<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
(Mark One)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 30, 1996 or
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
---------- -------------
Commission file number 0-27744
PCD Inc.
(Exact name of registrant as specified in its charter)
Massachusetts 04-2604950
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2 Technology Drive, Centennial Park, Peabody, Massachusetts
(Address of principal executive offices)
01960-7977
(Zip Code)
Registrant's telephone number, including area code: 508-532-8800
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 No X
--- ---
Number of shares of common stock, $0.01 par value, outstanding
at May 1, 1996: 5,719,032
<PAGE> 2
PCD Inc.
FORM 10-Q
FOR THE QUARTER ENDED
MARCH 30, 1996
Statements in this report concerning the future financial condition,
results of operations and business of the Company are "forward-looking"
statements as defined in the Securities Act of 1933 and Securities Exchange Act
of 1934. Investors are cautioned that these forward-looking statements are
inherently uncertain, and that actual performance and results are subject to
many risk factors, including the Company's dependence on the integrated circuit
package industry, the Company's dependence on its principal customers and
independent distributors, fluctuations in demand for the Company's products,
patent litigation involving the Company, rapid technological evolution in the
electronics industry, and the like. The Company's filings with the Securities
and Exchange Commission, including its registration statement on Form S-1,
contain additional information concerning such risk factors, and copies of these
filings are available from the Company upon request and without charge.
PART I
FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
The Consolidated Balance Sheets (unaudited) at March 30, 1996 and December
31, 1995, the Consolidated Statements of Income (unaudited) and the Consolidated
Statements of Cash Flows (unaudited) for the three months ended March 30, 1996
and April 1, 1995 are presented below. See the notes to these condensed
consolidated financial statements at the end thereof.
2
<PAGE> 3
<TABLE>
PCD Inc.
CONSOLIDATED BALANCE SHEETS
(Condensed and unaudited)
(Dollars in thousands)
<CAPTION>
3/30/96 12/31/95
------- --------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents.............. $ 4,725 $ 3,958
Accounts receivable - trade, net....... 3,664 3,564
Inventory.............................. 2,838 2,867
Prepaid expenses and other current
assets............................. 142 399
------- -------
Total current assets............ 11,369 10,788
Equipment and improvements
Equipment and improvements............. 9,174 8,680
Accumulated depreciation............... 4,100 3,749
------- -------
Equipment and improvements, net........... 5,074 4,931
Other assets.............................. 219 210
------- -------
Total assets.................... $16,662 $15,929
======= =======
LIABILITIES & STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable, trade................ $ 573 $ 686
Accrued liabilities.................... 2,162 2,431
------- -------
Total current liabilities....... 2,735 3,117
Stockholders' equity 13,927 12,812
------- -------
Total liabilities and
stockholders' equity....... $16,662 $15,929
======= =======
</TABLE>
The accompanying notes are an integral part
of the consolidated financial statements.
3
<PAGE> 4
<TABLE>
PCD Inc.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In thousands, except per share data)
<CAPTION>
Three Months Ended
------------------
3/30/96 4/1/95
------- -------
<S> <C> <C>
Net sales.................................. $7,087 $6,022
Cost of sales.............................. 3,852 3,220
------ ------
Gross profit......................... 3,235 2,802
Operating expenses........................ 1,495 1,153
------ ------
Income from operations............... 1,740 1,649
Other income, net......................... 54 25
------ ------
Income before income taxes........... 1,794 1,674
Provision for income taxes................ 664 690
------ ------
Net income................................ $1,130 $ 984
====== ======
Net income per share...................... $ 0.21 $ 0.20
====== ======
Weighted average number of common and
common equivalent shares
outstanding.......................... 5,320 4,930
====== ======
</TABLE>
The accompanying notes are an integral part
of the consolidated financial statements.
