.
0-27302) on September 2, 1999 (the "1999 Form
8-K")
10.10 Promissory Note, dated as of August 20, 1999, Incorporated by reference to Exhibit 2.2 to the
issued by the Company and payable to Carl 1999 Form 8-K
Gromada, as collection agent for each of the
stockholders of Connector Resources Unlimited,
Inc.
10.11 Form of Credit Agreement, dated as of August Incorporated by reference to Exhibit 10.11 to
20, 1999, among the Company and certain the Form 10-Q for the quarterly period ended
subsidiaries, various guarantors, various September 30, 1999
lending institutions and The Chase Manhattan
Bank, as agent
10.12 Recapitalization Agreement and Plan of Merger Incorporated by reference to Exhibit 10.12 to
between Speaker Acquisition Corp. and LEI the 1999 Form 10-K
Holdings, Inc., dated as of August 26, 1997
10.13 Lease Agreement, dated April 24, 1997, between Incorporated by reference to Exhibit 10.13 to
Pacific Realty Associates, L.P., and Labtec the 1999 Form 10-K
Enterprises, Inc.
10.14 Lease Agreement, dated February 4, 1998, Incorporated by reference to Exhibit 10.14 to
between Columbia Tech Center, L.L.C., and the 1999 Form 10-K
Labtec Inc.
10.15 Labtec Enterprises, Inc. $6,000,000 Principal Incorporated by reference to Exhibit 10.16 to
Amount of Senior Subordinated Notes and 50,000 the 1999 Form 10-K
Shares of Common Stock Purchase Agreement,
dated October 7, 1997
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
Number Description of Exhibit Method of Filing
------ ---------------------- ----------------
<S> <C> <C>
10.16 Amendment to Purchase Agreement, dated as of Incorporated by reference to Exhibit 10.17 to
October 25, 1999 and effective as of August the Form 10-Q for the quarterly period ended
20, 1999, between Labtec Corporation and The September 30, 1999
KB Mezzanine Fund II, L.P.
10.17 Recognition, Non-Disturbance and Attorney Incorporated by reference to Exhibit 10.5 to the
Agreement, dated December 26, 1995, between 1996 Form 10-K
the Company and Historic Boott Mill Limited
Partnership
10.18 Royalty Agreement, dated May 29, 1991, between Incorporated by reference to Exhibit 10.6 to the
the Company and John A. Hilton Registration Statement
10.19 Resale Agreement, dated as of May 1, 1991, Incorporated by reference to Exhibit 10.8 to the
between the Company and Electronic Data Registration Statement. See also footnote 1
Systems Corporation (as successors to below.
McDonnell Douglas Corporation), as amended by
Amendment No. 1 dated December 23, 1993, and
Amendment No. 2 dated October 6, 1994
10.20 Distribution and Marketing Agreement, dated Incorporated by reference to Exhibit 10.9 to the
April 28, 1994, between the Company and Registration Statement. See also footnote 1
Sumisho Electronic Devices Corporation below.
10.21 Form of Confidentiality and Inventions Incorporated by reference to Exhibit 10.11 to
Agreement between the Company and its employees the Registration Statement.
10.22 Form of Non-Disclosure Agreement between the Incorporated by reference to Exhibit 10.12 to
Company and its consultants the Registration Statement.
10.23 Severance Agreement, dated March 18, 1998, Incorporated by reference to Exhibit 10.15 to
between the Company and Dennis T. Gain the Company's Annual Report on Form 10-K for the
fiscal year ended March 31, 1998
10.24 Employment Agreement, dated June 1, 1998, Incorporated by reference to Exhibit 10.24 to
between the Company and Gregory Jones the 1999 Form 10-K
27.1 Financial Data Schedule Filed herewith
</TABLE>
--------
(1) Certain confidential material contained in the document has been omitted and
filed separately with the Securities and Exchange Commission pursuant to Rule
406 of the Securities Act of 1933, as amended, and Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.
(b) Reports on Form 8-K
The Company has not filed any reports on Form 8-K during the
quarterly period ended June 30, 2000.
