<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] Quarterly report under Section 13 or 15 (d) Of The Securities Exchange Act
of 1934
For the quarterly period ended: June 30, 1997
[ ] Transition report under Section 13 or 15(d) of The Securities Exchange Act
Of 1934
For the transition period from to .
--------- -----------
Commission File Number: 001-11835
The American Materials & Technologies Corporation
(Exact Name of Small Business Issuer as Specified in Its Charter)
Delaware 33-0659916
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
5915 Rodeo Road
Los Angeles, CA 90016
(Address of Principal Executive Offices)
(310) 841-5200
(Issuer's Telephone Number, Including Area Code)
Check whether the issuer (1) 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
--- ---
APPLICABLE ONLY TO ISSUERS INVOLVED IN
BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by the court.
Yes No
-------- --------
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date: Common Stock, $0.01 par value per
share, 4,393,554 shares issued and outstanding on July 31, 1997.
Transitional Small Business Disclosure Format (check one): Yes No X
--- ---
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THE AMERICAN MATERIALS & TECHNOLOGIES CORPORATION
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements:
Consolidated Balance Sheet at June 30, 1997. 3
Consolidated Statements of Operations - Three and Six Month Periods
Ended June 30, 1997 and 1996. 5
Consolidated Statements of Cash Flows - Six Month Periods
Ended June 30, 1997 and 1996. 6
Notes to Consolidated Financial Statements. 7
Item. 2 Management's Discussion and Analysis of Financial Condition and Results of Operations. 8
PART II - OTHER INFORMATION
Item 1. Legal Proceedings. 10
Item 2. Changes in Securities. 10
Item 3. Default upon Senior Securities. 10
Item 4. Submission of Matters to a Vote of Security Holders. 10
Item 5. Other Matters. 10
Item 6. Exhibits and Reports on Form 8-K. 10
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THE AMERICAN MATERIALS & TECHNOLOGIES CORPORATION
CONSOLIDATED BALANCE SHEET
(000'S)
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<CAPTION>
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June 30,
ASSETS 1997
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Current assets
Cash $ 0
Accounts receivable, net of allowance for doubtful accounts of $126 5,870
Inventories 3,148
Prepaid expenses and other current assets 516
-------
Total Current Assets 9,534
-------
Property and equipment, less accumulated depreciation and amortization of $1,000 6,351
Goodwill 7,598
Other assets 1,137
-------
$24,620
=======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable $ 2,822
Accrued liabilities 1,591
Current portion of loans due to bank 212
Current portion of subordinated notes 1,220
Taxes payable 329
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Total Current Liabilities 6,174
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Term loan-bank 780
Revolving credit facility-bank 4,312
Subordinated notes 233
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Total Liabilities 11,499
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Stockholders' equity:
Preferred stock, par value $0.01 per share, 5,000,000 shares authorized; issued and outstanding, none --
Common stock par value $.01 per share, authorized 15,000,000; issued and outstanding 4,393,554 44
Additional paid-in capital 11,713
Retained earnings 1,364
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Total Stockholders' Equity 13,121
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$24,620
=======
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THE AMERICAN MATERIALS & TECHNOLOGIES CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(000'S)
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<CAPTION>
Three Months Ended June 30, Six Months Ended June 30,
1997 1996 1997 1996
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Net sales $ 9,396 5,418 $ 16,548 10,669
Cost and expenses
Materials 3,877 2,769 7,261 5,201
Manufacturing 2,524 1,395 4,293 2,748
Selling, general and administrative 2,154 774 3,587 1,599
Research and development 373 107 666 201
-------- -------- -------- --------
8,928 5,045 15,807 9,749
-------- -------- -------- --------
Income from operations 468 373 741 920
Other income (expense)
Interest income -- -- 81 --
Interest expense (160) (183) (244) (370)
Royalty and other income 145 -- 145 --
Minority interest in subsidiary loss 33 -- 103 --
-------- -------- -------- --------
Income before income taxes 486 190 826 550
Provision for income taxes 53 51 119 165
-------- -------- -------- --------
Net Income $ 433 139 $ 707 385
======== ======== ======== ========
Per Share:
Net Income $ 0.10 0.07 $ 0.16 0.20
Weighted average number of common shares 4,555 1,904 4,506 1,891
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5
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THE AMERICAN MATERIALS & TECHNOLOGIES CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
(unaudited)
(000'S)
<TABLE>
<CAPTION>
Six Months Ended June 30,
1997 1996
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Cash provided by (used for) operations:
Net income (loss) $ 707 $ 246
Adjustments to reconcile net income (loss)
to net cash used in operating activities:
Depreciation and amortization 512 136
Non-cash interest expense 81 20
Minority interest in subsidiary loss 103
(Increase) decrease in current assets:
Accounts receivable (2,045) (952)
Inventory (1,692) (68)
Prepaid expenses and other current assets 4 (59)
Increase (decrease) in current liabilities:
Accounts payable 865 (209)
Accrued liabilities 197 248
Taxes payable 111 114
Increase (decrease) in other assets (774) 92
-------------------------
Net cash provided by (used for) operating activities: (1,931) (432)
-------------------------
Cash used for investing activities:
Cash paid for acquisition net of $269 cash acquired (6,502)
Capital expenditures & Assets Purchased in Acquisitions (2,461) (40)
-------------------------
Net cash used for investing activities (8,963) (40)
-------------------------
Cash provided by (used for) financing activities
Borrowings under revolving credit 26,854 2,722
Repayments under revolving credit (22,542)
Borrowings of term loan-bank 544 (28)
Borrowings under subordinated notes 1,383
Net cash provided by financing activities 6,239 2,694
-------------------------
Net increase (decrease) in cash (4,655) (173)
Cash at beginning of period 4,655 174
-------------------------
Cash at the end of period $ 0 $ 1
=========================
Supplementary Information
Cash paid for interest $ 163 $ 74
Cash paid for taxes $ 2 $ 3
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6
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THE AMERICAN MATERIALS & TECHNOLOGIES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE AND SIX MONTHS PERIODS ENDED JUNE 30, 1997 AND 1996
1. BASIS OF PRESENTATION
The information contained in these unaudited consolidated financial
statements is condensed from that which would appear in the Company's annual
consolidated financial statements. Accordingly, the consolidated financial
statements included herein should be read in conjunction with Form 10-KSB and
the consolidated financial statements of December 31, 1996. The unaudited
consolidated financial statements as of June 30, 1997 and 1996 and for the three
and six month periods then ended include all adjustments (consisting of normal
recurring adjustments) considered necessary for a fair presentation. The results
of operations for interim periods are not necessarily indicative of the results
which may be expected for the entire year. The preparation of financial
statements in conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the amounts reported in
the financial statements and accompanying notes. Actual results could differ
from these estimates.
The consolidated financial statements include the accounts of the Company,
Culver City Composites Corporation and Grafalloy Corporation, its wholly owned
subsidiaries, and Carbon Design Partnership Limited, a majority owned
subsidiary, from the dates of acquisition. All significant intercompany accounts
and transactions have been eliminated.
2. PURCHASE OF GRAFALLOY L.P.
On February 27, 1997, the Company acquired all of the assets and assumed
certain liabilities of Grafalloy L.P. (the "Seller"), a manufacturer of graphite
golf shafts in a business combination accounted for by the purchase method. The
purchase price of approximately $9.2 million included a cash payment to the
Seller of approximately $6.4 million and acquisition costs of approximately
$315,000. In addition, the Company issued 179,492 shares of common stock to the
Seller, and issued three notes to the Seller in the aggregate principal amount
of approximately $1.7 million, of which $747,254 bears interest of the rate of
12% and the remainder bear interest at the rate of 7%. An $800,000 note is due
13 months after the date of the acquisition. A $747,254 note is due as follows:
$300,000 which was paid in May 1997 with the balance due in two equal
installments 9 and 18 months after the date of the acquisition. A $175,000 note
is due as follows: $5,000 per month, with a final balloon payment 6 months after
the date of the acquisition.