4
<PAGE> 5
<TABLE>
PCD Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Condensed and unaudited)
(Dollars in thousands)
<CAPTION>
THREE MONTHS ENDED
------------------
3/30/96 4/1/95
------- ------
<S> <C> <C>
Cash flows from operating activities:
Net income................................. $1,130 $ 984
Adjustments to reconcile net income to
net cash provided by operating activities
Depreciation............................ 351 280
Amortization of deferred compensation... 15 8
Changes in operating assets and liabilities
Accounts receivable - trade, net...... (100) (786)
Inventory............................. 29 (54)
Prepaid expenses and other
current assets...................... 257 (2)
Other assets.......................... (9) (9)
Accounts payable...................... (113) 31
Accrued liabilities (313) 376
------ ------
Net cash provided by operating
activities....................... 1,247 828
Cash flows from investing activities:
Capital expenditures, net................. (494) (536)
Cash flows from financing activities:
Exercise of common stock options.......... 14 -
Principal payment under long-term
debt obligations....................... - (23)
------ ------
Net cash provided by (used in)
financing activities............. 14 (23)
------ ------
Net increase in cash 767 269
Cash and cash equivalents at beginning
of period................................... 3,958 928
------ ------
Cash and cash equivalents at end of period... $4,725 $1,197
====== ======
</TABLE>
The accompanying notes are an integral part
of the consolidated financial statements.
5
<PAGE> 6
PCD Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(March 30, 1996 Unaudited)
Note 1. INTERIM FINANCIAL STATEMENTS
The condensed financial statements included herein have been prepared by
the Company, without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to such
rules and regulations, although the Company believes that the disclosures are
adequate to make the information presented not misleading. This financial data
should be read in conjunction with the audited financial statements and notes
thereto for the year ended December 31, 1995 which are included in the
prospectus dated March 27, 1996 contained in the Company's registration
statement on Form S-1. Results for the interim period presented are not
necessarily indicative of results to be anticipated for the entire year.
Note 2. NET INCOME PER SHARE
Net income per common share is computed using the weighted average number
of shares of common stock outstanding and dilutive common stock equivalents from
the exercise of stock options (using the treasury stock method). Pursuant to
Securities and Exchange Commission Staff Accounting Bulletin No. 83, common and
common equivalent shares issued during the twelve month period preceding the
date of the initial filing on February 12, 1996, of the registration statement
relating to the Company's initial public offering have been included in the
calculation using the treasury stock method at the offering price ($11 per
share), as if they were outstanding for all periods prior to January 1, 1996.
Fully diluted and primary net income per common share were the same for each
period presented.
<TABLE>
Note 3. INVENTORY
<CAPTION>
(In Thousands)
3/30/96 12/31/95
------- --------
<S> <C> <C>
Inventories
Raw materials and
finished subassemblies............. $1,669 $1,945
Work in process...................... 485 260
Finished goods....................... 684 662
------ ------
Total.............................. $2,838 $2,867
====== ======
</TABLE>
6
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Note 4. SUBSEQUENT EVENT
On April 1, 1996, the Company sold 1,100,000 shares of its common stock and
received net proceeds of approximately $10.5 million. These proceeds from the
Company's initial public offering (pursuant to a registration statement that was
declared effective March 26, 1996) are not reflected on the March 30, 1996
Consolidated Balance Sheet and the Consolidated Statement of Cash Flows.
Note 5. LITIGATION:
On August 21, 1995,the Company's wholly-owned subsidiary, CTi Technologies,
Inc. ("CTi"), filed an action in the United States District Court for the
District of Arizona seeking a declaratory judgment against Wayne K. Pfaff, an
individual residing in Texas ("Pfaff"), and Plastronics Socket Company, Inc., a
corporation affiliated with Pfaff, alleging and seeking a declaratory judgment
that two United States patents issued to Pfaff and relating to certain burn-in
sockets for "leadless" IC packages (the "Pfaff Leadless Patent") and ball grid
array ("BGA") IC packages (the "Pfaff BGA Patent") (collectively, the "Pfaff
Patents") are invalid and are not infringed by CTi, the products of which
include burn-in sockets for certain "leaded" packages (including Quad Flat Paks)
(the "CTi Leaded Products") and BGA packages (the "CTi BGA Products")
(collectively, the "CTi Products"). Pfaff has filed a counterclaim alleging that
CTi infringes the "Pfaff Leadless Patent" and has requested an award of damages;
the counterclaim does not allege infringement of the Pfaff BGA Patent. Pfaff has
also sought a permanent injunction against further infringement by CTi of the
Pfaff Leadless Patent.