-17-
<PAGE>
SIGNATURES
----------
Pursuant to the requirements 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.
LABTEC INC.
Dated: August 14, 2000 By: /s/ Robert G. Wick
----------------------
Robert G. Wick
President and
Chief Executive Officer
-18-
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INDEX
-------------
Exhibit Number Description
-------------- -----------
<S> <C>
3.1 Restated Articles of Organization
3.2 Articles of Amendment
3.3 Articles of Amendment
3.4 Articles of Amendment
3.5 Amended and Restated By-Laws of the Company
4.1 Specimen certificate for shares of common stock of the
Company
10.1 Labtec Inc. Amended and Restated 1997 Employee Stock
Option Plan
10.2 1997 Employee Stock Option Plan - Option Certificate and
Agreement
10.3 Amended and Restated 1997 Employee Stock Option Plan
- Option Certificate and Agreement
10.4 Amended and Restated Stock Option Plan
10.5 Amended and Restated 1995 Director Stock Option Plan
10.6 1995 Employee Stock Purchase Plan
10.7 Amended and Restated Agreement and Plan of Merger
among Spacetec IMC Corporation, SIMC Acquisition
Corporation and Labtec Inc., dated as of October 2, 1998,
as amended and restated as of November 13, 1998
10.8 Spacetec IMC Corporation Unsecured Subordinated
Promissory Note for $1,065,000 dated February 17, 1999
10.9 Stock Purchase Agreement, dated as of August 4, 1999,
among the Purchaser, the Company and each of the
stockholders of Connector Resources Unlimited, Inc.
10.10 Promissory Note, dated as of August 20, 1999, issued by
the Company and payable to Carl Gromada, as collection
agent for each of the stockholders of Connector Resources
Unlimited, Inc.
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
Exhibit Number Description
-------------- -----------
<S> <C>
10.11 Form of Credit Agreement, dated as of August 20, 1999,
among the Company and certain subsidiaries, various
guarantors, various lending institutions and The Chase
Manhattan Bank, as agent
10.12 Recapitalization Agreement and Plan of Merger between
Speaker Acquisition Corp. and LEI Holdings, Inc., dated as
of August 26, 1997
10.13 Lease Agreement, dated April 24, 1997, between Pacific
Realty Associates, L.P., and Labtec Enterprises, Inc.
10.14 Lease Agreement, dated February 4, 1998, between
Columbia Tech Center, L.L.C., and Labtec Inc.
10.15 Labtec Enterprises, Inc. $6,000,000 Principal Amount
of Senior Subordinated Notes and 50,000 Shares of Common
Stock Purchase Agreement, dated October 7, 1997
10.16 Amendment to Purchase Agreement, dated as of October,
25, 1999 and effective as of August 20, 1999, between
Labtec Corporation and The KB Mezzanine Fund II, L.P.
10.17 Recognition, Non-Disturbance and Attorney Agreement,
dated December 26, 1995, between the Company and
Historic Boott Mill Limited Partnership
10.18 Royalty Agreement, dated May 29, 1991, between the
Company and John A. Hilton
10.19 Resale Agreement, dated as of May 1, 1991, between the
Company and Electronic Data Systems Corporation (as
successors to McDonnell Douglas Corporation), as amended
by Amendment No. 1 dated December 23, 1993, and
Amendment No. 2 dated October 6, 1994
10.20 Distribution and Marketing Agreement, dated April 28,
1994, between the Company and Sumisho Electronic
Devices Corporation
10.21 Form of Confidentiality and Inventions Agreement between
the Company and its employees
10.22 Form of Non-Disclosure Agreement between the Company
and its consultants
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
Exhibit Number Description
-------------- -----------
<S> <C>
10.23 Severance Agreement, dated March 18, 1998, between the
Company and Dennis T. Gain
10.24 Employment Agreement, dated June 1, 1998, between the
Company and Gregory Jones
27.1 Financial Data Schedule
</TABLE>
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