3. CREDIT FACILITIES
In April 1997, the Company renegotiated its credit facilities to reduce
interest rates and to increase the amount to $10,140, consisting of a $7,440
credit facility based upon accounts receivable and inventory levels, a $1,000
term loan and a $1,700 standby term loan which is available to finance capital
expenditures.
4. STOCK OPTIONS
During 1997, options to purchase 337,813 shares of common stock at prices
ranging from $4.00 to $6.25 per share were granted pursuant to the Company's
1996 and 1997 Stock Option Plans, including options to purchase up to 160,000
shares issued on May 30, 1997 to three directors of the Company at an exercise
price of $4.88 per share. At June 30, 1997, there were 4,587 shares available
for future grants.
7
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with the
Condensed Consolidated Financial Statements and Notes thereto. All dollars
amounts are in thousands.
OVERVIEW
AMT was incorporated in Delaware on March 29, 1995 and operates in the
advanced materials and technologies industries. It acquired Culver City
Composites Corporation ("CCC") on December 19, 1995, Carbon Design Partnership
Limited ("Carbon Design") on November 22, 1996, and Grafalloy Corporation
("Grafalloy") on February 27, 1997. The following discussion reviews the
financial results of the Company for the three and six month periods ended June
30, 1997 and 1996.
The Company's quarterly operating results can vary depending upon the
availability and prices of raw materials (particularly carbon fiber), and the
receipt and timing of large orders from its customers. There can be no assurance
that it will continue to obtain such raw materials at commercially viable prices
or orders from these customers sufficient to enable it to operate profitably,
or that such orders, if obtained, will occur in a manner which will allow the
Company to report consistent quarterly results. For example, the Company has
been anticipating a large order on which it expects to start billing in the
third quarter. If the order is not received, or is received too late to be
billed in the third or fourth quarters, or if raw materials are unavailable at
expected prices, operating results for those periods could be negatively
impacted.
RESULTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 1997 AND JUNE 30, 1996
Sales were $9,396 (compared to $5,418), an increase of $3,978 or 73% over the
corresponding period in 1996. The acquisitions of Carbon Design and Grafalloy
accounted for the majority of this increase and volume increases accounted for
the remainder.
The gross profit margin was $2,995, or 32% of sales (compared to $1,254 or
23% of sales in 1996), an increase of $1,741 or 138% over the corresponding
period of 1996. The improved gross profit margin resulted from a reduction in
material costs to 41% of sales compared to 51% in 1996 due to (1) a change in
product mix, (2) the inclusion of the golf shaft business in 1997 and not in
1996, and (3) a one-time reversal of part of the provision for obsolete
inventory.
Manufacturing costs as a percentage of sales increased to 27% for the period
compared to 26% for the corresponding period in 1996 due to a slight increase in
fixed costs.
Selling, general and administrative expenses were $2,154, an increase of
$1,380 or 178% over the corresponding period of 1996 due to the inclusion of
expenses of acquired companies and additional staff in sales, sales support,
investor relations, acquisition staff, and administrative staff. The Company
incurred these expenses in anticipation of increased sales (to both commercial
aerospace manufacturers and manufacturers of golf shafts), and in identifying
and pursuing acquisition opportunities. Failure to achieve such increased sales
or to consummate such acquisitions could have a material adverse impact on the
Company's results of operations. The costs are not recoverable.
Research and development expenses were $373, an increase of $266 or 250% over
the corresponding period of 1996. The Company has expanded and intends to
continue to expand these activities to develop new products (including the new
SuperImide(TM) 800 and Siloxirane(TM) resin systems) and to qualify its products
at its customers.
Interest expense was $160 compared to $183, a decrease of $23 or 13% over the
corresponding period of 1996, due to reduced borrowing in the 1997 period
compared to 1996. The company recorded a one time-receipt of $135 (compared to
none in 1996) as an advance on royalties to be received under a ten year
renewal of a license to a foreign company. The Company does not anticipate any
further income or expenses in connection with the license.
The tax provision is lower than the statutory rate due to the utilization of
net loss carryforward and more rapid write-off of goodwill for tax purposes
than for book.
SIX MONTHS ENDED JUNE 30, 1997 AND JUNE 30, 1996
Sales were $16,548 (compared to $10,669), an increase of $5,879 or 55% over
the corresponding period in 1996. Acquisitions accounted for majority of this
increase and volume increases accounted for the remainder. Prices remained
stable.
8
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The gross profit margin was $4,994, or 30% of sales (compared to 26% of sales
in 1996), an increase of $2,273 or 84% over the corresponding period of 1996.
The improved gross profit margin resulted from a reduction in material costs to
44% of sales compared to 49% in 1996 due to (1) a change in product mix, (2) the
inclusion of the golf shaft business in 1997 and not in 1996, and (3) a one-time
reversal of part of the provision for obsolete inventory which was no longer
necessary.
Manufacturing costs as a percentage of sales were 26% in both periods 1997
and 1996.
Selling, general and administrative expenses were $3,587, an increase of
$1,987 or 124% over the corresponding period of 1996, due to the inclusion of
expenses at acquired companies and additional staff in sales, sales support,
investor relations, acquisition staff, and administrative staff. The Company
incurred these expenses in anticipation of increased sales (to both commercial
aerospace manufacturers and manufacturers of golf shafts), and in identifying
and pursuing acquisition opportunities. Failure to achieve such increased sales
or to consummate such acquisitions could have a material adverse impact on the
Company's results of operations. The costs are not recoverable.
Research and development expenses were $666, an increase of $465 or 230% over
the corresponding period of 1996. The Company has expanded and intends to
continue to expand these activities to develop new products (including the new
SuperImide(TM) 800 and Siloxirane(TM) resin systems) and to qualify its products
at its customers.
Interest expense, net of interest income, was $163 for the first six months
of 1997 compared to $370 for the corresponding period of 1996, reflecting
reduced borrowing in the 1997 period compared to 1996 and the earnings on excess
funds in 1997. The Company recorded a one time receipt of $135 (none in 1996) as
an advance on royalties to be received under a ten year renewal of a license to
a foreign company. The Company does not anticipate any further income or
expenses in connection with the license.
The tax provision is lower than the statutory rate due to the utilization of
net loss carryforward and more rapid write-off of goodwill for tax purposes than
for book.
LIQUIDITY AND CAPITAL RESOURCES
For the six months ended June 30, 1997, cash used in operations (including
working capital acquired) was $1,931 as the increase in receivables ($2,045) and
inventories ($1,692) resulting from the increase in sales was not fully funded
by increases in liabilities. Other assets decreased $774 due principally to an
increase in deferred acquisition costs (the majority of which were associated
with the Grafalloy acquisition). In addition, the Company issued 75,000 shares
of its common stock to acquire an extension of patent rights.
Capital expenditures were $922 and assets purchased in acquisitions were
$1,539 during the first half. During the next year the Company plans to expend
over $3.0 million in equipment to produce new products and to lower its
operating costs. The Company intends to finance up to $2.5 million of these
expenditures under a new industrial development bond issue in California. To
finance the remainder it will draw down on available bank credit facilities and
use its own cash flow.
To pay for the Grafalloy acquisition, the Company used its cash and borrowed
approximately $2.3 million under its revolving line of credit with its bank.
Subsequently the Company renegotiated its bank credit facilities to reduced the
interest rates margins and to increase the amount to a total of $10,140 which
includes $7,440 revolving credit based upon inventory and receivables, $1,000
term loan, and $1,700 stand by term loan to finance capital expenditures.
The company believes that existing cash, available borrowings under the
Company's existing credit agreements and cash flows from operations will be
sufficient to meet currently projected needs for working capital and capital
expenditures. These needs do not include the impact of any acquisition the
Company may make.