The Company understands that Pfaff has been issued patents for the
inventions covered by the Pfaff Leadless Patents in Germany, France, Great
Britain, Japan and Malaysia (together with the United States, the "Territory").
Revenue from sales of CTi Leaded Products in the Territory in 1995 was
approximately $5.8 million, which represented approximately 23% of the Company's
net sales in 1995. Due to a shift in customer base, the Company expects that net
sales of CTi Leaded Products in the Territory, both in percentage terms and
absolute amount, will decline significantly in 1996 and beyond. The CTi BGA
Products are not expected to make a significant contribution to revenues of the
Company until years subsequent to 1996.
The Pfaff Leadless Patent has been the subject of earlier litigation
initiated by Pfaff against a burn-in connector manufacturer unrelated to the
Company, Wells Electronics, Inc. ("Wells"), in which Pfaff alleged that the
manufacture and sale of
7
<PAGE> 8
a wide range of Wells products infringed the Pfaff Leadless Patent. Included
among the Wells products covered by the Pfaff litigation was a group of burn-in
sockets produced by Wells for certain leaded packages (the "Wells Leaded
Products"). The Wells Leaded Products compete directly with CTi Leaded Products
and accept similar IC packages. The Company believes that Pfaff may assert in
CTi's litigation with Pfaff that Wells Leaded Products are similar in design to
CTi Leaded Products. In October 1995, the United States District Court for the
Northern District of Texas (the "Texas Court") found certain claims in the Pfaff
Leadless Patent to be invalid, but found other claims in the patent not to be
invalid and to be infringed by certain Wells products, including the Wells
Leaded Products. On December 19, 1995, the Texas Court issued a permanent
injunction against the manufacture and sale by Wells of the products found to be
infringing. In January 1996, the United States Court of Appeals (Federal
Circuit) stayed the injunction, pending appeal, based on its finding that Wells
had demonstrated that it is likely to succeed in its contention that the Pfaff
Leadless Patent is invalid. The Pfaff BGA Patent was not involved in the
Pfaff/Wells litigation.
The Company believes, based on the advice of counsel, that CTi has
meritorious defenses against any claim that CTi Products infringe the Pfaff
Patents, and CTi intends to prosecute and defend vigorously its position in its
declaratory judgment action and any related or subsequent litigation. Although
Wells invoked similar defenses on the Pfaff Leadless Patent in its lawsuit with
Pfaff, the Company believes that CTi will be better positioned to present these
defenses. There can be no assurance, however, that the Company or CTi will
prevail in pending or any future litigation with Pfaff, and an adverse outcome
could have a material adverse effect on the financial condition, results of
operations and business of the Company. Such adverse effect could include,
without limitation, the requirement that CTi pay substantial damages for past
infringement and an injunction against the manufacture or sale in the United
States of such products as are found to be infringing.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
FIRST QUARTER 1996
Net sales for the quarter ended March 30, 1996 were $7.1 million, an
increase of 18% from $6.0 million in the year-earlier period. This increase was
attributable to expanded sales volume in the programmable-logic interconnect
socket, industrial
8
<PAGE> 9
terminal block, and avionic terminal block and socket product categories. The
greatest portion of this expansion in volume was derived from higher volume of
programmable-logic interconnect sockets. Demand for the burn-in products has
slowed in the first quarter of 1996 with the softness in the semiconductor
market.
Customer bookings for the quarter ended March 30, 1996 were $7.8 million,
up 20% compared to orders of $6.4 million in the year-earlier period. On a
comparative basis, the increase in customer orders was due primarily to
continued growth in the programmable-logic interconnect socket line, the effect
of new products in the industrial terminal block line and the resurgence in
demand for the avionic terminal block and socket products. The Company ended the
quarter with an order backlog of $6.9 million compared to $6.2 million at the
end of the fourth quarter 1995.
Gross profits in the quarter ended March 30, 1996 amounted to $3.2 million
or 45.6% of net sales, compared to $2.8 million or 46.5% of net sales in the
year-earlier period. This reduction in gross profit as a percentage of net sales
in the quarter from the prior period relates primarily to a one-time expense for
a design change to a non-standard product in the burn-in socket product
category.
Operating expenses for the three months ended March 30, 1996 were $1.5
million, or 21.1% of net sales, an increase of $0.3 million or 30% compared to
expenses of $1.2 million or 19.1% of net sales in the year-earlier period. This
increase was in line with the Company's plan and it reflects primarily the cost
of additional staffing needed at our Phoenix Arizona facility.
Other income increased to $0.05 million for the first quarter 1996 compared
to $0.02 million for the year-earlier period. Other income consists primarily of
interest income.
The effective rate for income taxes for the quarter ended March 30, 1996
declined to 37% from 41.3% for the year-earlier period. The effective rate for
income taxes was due to the application of the appropriate effective tax rates
for each of the state tax jurisdictions in which the Company operates.
MATERIAL CHANGES IN FINANCIAL CONDITION
As of March 30, 1996, the Company had cash and cash equivalents of
approximately $4.7 million and working capital of approximately $8.6 million.
Cash provided by operating activities totaled $1.2 million for the quarter ended
March 30, 1996 compared to $0.8 million in the year-earlier period.
Capital expenditures were $0.5 million for the first quarter
9
<PAGE> 10
1996 and are expected to reach $2.2 million this year, down slightly from $2.5
million last year. The Company projects the level of capital expenditures to
attain $3.0 million in 1997.
Net proceeds of approximately $10.5 million from the sale of 1,100,000
shares was received on April 1, 1996, which corresponds to the Company's second
fiscal quarter. The Company believes that funds generated from operations
together with the net proceeds of the offering and existing cash balances will
be sufficient to meet the Company's cash requirements at least through fiscal
1996.
10
<PAGE> 11
PCD Inc.
PART II
OTHER INFORMATION
Item 1. Legal Proceeding
On August 21, 1995,the Company's wholly-owned subsidiary, CTi Technologies,
Inc. ("CTi"), filed an action in the United States District Court for the
District of Arizona seeking a declaratory judgment against Wayne K. Pfaff, an
individual residing in Texas ("Pfaff"), and Plastronics Socket Company, Inc., a
corporation affiliated with Pfaff, alleging and seeking a declaratory judgment
that two United States patents issued to Pfaff and relating to certain burn-in
sockets for "leadless" IC packages (the "Pfaff Leadless Patent") and ball grid
array ("BGA") IC packages (the "Pfaff BGA Patent") (collectively, the "Pfaff
Patents") are invalid and are not infringed by CTi, the products of which
include burn-in sockets for certain "leaded" packages (including Quad Flat Paks)
(the "CTi Leaded Products") and BGA packages (the "CTi BGA Products")
(collectively, the "CTi Products"). Pfaff has filed a counterclaim alleging that
CTi infringes the "Pfaff Leadless Patent" and has requested an award of damages;
the counterclaim does not allege infringement of the Pfaff BGA Patent. Pfaff has
also sought a permanent injunction against further infringement by CTi of the
Pfaff Leadless Patent.
The Company understands that Pfaff has been issued patents for the
inventions covered by the Pfaff Leadless Patents in Germany, France, Great
Britain, Japan and Malaysia (together with the United States, the "Territory").
Revenue from sales of CTi Leaded Products in the Territory in 1995 was
approximately $5.8 million, which represented approximately 23% of the Company's
net sales in 1995. Due to a shift in customer base, the Company expects that net
sales of CTi Leaded Products in the Territory, both in percentage terms and
absolute amount, will decline significantly in 1996 and beyond. The CTi BGA
Products are not expected to make a significant contribution to revenues of the
Company until years subsequent to 1996.