FACTORS THAT MAY EFFECT FUTURE RESULTS
Except for the historical material contained herein, the matters discussed in
this report are forward-looking statements under the federal securities laws.
The Company advises readers not to place undue reliance on such statements, in
light of risks and uncertainties to which they are subject. The reader's
attention is particularly drawn to the factors discussed in the foregoing
paragraphs and the matters discussed under the caption "Risk Factors" in the
Company's Post-Effective Amendment No. 1 to Registration Statement on Form SB-2
filed with the Securities and Exchange Commission on December 27, 1996,
incorporated hereto by reference, which could affect the Company's performance,
and could cause actual results to differ materially from any forward-looking
statement with respect to future periods.
9
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PART II
Item 1. Legal Proceedings.
None.
Item 2. Changes in Securities.
None.
Item 3. Default Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
(a) The Company's annual meeting of shareholders was held on May 30, 1997.
(b) Each of Steven Georgiev, Paul W. Pendorf, Robert V. Glaser and Buster C.
Glosson were elected as directors of the Company at the annual meeting.
(c) The matters voted upon at the meeting referred to in the foregoing Item
4(a) were (i) amendment of the Company's Restated Certificate of Incorporation
to (a) divide the board of directors into three classes and (b) provide that
stockholder action only be taken at a meeting of stockholders and not by
written consent; (ii) the election of one Class I Director to serve for a term
of one year, one Class II Director to serve for a term of two years and two
Class III Directors to serve for terms of three years each or, alternatively,
the election of four directors to serve until the next annual meeting of
stockholders and until their successors are elected and qualify; (iii) approval
of the Company's 1997 Stock Option Plan (the "Plan"); and (iv) ratification of
the selection of Feldman Radin & Co., P.C. as the Company's independent
auditors for 1997. With respect to the proposal to amend the Company's Restated
Certificate of Incorporation, 2,514,048 shares were voted for, 274,350 shares
were voted against and 12,825 shares abstained from voting. With respect to the
election of directors, shares were voted for (or votes were withheld) for the
four (4) nominees, all of whom were elected, as follows: Class 1: Paul W.
Pendorf - 4,052,902 (16,725); Class II: Steven Georgiev - 4,053,102 (16,525);
Class III: Robert V. Glaser - 4,022,191 (47,436); and Buster C. Glosson -
4,053,102 (16,525). With respect to approval of the 1997 Stock Option Plan,
2,449,573 shares were voted for 295,725 shares were voted against, 16,000
shares abstained from voting and there were no shares counted as broker
non-votes. As to ratification of the selection of Feldman Radin & Co., P.C. as
the Company's independent auditors for 1997, 4,051,532 shares were voted for,
9,100 shares were voted against, 8,995 shares abstained from voting and
there were no shares counted as broker non-votes.
Item 5. Other Matters.
None.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
3.2 Amended and Restated By-Laws of the Company
3.3 Certificate of Amendment of Restated Certificate of Incorporation of
the Company
4.1* Specimen certificate for the Common Stock of the Company
10.48 Addendum to Employment Agreement of Leslie Jay Cohen, Ph.D., dated
as of June 27,1997
10.49 Agreement dated May 1, 1997 between Culver City Composites
Corporation and the Stove, Furnace, Energy and Allied Appliance Workers
Division International Brotherhood of Boilermakers, Iron Ship Builders,
Blacksmiths, Forgers and Helpers, AFL-CIO, CFL, Local Lodge No. S230
10.50** 1997 Stock Option Plan.
(b) Reports on Form 8-K
None.
* Incorporated herein by reference to the Exhibits to the Company's
Registration Statement on Form SB-2 (Registration No. 333-3836)
** Incorporated herein by reference to the definitive proxy materials filed in
connection with the Company's 1997 annual meeting of stockholders held May 30,
1997.
10
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SIGNATURES
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.
THE AMERICAN MATERIALS & TECHNOLOGIES CORPORATION
Date: August 13, 1997 /s/ Paul W. Pendorf
Paul W. Pendorf
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EXHIBIT INDEX
Exhibit No. Description
3.2 Amended and Restated By-Laws of the Company
3.3 Certificate of Amendment of Restated Certificate of
Incorporation of the Company
4.1* Specimen certificate for the Common Stock of the Company
10.48 Addendum to Employment Agreement of Leslie Jay Cohen, Ph.D.,
dated as of June 27,1997
10.49 Agreement dated May 1, 1997 between Culver City Composites
Corporation and the Stove, Furnace, Energy and Allied
Appliance Workers Division International Brotherhood of
Boilermakers, Iron Ship Builders, Blacksmiths, Forgers and
Helpers, AFL-CIO, CFL, Local Lodge No. S230
10.50** 1997 Stock Option Plan.
* Incorporated herein by reference to the Exhibits to the Company's
Registration Statement on Form SB-2 (Registration No. 333-3836)
** Incorporated herein by reference to the definitive proxy materials filed in
connection with the Company's annual meeting of stockholders held May 30, 1997
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Exhibit 3.2
AMENDED AND RESTATED
BY-LAWS
OF
THE AMERICAN MATERIALS &
TECHNOLOGIES CORPORATION
As adopted on May 30, 1997
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TABLE OF CONTENTS
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Section 1. CERTIFICATE OF INCORPORATION AND BY-LAWS.................................. 1
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1.1. CONFLICTS.............................................................. 1
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1.2. REFERENCES............................................................. 1
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Section 2. OFFICES................................................................... 1
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2.1. REGISTERED OFFICE...................................................... 1
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2.2. OTHER OFFICES.......................................................... 1
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Section 3. STOCKHOLDERS.............................................................. 1
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3.1. LOCATION OF MEETINGS................................................... 1
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3.2. ANNUAL MEETING......................................................... 1
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3.3. SPECIAL MEETING IN PLACE OF ANNUAL MEETING............................. 1
------------------------------------------
3.4. NOTICE OF ANNUAL MEETING............................................... 2
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3.5. OTHER SPECIAL MEETINGS................................................. 2
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3.6. NOTICE OF SPECIAL MEETING.............................................. 2
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3.7. NOTICE OF STOCKHOLDER BUSINESS AT A MEETING OF THE STOCKHOLDERS........ 2
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3.8. STOCKHOLDER LIST....................................................... 4
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3.9. QUORUM OF STOCKHOLDERS................................................. 4
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3.10. ADJOURNMENT............................................................ 4
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3.11. PROXY REPRESENTATION................................................... 4
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3.12. INSPECTORS............................................................. 5
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3.13. ACTION BY VOTE......................................................... 5
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3.14. ACTION WITHOUT MEETINGS................................................ 5
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Section 4. DIRECTORS................................................................. 6
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4.1. NUMBER ............................................................... 6
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4.2. TENURE ............................................................... 6
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4.3. POWERS ............................................................... 6
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4.4. CHAIRMAN AND VICE-CHAIRMAN OF THE BOARD................................ 6
---------------------------------------
4.5. VACANCIES.............................................................. 6
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4.6. NOMINATION OF DIRECTORS................................................ 6
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4.7. COMMITTEES............................................................. 8
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4.8. REGULAR MEETING........................................................ 8
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4.9. SPECIAL MEETINGS....................................................... 8
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4.10. NOTICE ............................................................... 9
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4.11. QUORUM ............................................................... 9
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4.12. ACTION BY VOTE........................................................ 9
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4.13. ACTION WITHOUT A MEETING.............................................. 9
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4.14. PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE..................... 9
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4.15. COMPENSATION.......................................................... 9
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4.16. INTERESTED DIRECTORS AND OFFICERS..................................... 10
---------------------------------
4.17. RESIGNATION OR REMOVAL OF DIRECTORS................................... 10
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Section 5. NOTICES................................................................... 11
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5.1. FORM OF NOTICE......................................................... 11
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5.2. WAIVER OF NOTICE....................................................... 11
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Section 6. OFFICERS AND AGENTS....................................................... 11
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6.1. ENUMERATION; QUALIFICATION............................................. 11
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6.2. POWERS ............................................................... 12
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6.3. ELECTION............................................................... 12
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6.4. TENURE ............................................................... 12
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6.5. PRESIDENT AND VICE PRESIDENTS.......................................... 12
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6.6. CHIEF FINANCIAL OFFICER; TREASURER AND ASSISTANT TREASURERS............ 12
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6.7. SECRETARY AND ASSISTANT SECRETARIES.................................... 12
-----------------------------------
6.8. RESIGNATION AND REMOVAL................................................ 13
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6.9. VACANCIES.............................................................. 13
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Section 7. CAPITAL STOCK............................................................. 13
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7.1. STOCK CERTIFICATES..................................................... 13
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7.2. LOST CERTIFICATES...................................................... 14
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Section 8. TRANSFER OF SHARES OF STOCK............................................... 14
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8.1. TRANSFER ON BOOKS...................................................... 14
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Section 9. GENERAL PROVISIONS........................................................ 14
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9.1. RECORD DATE............................................................ 14
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9.2. DIVIDENDS.............................................................. 15
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9.3. PAYMENT OF DIVIDENDS................................................... 15
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9.4. CHECKS ............................................................... 15
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9.5. FISCAL YEAR............................................................ 16
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9.6. SEAL ............................................................... 16
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Section 10. INDEMNIFICATION.......................................................... 16
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Section 11. AMENDMENTS............................................................... 17
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SECTION 1. CERTIFICATE OF INCORPORATION AND BY-LAWS
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1.1. CONFLICTS. In the event of any conflict between the provisions of
these by-laws and the provisions of the certificate of incorporation of The
American Materials & Technologies Corporation (the "Corporation"), the
provisions of the certificate of incorporation shall govern.