The Pfaff Leadless Patent has been the subject of earlier litigation
initiated by Pfaff against a burn-in connector manufacturer unrelated to the
Company, Wells Electronics, Inc. ("Wells"), in which Pfaff alleged that the
manufacture and sale of a wide range of Wells products infringed the Pfaff
Leadless Patent. Included among the Wells products covered by the Pfaff
litigation
11
<PAGE> 12
was a group of burn-in sockets produced by Wells for certain leaded packages
(the "Wells Leaded Products"). The Wells Leaded Products compete directly with
CTi Leaded Products and accept similar IC packages. The Company believes that
Pfaff may assert in CTi's litigation with Pfaff that Wells Leaded Products are
similar in design to CTi Leaded Products. In October 1995, the United States
District Court for the Northern District of Texas (the "Texas Court") found
certain claims in the Pfaff Leadless Patent to be invalid, but found other
claims in the patent not to be invalid and to be infringed by certain Wells
products, including the Wells Leaded Products. On December 19, 1995, the Texas
Court issued a permanent injunction against the manufacture and sale by Wells of
the products found to be infringing. In January 1996, the United States Court of
Appeals (Federal Circuit) stayed the injunction, pending appeal, based on its
finding that Wells had demonstrated that it is likely to succeed in its
contention that the Pfaff Leadless Patent is invalid. The Pfaff BGA Patent was
not involved in the Pfaff/Wells litigation.
The Company believes, based on the advice of counsel, that CTi has
meritorious defenses against any claim that CTi Products infringe the Pfaff
Patents, and CTi intends to prosecute and defend vigorously its position in its
declaratory judgment action and any related or subsequent litigation. Although
Wells invoked similar defenses on the Pfaff Leadless Patent in its lawsuit with
Pfaff, the Company believes that CTi will be better positioned to present these
defenses. There can be no assurance, however, that the Company or CTi will
prevail in pending or any future litigation with Pfaff, and an adverse outcome
could have a material adverse effect on the financial condition, results of
operations and business of the Company. Such adverse effect could include,
without limitation, the requirement that CTi pay substantial damages for past
infringement and an injunction against the manufacture or sale in the United
States of such products as are found to be infringing.
Item 2. Changes in Securities
On March 26, 1996, the Securities and Exchange Commission declared
effective the Company's registration statement relating to the initial public
offering of 2,113,280 shares of common stock, of which, 1,100,000 shares were
sold by the Company, at an offering price of $11.00 per share. This offering
closed on April 1, 1996.
At a special meeting of the stockholders of the Company on February 7,
1996, the following actions regarding the capital structure of the Company were
approved:
12
<PAGE> 13
1. The Articles of Organization of the corporation were amended (a) to
decrease the par value of the shares of the corporation's common stock from
$.10 per share to $.01 per share; (b) to provide that the authorized
capital stock of the corporation shall consist of 25,000,000 shares of
common stock, $.01 par value per share, and 1,000,000 shares of preferred
stock, $.10 par value per share; and (c) to authorize the board of
directors of the corporation to issue any and all of the authorized and
unissued shares of such common stock and such preferred stock and to
establish and designate one or more series of preferred stock and to
determine the preferences, voting powers, qualifications and special or
relative rights or privileges of each such series; and
2. A plan of reorganization was adopted whereby each share of common stock,
$.10 par value per share, of the corporation issued and outstanding
(including shares held by the corporation as treasury shares) as of the
close of business on the date of the filing of the Articles of Amendment
was changed into twelve (12) fully paid and non-assessable shares of common
stock, $.01 par value per share, of the corporation; that all certificates
for shares of common stock, $.10 par value per share, of the corporation.
Item 4. Submission of Matters to a Vote of Security Holders
At a special meeting of the stockholders of the Company on February 7,
1996, the following votes were taken:
1. The corporation's Articles of Organization were amended to change the
name of the corporation to PCD Inc.