1.2. REFERENCES. In these by-laws, references to the certificate of
incorporation and by-laws mean the provisions of the certificate of
incorporation of the Corporation and these by-laws, respectively, as are from
time to time in effect.
SECTION 2. OFFICES
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2.1. REGISTERED OFFICE. The registered office of the Corporation shall
be 1209 Orange Street, in the City of Wilmington, County of New Castle, State of
Delaware, and the name of its registered agent at such address is the
Corporation Trust Company.
2.2. OTHER OFFICES. The Corporation may also have offices at such other
places within or without the State of Delaware as the board of directors may
from time to time determine or the business of the Corporation may require.
SECTION 3. STOCKHOLDERS
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3.1. LOCATION OF MEETINGS. All meetings of stockholders shall be held at
such place or places within or without the State of Delaware as shall be
designated from time to time by the board of directors. Any adjourned session of
any meeting shall be held at the place designated in the vote of adjournment.
3.2. ANNUAL MEETING. The annual meeting of stockholders shall be held
11:00 a.m. on the second Tuesday in May in each year (unless that day shall be a
legal holiday at the location where the meeting is to be held, in which case the
meeting shall be held at 11:00 a.m. on the next succeeding day that is not a
legal holiday) (the "Specified Date") or at such other time and date as shall be
designated from time to time by the board of directors, at which the
stockholders shall elect a board of directors and transact such other business
as may be required by law or these by-laws or as may otherwise properly come
before the meeting.
3.3. SPECIAL MEETING IN PLACE OF ANNUAL MEETING. If the election of
directors shall not be held on the day designated by these by-laws, the
directors shall cause the election to be held as soon thereafter as convenient.
To that end, if the annual meeting is not held on the day provided in Section
3.2 or if the election of directors is not held at the annual meeting, a special
meeting of the stockholders may be held in place of such omitted meeting or
election and any business transacted or election held at such special meeting
shall have the same effect as if transacted or held at the annual meeting. In
such case all references in these by-laws to
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the annual meeting of the stockholders, or to the annual election of directors,
shall be deemed to refer to or include such special meeting. Any such special
meeting shall be called, and the purposes thereof shall be specified in the
call, as provided in Section 3.5.
3.4. NOTICE OF ANNUAL MEETING. Written notice of the annual meeting
stating the place, date and hour of the meeting shall be given to each
stockholder entitled to vote at such meeting not less than ten nor more than
sixty days before the date of the meeting. Such notice may specify the business
to be transacted and actions to be taken at such meeting. No action shall be
taken at such meeting unless such notice is given, or unless waiver of such
notice is given by the holders of outstanding stock having not less than the
minimum number of votes necessary to take such action at a meeting at which all
shares entitled to vote thereon were voted. Prompt notice of all actions taken
in connection with such waiver of notice shall be given to all stockholders not
present or represented at such meeting.
3.5. OTHER SPECIAL MEETINGS. Unless otherwise prescribed by law or by
the certificate of incorporation, special meetings of the stockholders may be
called for any purpose or purposes by the chairman of the board of directors,
the chief executive officer or the chief financial officer and shall be called
by the president or secretary or an assistant secretary at the written request
of a majority of the board of directors. Such request shall state the purpose or
purposes of the proposed meeting and the business to be transacted thereat.
3.6. NOTICE OF SPECIAL MEETING. Written notice of a special meeting
stating the place, date and hour of the meeting and the purpose or purposes for
which the meeting is called shall be given not less than ten nor more than sixty
days before the date of the meeting to each stockholder entitled to vote at such
meeting. No action shall be taken at such meeting unless such notice is given,
or unless waiver of such notice is given by the holders of outstanding stock
having not less than the minimum number of votes necessary to take such action
at a meeting at which all shares entitled to vote thereon were voted. Prompt
notice of all actions taken in connection with such waiver of notice shall be
given to all stockholders not present or represented at such meeting.
3.7. NOTICE OF STOCKHOLDER BUSINESS AT A MEETING OF THE STOCKHOLDERS
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The following provisions of this Section 3.7 shall apply to the conduct
of business at any meeting of the stockholders. (As used in this Section 3.7,
the term annual meeting shall include a special meeting in lieu of an annual
meeting.)
(a) At any meeting of the stockholders, only such business shall
be conducted as shall have been brought before the meeting (i) pursuant to the
Corporation's notice of meeting, (ii) by or at the direction of the board of
directors or (iii) by any stockholder of the Corporation who is a stockholder of
record at the time of giving of the notice provided for in paragraph (b) of this
Section 3.7, who shall be entitled to vote at such meeting and who complies with
the notice procedures set forth in paragraph (b) of this Section
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3.7.
(b) For business to be properly brought before any meeting of
the stockholders by a stockholder pursuant to clause (iii) of paragraph (a) of
this Section 3.7, the stockholder must give timely notice thereof in writing to
the secretary of the Corporation. To be timely, a stockholder's notice must be
delivered to or mailed and received at the principal executive offices of the
Corporation (i) in the case of an annual meeting (or a special meeting in lieu
of the annual meeting), not less than ninety (90) days prior to the date for
such annual meeting, regardless of any postponements, deferrals or adjournments
of that meeting to a later date; provided, however, that if the annual meeting
of stockholders or a special meeting in lieu thereof is to be held on a date
prior to the Specified Date, and if less than one hundred (100) days' notice or
prior public disclosure of the date of such annual or special meeting is given
or made, notice by the stockholder to be timely must be so delivered or mailed
and received not later than the close of business on the tenth (10th) day
following the earlier of the date on which notice of the date of such annual or
special meeting was mailed or the day on which public disclosure was made of the
date of such annual or special meeting; and (ii) in the case of a special
meeting (other than a special meeting in lieu of an annual meeting), not later
than the tenth (10th) day following the earlier of the day on which notice of
the date of the scheduled meeting was mailed or the day on which public
disclosure was made of the date of the scheduled meeting. A stockholder's notice
to the secretary shall set forth as to each matter the stockholder proposes to
bring before the meeting (i) a brief description of the business desired to be
brought before the meeting and the reasons for conducting such business at the
meeting, (ii) the name and address, as they appear on the Corporation's books,
of the stockholder proposing such business, the name and address of the
beneficial owner, if any, on whose behalf the proposal is made, and the name and
address of any other stockholders or beneficial owners known by such stockholder
to be supporting such proposal, (iii) the class and number of shares of the
Corporation which are owned beneficially and of record by such stockholder of
record, by the beneficial owner, if any, on whose behalf the proposal is made
and by any other stockholders or beneficial owners known by such stockholder to
be supporting such proposal, and (iv) any material interest of such stockholder
of record and/or of the beneficial owner, if any, on whose behalf the proposal
is made, in such proposed business and any material interest of any other
stockholders or beneficial owners known by such stockholder to be supporting
such proposal in such proposed business, to the extent known by such
stockholder.
(c) Notwithstanding anything in these by-laws to the contrary,
no business shall be conducted at a meeting except in accordance with the
procedures set forth in this Section 3.7. The person presiding at the meeting
shall, if the facts warrant, determine that business was not properly brought
before the meeting in accordance with the procedures prescribed by these
by-laws, and if the person presiding should so determine, he or she shall so
declare at the meeting and any such business not properly brought before the
meeting shall not be transacted. Notwithstanding the foregoing provisions of
this Section 3.7, a stockholder shall also comply with all applicable
requirements of the Securities Exchange Act of 1934, as
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amended (or any successor provision), and the rules and regulations thereunder
with respect to the matters set forth in this Section 3.7.
(d) This provision shall not prevent the consideration and
approval or disapproval at the meeting of reports of officers, directors and
committees of the board of directors, but, in connection with such reports, no
new business shall be acted upon at such meeting unless properly brought before
the meeting as herein provided.
3.8. STOCKHOLDER LIST. The officer who has charge of the stock record
books of the Corporation shall prepare and make, at least ten days before every
meeting of stockholders, a complete list of the stockholders entitled to vote at
the meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.
3.9. QUORUM OF STOCKHOLDERS. The holders of a majority of the stock
issued and outstanding and entitled to vote thereat, present in person or
represented by proxy, shall constitute a quorum at all meetings of the
stockholders for the transaction of business except as otherwise required by
law, the certificate of incorporation or these by-laws; provided, however, that
where a separate vote by a class or classes is required with respect to a
particular matter, a majority of the outstanding shares of such class or
classes, present in person or represented by proxy, shall constitute a quorum
entitled to take action with respect to that vote on that matter. Except as
otherwise provided by law, no stockholder present at a meeting may withhold
shares owned by such stockholder from the quorum count by declaring those shares
to be absent from the meeting.
3.10. ADJOURNMENT. Any meeting of stockholders may be adjourned from
time to time to any other time and place at which a meeting of stockholders may
be held under these by-laws, which time and place shall be announced at the
meeting, by a majority of votes cast upon the question, whether or not a quorum
is present. If a quorum shall be present or represented at any adjourned
meeting, any business may be transacted that might have been transacted at the
original meeting. If the adjournment is for more than thirty days or if a new
record date is fixed for the adjourned meeting after the adjournment, a notice
of the adjourned meeting shall be given to each stockholder of record entitled
to vote at the meeting.
3.11. PROXY REPRESENTATION. Any stockholder may authorize another person
or persons to act for such stockholder by proxy in all matters in which the
stockholder is entitled to participate, whether by waiving notice of any
meeting, objecting to or voting or
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participating at a meeting, or expressing consent or dissent without a meeting.
Every proxy must be signed by the stockholder or the stockholder's
attorney-in-fact. No proxy shall be voted or acted upon after three years from
its date unless such proxy provides for a longer period. Except as provided by
law, a revocable proxy shall be deemed revoked if the stockholder is present at
the meeting for which the proxy was given. A duly executed proxy shall be
irrevocable if it states that it is irrevocable and, if, and only as long as, it
is coupled with an interest sufficient in law to support an irrevocable power. A
proxy may be made irrevocable regardless of whether the interest with which it
is coupled is an interest in the stock itself or an interest in the Corporation
generally. The authorization of a proxy may but need not be limited to specified
action; provided, however, that if a proxy limits its authorization to a meeting
or meetings of stockholders, unless otherwise specifically provided such proxy
shall entitle the holder thereof to vote at any adjourned session but shall not
be valid after the final adjournment thereof.
3.12. INSPECTORS. If required to do so by Section 231 of the Delaware
General Corporation Law or other applicable law or regulation, the directors or
the person presiding at the meeting shall appoint one or more inspectors of
election and any substitute inspectors to act at the meeting or any adjournment
thereof. If not so required, the directors or the person presiding at the
meeting may but need not appoint such inspectors or substitute inspectors. In
either event, the inspectors and substitute inspectors shall have such duties
and responsibilities not inconsistent therewith as the directors or the person
presiding at the meeting shall deem appropriate.
3.13. ACTION BY VOTE. When a quorum is present at any meeting, whether
an original or adjourned session, a plurality of the votes properly cast for
election to any office shall elect to such office and a majority of the votes
properly cast upon any question other than an election to an office shall decide
such question, except when a larger vote or a separate class vote is required by
law, the certificate of incorporation or these by-laws. No ballot shall be
required for any election unless requested by a stockholder present or
represented at the meeting and entitled to vote in the election.
3.14. ACTION WITHOUT MEETINGS. Unless otherwise provided in the
certificate of incorporation, any action required to be taken at any annual or
special meeting of stockholders, or any action that may be taken at any annual
or special meeting of stockholders, may be taken without a meeting, without
prior notice and without a vote, if a consent in writing setting forth the
action so taken shall be signed by the holders of outstanding stock having not
less than the minimum number of votes that would be necessary to authorize or
take such action at a meeting at which all shares entitled to vote thereon were
present and voted. Prompt notice of the taking of the corporate action without a
meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.
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SECTION 4. DIRECTORS
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4.1. NUMBER. The board shall consist of not less than three nor more
than twelve Directors, the number of which shall be determined from time to time
by resolution adopted by affirmative of a majority of Directors then in office.
Subject to the foregoing and to the provisions of the certificate of
incorporation, the number of directors may be increased or decreased at any time
or from time to time by vote of a majority of directors then in office, except
that such decrease by vote of directors shall only be made to eliminate
vacancies existing by reason of the death, resignation or removal of one or more
directors. The directors shall be elected at the annual meeting of stockholders
except as provided in Section 4.5 of these by-laws. Directors need not be
stockholders.
4.2. TENURE. The directors shall be classified with respect to the time
for which they shall severally hold office by dividing them into three classes,
each consisting of one-third of the whole number of the board of directors, and
all directors shall hold office until their successors are chosen and qualified,
or until their earlier death, resignation, or removal. At the first meeting held
for election of the board of directors following adoption of these ByLaws,
directors of the first class shall be elected for a term of one year; directors
of the second class shall be elected for a term of two years; directors of the
third class shall be elected for a term of three years; and at each annual
election thereafter, successors to the class of directors whose terms shall
expire that year shall be elected to hold office for a term of three years, so
that the term of office of one class of directors shall expire in each year.
4.3. POWERS. The business of the Corporation shall be managed by or
under the direction of the board of directors, which shall have and may exercise
all the powers of the Corporation and do all such lawful acts and things as are
not by law, the certificate of incorporation or these by-laws directed or
required to be exercised or done by the stockholders.
4.4. CHAIRMAN AND VICE-CHAIRMAN OF THE BOARD. The directors may elect a
chairman and vice-chairman of the board of directors. The chairman of the board,
or, in the absence of the chairman of the board, the vice-chairman of the board,
shall preside at all meetings of the stockholders and of the board of directors
at which he or she is present, except as otherwise voted by the board of
directors.