Shares Voted (pre-split)
------------------------
Abstentions
and broker
For Against Withheld non-votes
--- ------- -------- ----------
367,461 -- -- 15,625
2. The Articles of Organization of the corporation were amended (a) to
decrease the par value of the shares of the corporation's common stock from
$.10 per share to $.01 per share; (b) to provide that the authorized
capital stock of the corporation shall consist of 25,000,000 shares of
common stock, $.01 par value per share, and 1,000,000 shares of preferred
stock, $.10 par value per share; and (c) to authorize the board of
directors of the corporation to issue
13
<PAGE> 14
any and all of the authorized and unissued shares of such common stock and
such preferred stock and to establish and designate one or more series of
preferred stock and to determine the preferences, voting powers,
qualifications and special or relative rights or privileges of each such
series.
Shares Voted (pre-split)
------------------------
Abstentions
and broker
For Against Withheld non-votes
--- ------- -------- -----------
367,461 -- -- 15,625
3. A plan of reorganization was adopted whereby each share of common stock,
$.10 par value per share, of the corporation issued and outstanding
(including shares held by the corporation as treasury shares) as of the
close of business on the date of the filing of the Articles of Amendment
was changed into twelve (12) fully paid and non-assessable shares of common
stock, $.01 par value per share, of the corporation.
Shares Voted (pre-split)
------------------------
Abstentions
and broker
For Against Withheld non-votes
--- ------- -------- -----------
367,461 -- -- 15,625
At the 1996 annual meeting of the stockholders of the Company on March 8,
1996, the following votes were taken:
1. Amended and restated articles of organization of the corporation were
adopted and approved. (A copy has been previously filed and is incorporated
in this report by reference.)
Shares Voted
------------
Abstentions
and broker
For Against Withheld non-votes
--- ------- -------- -----------
4,541,532 -- -- 67,500
2. Amended and restated by-laws of the corporation were
14
<PAGE> 15
approved. (A copy has been previously filed and is incorporated in this
report by reference.)
Shares Voted
------------
Abstentions
and broker
For Against Withheld non-votes
--- ------- -------- -----------
4,541,532 -- -- 67,500
3. The number of directors for the ensuing year was fixed at five.
Shares Voted
------------
Abstentions
and broker
For Against Withheld non-votes
--- ------- -------- -----------
4,541,532 -- -- 67,500
4. Five (5) directors were elected to hold office for the terms indicated,
as follows:
Shares Voted
------------
Abstentions
and broker
For Against Withheld non-votes
--- ------- -------- -----------
4,541,532 -- -- 67,500
Harold F. Faught 4,541,532 -- -- 67,500
Bruce E. Elmblad 4,541,532 -- -- 67,500
C. Wayne Griffith 4,541,532 -- -- 67,500
John L. Dwight, Jr. 4,541,532 -- -- 67,500
Theodore C. York 4,535,532 -- 6,000 67,500
Expiration of term:
annual meeting of stockholders
to be held in
------------------------------
Harold F. Faught 1997
Bruce E. Elmblad 1998
C. Wayne Griffith 1998
John L. Dwight, Jr. 1999
Theodore C. York 1999
15
<PAGE> 16
5. The 1992 Stock Option Plan, as amended, was approved. (A copy has been
previously filed and is incorporated in this report by reference.)
Shares Voted
------------
Abstentions
and broker
For Against Withheld non-votes
--- ------- -------- -----------
Shares: 4,541,532 -- -- 67,500
6. The PCD 1996 Stock Plan was approved. (A copy has been previously filed
and is incorporated in this report by reference.)
Shares Voted
------------
Abstentions
and broker
For Against Withheld non-votes
--- ------- -------- -----------
Shares: 4,541,532 -- -- 67,500
7. The PCD 1996 Eligible Directors Stock Plan was approved. (A copy has
been previously filed and is incorporated in this report by reference.)
Shares Voted
------------
Abstentions
and broker
For Against Withheld non-votes
--- ------- -------- -----------
Shares: 4,541,532 -- -- 67,500
8. The selection by the board of directors of the firm of Coopers & Lybrand
L.L.P. as the independent auditors of the corporation for the fiscal year
ending December 31, 1996 was approved.
Shares Voted
------------
Abstentions
and broker
For Against Withheld non-votes
16
<PAGE> 17
--- ------- -------- -----------
4,541,532 -- -- 67,500
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
3.2* Restated Articles of Organization of Registrant, as amended.