4.5. VACANCIES. Subject to the provisions of the certificate of
incorporation, newly created directorships resulting from any increase in the
number of directors and other vacancies may be filled by vote of the
stockholders at a meeting called for the purpose, or by a majority of the
directors then in office, although less than a quorum, or by a sole remaining
director. When one or more directors shall resign from the board of directors,
effective at a future date, a majority of the directors then in office,
including those who have resigned, shall have power to fill such vacancy or
vacancies, the vote or action by writing thereon to take effect when such
resignation or resignations shall become effective. The directors shall have
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and may exercise all their powers notwithstanding the existence of one or more
vacancies in their number, subject to any requirements of law or of the
certificate of incorporation or of these by-laws as to the number of directors
required for a quorum or for any vote or other actions.
4.6. NOMINATION OF DIRECTORS.
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The following provisions of this Section 4.6 shall apply to the
nomination of persons for election by the stockholders to the board of
directors.
(a) Nominations of persons for election to the board of
directors of the Corporation may be made (i) by or at the direction of the board
of directors or (ii) by any stockholder of the Corporation who is a stockholder
of record at the time of giving of notice provided for in paragraph (b) of this
Section 4.6, who shall be entitled to vote for the election of directors at the
meeting and who complies with the notice procedures set forth in paragraph (b)
of this Section 4.6.
(b) Nominations by stockholders shall be made pursuant to timely
notice in writing to the secretary of the Corporation. To be timely, a
stockholder's notice shall be delivered to or mailed and received at the
principal executive offices of the Corporation, not less than ninety (90) days
prior to the date for the annual meeting, regardless of any postponements,
deferrals or adjournments of that meeting to a later date; provided, however,
that if the annual meeting of stockholders or a special meeting in lieu thereof
is to be held on a date prior to the Specified Date, and if less than one
hundred (100) days' notice or prior public disclosure of the date of such annual
or special meeting is given or made, notice by the stockholder to be timely must
be so delivered or mailed and received not later than the close of business on
the tenth (10th) day following the earlier of the day on which notice of the
date of such annual or special meeting was mailed or the day on which public
disclosure was made of the date of such annual or special meeting. Such
stockholder's notice shall set forth (i) as to each person whom the stockholder
proposes to nominate for election or reelection as a director, all information
relating to such person that is required to be disclosed in solicitations of
proxies for election of directors, or is otherwise required, pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended, or
pursuant to any other then existing statute, rule or regulation applicable
thereto (including such person's written consent to being named in the proxy
statement as a nominee and to serving as a director if elected); (ii) as to the
stockholder giving the notice, the name and address of such stockholder, as they
appear on the books of the Corporation, and the class and number of shares of
the Corporation which are beneficially owned by such stockholder and also which
are owned of record by such stockholder; and (iii) as to the beneficial owner,
if any, on whose behalf the nomination is made, the name and address of such
person and the class and number of shares of the Corporation which are
beneficially owned by such person and also which are owned of record by such
stockholder. The Corporation may require any proposed nominee to furnish such
other information as may reasonably be required by the Corporation to determine
the eligibility
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of such proposed nominee as a director. At the request of the board of
directors, any person nominated by the board of directors for election as a
director shall furnish to the secretary of the Corporation that information
required to be set forth in a stockholder's notice of nomination which pertains
to the nominee.
(c) No person shall be eligible to serve as a director of the
Corporation unless nominated in accordance with the procedures set forth in this
Section 4.6. The person presiding at the meeting shall, if the facts warrant,
determine that a nomination was not made in accordance with the procedures
prescribed by these by-laws, and if the person presiding should so determine, he
or she shall so declare to the meeting and the defective nomination shall be
disregarded. Notwithstanding the foregoing provisions of this Section 4.6, a
stockholder shall also comply with all applicable requirements of the Securities
Exchange Act of 1934, as amended (or any successor provision), and the rules and
regulations thereunder with respect to the matters set forth in this by-law.
4.7. COMMITTEES. The board of directors may, by vote of a majority of
the whole board, (a) designate, change the membership of or terminate the
existence of any committee or committees, each committee to consist of one or
more directors; (b) designate one or more directors as alternate members of any
such committee who may replace any absent or disqualified member at any meeting
of the committee; and (c) determine the extent to which each such committee
shall have and may exercise the powers and authority of the board of directors
in the management of the business and affairs of the Corporation, including the
power to authorize the seal of the Corporation to be affixed to all papers that
require it and the power and authority to declare dividends or to authorize the
issuance of stock; excepting, however, such powers that by law, the certificate
of incorporation or these by-laws they are prohibited from so delegating. In the
absence or disqualification of any member of such committee and such member's
alternate, if any, the member or members thereof present at any meeting and not
disqualified from voting, whether or not constituting a quorum, may unanimously
appoint another member of the board of directors to act at the meeting in the
place of any such absent or disqualified member. Except as the board of
directors may otherwise determine, any committee may make rules for the conduct
of its business, but unless otherwise provided by the board or such rules, its
business shall be conducted as nearly in the same manner as is provided by these
by-laws for the conduct of business by the board of directors. Each committee
shall keep regular minutes of its meetings and report the same to the board of
directors upon request.
4.8. REGULAR MEETING. Regular meetings of the board of directors may be
held without call or notice at such place within or without the State of
Delaware and at such times as the board may from time to time determine;
provided, however, that notice of the first regular meeting following any such
determination shall be given to absent directors. A regular meeting of the
directors may be held without call or notice immediately after and at the same
place as the annual meeting of the stockholders.
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4.9. SPECIAL MEETINGS. Special meetings of the board of directors may be
held at any time and at any place within or without the State of Delaware
designated in the notice of the meeting, when called by the chairman of the
board of directors, the president, the chief financial officer or two or more
directors. Notice of a special meeting of the directors shall be given to each
director by the secretary or an assistant secretary or by the president or by
any one of the directors calling the meeting.
4.10. NOTICE. It shall be reasonable and sufficient notice to a director
to send notice by mail at least forty-eight hours or by telegram, telecopier or
facsimile transmission at least twenty-four hours before the meeting, addressed
to the director at the director's usual or last known business or residence
address or to give notice to the director in person or by telephone at least
twenty-four hours before the meeting. Notice of a meeting need not be given to
any director if a written waiver of notice, executed by the director before or
after the meeting, is filed with the records of the meeting, or to any director
who attends the meeting without protesting prior thereto or at its commencement
the lack of notice to the director. Neither notice of a meeting nor a waiver of
a notice need specify the purposes of the meeting.
4.11. QUORUM. Except as may be otherwise provided by law, the
certificate of incorporation or these by-laws, at any meeting of the directors a
majority of the directors then in office shall constitute a quorum; a quorum
shall not in any case be less than one-third of the total number of directors
constituting the whole board. Any meeting may be adjourned from time to time by
a majority of the votes cast upon the question, whether or not a quorum is
present, and the meeting may be held as adjourned without further notice.
4.12. ACTION BY VOTE. Except as may be otherwise provided by law, the
certificate of incorporation or these by-laws, when a quorum is present at any
meeting the vote of a majority of the directors present shall be the act of the
board of directors.
4.13. ACTION WITHOUT A MEETING. Unless otherwise restricted by law, the
certificate of incorporation or these by-laws, any action required or permitted
to be taken at any meeting of the board of directors or of any committee thereof
may be taken without a meeting if all the members of the board or of such
committee, as the case may be, consent thereto in writing, and such writing or
writings are filed with the records of the meetings of the board or of such
committee. Such consent shall be treated for all purposes as the act of the
board or of such committee, as the case may be.
4.14. PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE. Unless
otherwise restricted by the certificate of incorporation or these by-laws,
members of the board of directors or of any committee thereof may participate in
a meeting of such board or committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other. Such participation shall constitute presence in
person at such meeting.
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4.15. COMPENSATION. Unless otherwise restricted by the certificate of
incorporation or these by-laws, the board of directors shall have the authority
to fix from time to time the compensation of directors. The directors may be
paid their expenses, if any, of attendance at each meeting of the board of
directors and the performance of their responsibilities as directors and may be
paid a fixed sum for attendance at each meeting of the board of directors and/or
a stated salary as director. No such payment shall preclude any director from
serving the Corporation or its parent or subsidiary corporations in any other
capacity and receiving compensation therefor. The board of directors may also
allow compensation for members of special or standing committees for service on
such committees.
4.16. INTERESTED DIRECTORS AND OFFICERS.
---------------------------------
(a) No contract or transaction between the Corporation and one
or more of its directors or officers, or between the Corporation and any
other corporation, partnership, association or other organization in
which one or more of the Corporation's directors or officers are
directors or officers or have a financial interest, shall be void or
voidable solely for this reason, or solely because the director or
officer is present at or participates in the meeting of the board or
committee thereof that authorizes the contract or transaction, or solely
because the vote of any such person is counted for such purpose, if:
(1) the material facts as to the relationship or
interest of the director or officer and the contract or
transaction are disclosed or known to the board of directors or
the committee, and the board or committee in good faith
authorizes the contract or transaction by the affirmative vote
of a majority of the disinterested directors, even though the
disinterested directors do not constitute a quorum;
(2) the material facts as to the relationship or
interest of the director or officer and as to the contract or
transaction are disclosed or are known to the stockholders
entitled to vote thereon, and the contract or transaction is
specifically approved in good faith by vote of the stockholders;
or
(3) the contract or transaction is fair as to the
Corporation as of the time it is authorized, approved or
ratified, by the board of directors, a committee thereof, or the
stockholders.
(b) Common or interested directors may be counted in determining
the presence of a quorum at a meeting of the board of directors or of a
committee that authorizes the contract or transaction.
4.17. RESIGNATION OR REMOVAL OF DIRECTORS. Any director or the entire
board of directors may be removed for "Cause," as hereinafter defined, by the
holders of a majority of
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the stock issued and outstanding and entitled to vote at an election of
directors; provided, however, that the directors elected by a particular class
of stockholders may be removed only by the vote of the holders of a majority of
the shares of such class. Any director may resign at any time by delivering a
resignation in writing to the president or the secretary or to a meeting of the
board of directors. Such resignation shall be effective upon receipt unless
specified to be effective at some other time; and without in either case the
necessity of its being accepted unless the resignation shall so state. No
director resigning and (except where a right to receive compensation shall be
expressly provided in a duly authorized written agreement with the Corporation)
no director removed shall have any right to receive compensation as such
director for any period following the director's resignation or removal, or any
right to damages on account of such removal, whether the director's compensation
be by the month or by the year or otherwise; unless in the case of a
resignation, the directors, or in the case of removal, the body acting on the
removal, shall in their or its discretion provide for compensation. For purposes
of this Section 4.17, "Cause" means:
(A) willful and continued material failure, refusal or
inability to perform one's duties to the Corporation or
the willful engaging in gross misconduct materially and
demonstrably damaging to the Corporation;
(B) conviction for any crime involving moral turpitude or
any other illegal act that materially and adversely
reflects upon the business, affairs or reputation of the
Company or on one's ability to perform one's duties to the
Corporation.
SECTION 5. NOTICES
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5.1. FORM OF NOTICE. Whenever, under the provisions of law, the
certificate of incorporation or these by-laws, notice is required to be given to
any director or stockholder, such notice may be given by mail, addressed to such
director or stockholder, at the director's or stockholder's address as it
appears on the records of the Corporation, with postage thereon prepaid, and
such notice shall be deemed to be given at the time when the same shall be
deposited in the United States mail. Unless written notice by mail is required
by law, written notice may also be given by telegram, cable, telecopy,
commercial delivery service, telex or similar means, addressed to such director
or stockholder at the address thereof as such address appears on the records of
the Corporation, in which case such notice shall be deemed to be given when
delivered into the control of the persons charged with effecting such
transmission, the transmission charge to be paid by the Corporation or the
person sending such notice and not by the addressee. Oral notice or other
in-hand delivery (in person or by telephone) shall be deemed given at the time
it is actually given.
5.2. WAIVER OF NOTICE. Whenever notice is required to be given under the
provisions of law, the certificate of incorporation or these by-laws, a written
waiver thereof, signed by the person entitled to notice, whether before or after
the time stated therein, shall be deemed
11
<PAGE> 15
equivalent to notice. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
meeting of the stockholders, directors or members of a committee of the board of
directors need be specified in any written waiver of notice.
SECTION 6. OFFICERS AND AGENTS
-------------------
6.1. ENUMERATION; QUALIFICATION. The officers of the Corporation shall
be a president, a chief financial officer, a treasurer, a secretary, an
assistant secretary and such other officers, if any, as the board of directors
from time to time may in its discretion elect or appoint, including without
limitation one or more vice presidents, assistant treasurers and assistant
secretaries. Any officer may but need not be a director or stockholder. Any two
or more offices may be held by the same person. Any officer may be required by
the board of directors to secure the faithful performance of the officer's
duties to the Corporation by giving bond in such amount and with sureties or
otherwise as the board of directors may determine.
6.2. POWERS. Subject to law, the certificate of incorporation and these
by-laws, each officer shall have, in addition to the duties and powers herein
set forth, such duties and powers as are commonly incident to the officer's
office and such additional duties and powers as the board of directors may from
time to time designate.
6.3. ELECTION. The board of directors at its first meeting after each
annual meeting of stockholders shall choose a president, a chief financial
officer, a treasurer and a secretary. Other officers may be appointed by the
board of directors at such meeting, at any other meeting or by written consent.
At any time or from time to time, the directors may delegate to any officer
their power to elect or appoint any other officer or any agents.
6.4. TENURE. Each officer shall hold office until the first meeting of
the board of directors following the next annual meeting of the stockholders and
until a successor is duly elected and qualified unless a shorter period shall
have been specified in terms of the officer's election or appointment, or in
each case until the officer sooner dies, resigns, is removed or becomes
disqualified. Each agent of the Corporation shall retain authority at the
pleasure of the directors, the officer by whom the agent was appointed or the
officer who then holds the power to appoint agents.
6.5. PRESIDENT AND VICE PRESIDENTS. The president shall be the chief
executive officer of the corporation and shall have direct and active charge of
all business operations of the Corporation and shall have general supervision of
the entire business of the Corporation, subject to the control of the board of
directors. The president or chief financial officer shall execute bonds,
mortgages and other contracts requiring a seal, under the seal of the
Corporation, except where required or permitted by law to be otherwise signed
and executed
12
<PAGE> 16
and except where the signing and execution thereof shall be expressly delegated
by the board of directors to some other officer or agent of the Corporation. Any
vice presidents shall have such duties and powers as shall be designated from
time to time by the board of directors or the president.
6.6. CHIEF FINANCIAL OFFICER; TREASURER AND ASSISTANT TREASURERS. The
chief financial officer shall be in charge of its funds and valuable papers, and
shall have such other duties and powers as may be assigned to the chief
financial officer from time to time by the board of directors or the president.
The treasurer and any assistant treasurers shall have such duties and powers as
shall be designated from time to time by the board of directors, the president
or the chief financial officer.
6.7. SECRETARY AND ASSISTANT SECRETARIES. The secretary shall record all
proceedings of the stockholders, the board of directors and committees of the
board of directors in a book or series of books to be kept therefor and shall
file therein all writings of, or related to, action by stockholder or director
consent. In the absence of the secretary from any meeting, an assistant
secretary, or if there is none or each assistant secretary is absent, a
temporary secretary chosen at the meeting, shall record the proceedings thereof.
Unless a transfer agent has been appointed, the secretary shall keep or cause to
be kept the stock and transfer records of the Corporation, which shall contain
the names and record addresses of all stockholders and the number of shares
registered in the name of each stockholder. The secretary shall have such other
duties and powers as may from time to time be designated by the board of
directors or the president. Any assistant secretaries shall have such duties and
powers as shall be designated from time to time by the board of directors, the
president or the secretary.