3.4* By-Laws of Registrant, as amended.
10.3* Registrant's 1992 Stock Option Plan and related forms of stock
option agreement.
10.4* Registrant's 1996 Stock Plan and related forms of stock option
agreement.
10.5* Registrant's 1996 Eligible Directors Stock Plan and related form of
stock option agreement.
11.1 Statement re computation of per share earnings.
21.1 Subsidiaries of Registrant.
27.1 Financial Data Schedule.
* A copy has been previously filed on Form S-1 and is incorporated
in this document by reference.
(b) Reports on Form 8-K
There were no reports on Form 8-K filed during the period ended March 30,
1996.
17
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S I G N A T U R E S
Pursuant to the requirements 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.
PCD INC.
(Registrant)
Dated: May 9, 1996 /s/ John L. Dwight, Jr.
----------- ------------------------
John L. Dwight, Jr.
Chairman of the Board, Chief
Executive Officer and
President (Principal Executive
Officer)
Dated: May 9, 1996 /s/ Mary L. Mandarino
----------- ------------------------
Mary L. Mandarino
Vice President, Finance and
Administration, Chief
Financial Officer and
Treasurer (Principal Financial
and Accounting Officer)
Exhibit Index
- - -------------
Exhibit
Number Description
- - ------- -----------
11.1 Statement re computation of per share earnings.
21.1 Subsidiaries of Registrant.
27.1 Financial Data Schedule.
18
<PAGE> 1
<TABLE>
Exhibit 11.1
PCD Inc.
STATEMENT RE COMPUTATION OF EARNINGS PER SHARE (1)
<S> <C>
For the quarter ended March 30, 1996
Common stock outstanding,
beginning of the period...................... 4,597,032
Weighted average common stock issued
during the period............................ 7,333
Dilutive effect of common stock equivalents.... 715,976
---------
Weighted average number of common and common
equivalent shares outstanding................ 5,320,341
=========
For the quarter ended April 1, 1995
Common stock outstanding,
beginning of the period...................... 4,561,032
Cheap stock outstanding during the period (2).. 70,364
Weighted average common stock issued
during the period............................ -
Dilutive effect of common stock equivalents.... 299,078
---------
Weighted average number of common and common
equivalent shares outstanding................ 4,930,474
=========
<FN>
(1) All common and common equivalent shares have been restated to reflect a
12-for-1 capital stock split in 1996.
(2) In accordance with the Securities and Exchange Commission Staff Accounting
Bulletin No. 83, issuances of common stock and common stock equivalents during
the twelve month period preceding the date of the initial filing on February 12,
1996, of the registration statement relating to the Company's initial public
offering have been included in the calculation using the treasury stock method
at the public offering price ($11 per share), as if they were outstanding for
all periods prior to January 1, 1996.
</TABLE>
19
<PAGE> 1
EXHIBIT 21.1
Subsidiaries of the Registrant
CTi Technologies, Inc., a Massachusetts corporation
PCD Securities Corp., a Massachusetts corporation
20
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-30-1996
<EXCHANGE-RATE> 1
<CASH> 4,725
<SECURITIES> 0
<RECEIVABLES> 3,915
<ALLOWANCES> 251
<INVENTORY> 2,838
<CURRENT-ASSETS> 11,369
<PP&E> 9,174
<DEPRECIATION> 4,100
<TOTAL-ASSETS> 16,662
<CURRENT-LIABILITIES> 2,735
<BONDS> 0
<COMMON> 46
0
0
<OTHER-SE> 13,881
<TOTAL-LIABILITY-AND-EQUITY> 16,662
<SALES> 7,087
<TOTAL-REVENUES> 7,087
<CGS> 3,852
<TOTAL-COSTS> 3,852
<OTHER-EXPENSES> 1,495
<LOSS-PROVISION> 60
<INTEREST-EXPENSE> 1
<INCOME-PRETAX> 1,794
<INCOME-TAX> 664
<INCOME-CONTINUING> 1,130
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,130
<EPS-PRIMARY> .21
<EPS-DILUTED> .21
</TABLE>