6.8. RESIGNATION AND REMOVAL. Any officer may resign at any time by
delivering a resignation in writing to the president, the secretary or a meeting
of the board of directors. Such resignation shall be effective upon receipt
unless specified to be effective at some other time, and without in any case the
necessity of its being accepted unless the resignation shall so state. The board
of directors may at any time remove any officer either with or without cause.
The board of directors may at any time terminate or modify the authority of any
agent. No officer resigning and (except where a right to receive compensation
shall be expressly provided in a duly authorized written agreement with the
Corporation) no officer removed shall have any right to any compensation as such
officer for any period following the officer's resignation or removal, or any
right to damages on account of such removal, whether the officer's compensation
be by the month or by the year or otherwise; unless in the case of a
resignation, the directors, or in the case of removal, the body acting on the
removal, shall in their or its discretion provide for compensation.
6.9. VACANCIES. If the office of the president, the chief financial
officer, the treasurer or the secretary becomes vacant, the directors may elect
a successor by vote of a majority of the directors then in office. If the office
of any other officer becomes vacant, any person or body empowered to elect or
appoint that office may choose a successor. Each such successor
13
<PAGE> 17
shall hold office for the unexpired term of the predecessor, and in the case of
the president, the chief financial officer, the treasurer and the secretary
until a successor is chosen and qualified, or in each case until such officer
sooner dies, resigns, is removed or becomes disqualified.
SECTION 7. CAPITAL STOCK
-------------
7.1. STOCK CERTIFICATES. Each stockholder shall be entitled to a
certificate stating the number and the class and the designation of the series,
if any, of the shares held by the stockholder, in such form as shall be
prescribed, in conformity to law, the certificate of incorporation and the
by-laws, from time to time by the board of directors. Such certificate shall be
signed by (a) the chairman or vice-chairman of the board or the president or any
vice-president and (b) the treasurer, the secretary or any assistant treasurer
or secretary. Any of the signatures on the certificate may be facsimiles. In
case an officer, transfer agent or registrar who has signed or whose facsimile
signature has been placed on such certificate shall have ceased to be such
officer, transfer agent or registrar before such certificate is issued, it may
be issued by the Corporation with the same effect as if the signatory were such
officer, transfer agent, or registrar at the time of its issue.
7.2. LOST CERTIFICATES. The board of directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, the board of
directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or
certificates, or such owner's legal representative, to advertise the same in
such manner as it shall require and/or to give the Corporation a bond in such
sum as it may direct as indemnity against any claim that may be made against the
Corporation with respect to the certificate alleged to have been lost, stolen or
destroyed.
SECTION 8. TRANSFER OF SHARES OF STOCK
---------------------------
8.1. TRANSFER ON BOOKS. (a) Subject to any restrictions with respect to
the transfer of shares of stock, shares of stock may be transferred on the books
of the Corporation by the surrender to the Corporation or its transfer agent of
the certificate therefor properly endorsed or accompanied by a written
assignment and power of attorney properly executed, with necessary transfer
stamps affixed, and with such proof of the authenticity of signature as the
board of directors or the transfer agent of the Corporation may reasonably
require. Except as may be otherwise required by law, the certificate of
incorporation or these by-laws, the Corporation shall be entitled to treat the
record holder of stock as shown on its books as the owner of such stock for all
purposes, including the payment of dividends and the right to receive notice and
to vote or to give any consent with respect thereto and to be held liable for
such calls and assessments, if any, as may lawfully be made thereon, regardless
of any transfer, pledge or other disposition of such stock until the shares have
been properly
14
<PAGE> 18
transferred on the books of the Corporation.
(b) It shall be the duty of each stockholder to notify the
Corporation of the stockholder's post office address.
SECTION 9. GENERAL PROVISIONS
------------------
9.1. RECORD DATE. In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the board of directors may fix, in advance, a record date,
which shall not be more than sixty days nor less than ten days before the date
of such meeting, nor more than sixty days prior to any other action to which
such record date relates. A determination of stockholders of record entitled to
notice of or to vote at a meeting of stockholders shall apply to any adjournment
of the meeting; provided, however, that the board of directors may fix a new
record date for the adjourned meeting. If no record date is fixed:
(a) the record date for determining stockholders entitled to
notice of or to vote at a meeting of stockholders shall be at the close
of business on the day next preceding the day on which notice is given,
or, if notice is waived, at the close of business on the day next
preceding the day on which the meeting is held;
(b) the record date for determining stockholders entitled to
express consent to corporate action in writing without a meeting, when
no prior action by the board of directors is necessary, shall be the day
on which the first written consent is expressed; and
(c) the record date for determining stockholders for any other
purpose shall be at the close of business on the day on which the board
of directors adopts the resolution relating to such purpose.
9.2. DIVIDENDS. Dividends upon the capital stock of the Corporation may
be declared by the board of directors at any regular or special meeting or by
written consent, pursuant to law. Dividends may be paid in cash, property or
shares of the capital stock of the Corporation, subject to the provisions of the
certificate of incorporation.
9.3. PAYMENT OF DIVIDENDS. Before payment of any dividend, there may be
set aside out of any funds of the Corporation available for dividends such sum
or sums as the directors from time to time, in their absolute discretion, think
proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the Corporation, or
for such other purpose as the directors shall think conducive to the interest of
15
<PAGE> 19
the Corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.
9.4. CHECKS. All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such other person or
persons as the board of directors may from time to time designate.
9.5. FISCAL YEAR. The fiscal year of the Corporation shall begin on the
first of January in each year and shall end on the last day of December next
following, unless otherwise determined by the board of directors.
9.6. SEAL. The board of directors may, by resolution, adopt a corporate
seal. The corporate seal shall have inscribed thereon the name of the
Corporation, the year of its organization and the word "Delaware." The seal may
be used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise. The seal may be altered from time to time by the board
of directors.
SECTION 10. INDEMNIFICATION
---------------
This Corporation shall, to the maximum extent permitted from time to
time under the law of the State of Delaware, indemnify any person who is or was
a party or is threatened to be made a party to any threatened, pending or
completed action, suit, proceeding or claim, whether civil, criminal,
administrative or investigative, by reason of the fact that such person is or
was or has agreed to be a director or officer of this Corporation or while a
director or officer is or was serving at the request of this Corporation as a
director, officer, partner, trustee, employee or agent of any corporation,
partnership, joint venture, trust or other enterprise, including service with
respect to employee benefit plans, against expenses (including attorneys' fees
and expenses), judgments, fines, penalties and amounts paid in settlement
incurred in connection with the investigation, preparation to defend or defense
of such action, suit, proceeding or claim; provided, however, that the foregoing
shall not require this Corporation to indemnify or advance expenses to any
person in connection with any action, suit, proceeding, claim or counterclaim
initiated by or on behalf of such person. Such indemnification shall not be
deemed exclusive of any other indemnification rights arising under any by-law,
agreement, vote of directors or stockholders or otherwise and shall inure to the
benefit of the heirs and legal representatives of such person. Any repeal or
modification of the foregoing provisions of this Section 10 shall not adversely
affect any right or protection of a director or officer of this Corporation with
respect to any acts or omission of such director or officer occurring prior to
such repeal or modification. The right to indemnification conferred in this
Section 10 shall include the right to be paid by the Corporation the expenses
(including attorneys' fees) incurred in defending any such proceeding in advance
of its final disposition; provided, however, that if the Delaware General
Corporation Law requires, an advancement of expenses incurred by an indemnitee
in his or her capacity as a director or officer (and not in any other capacity
in which service was or is rendered by such indemnitee, including, without
16
<PAGE> 20
limitation, service to an employee benefit plan) shall be made only upon receipt
by the Corporation of an undertaking, by or on behalf of such indemnitee, to
repay all amounts so advanced if it shall ultimately be determined that such
indemnitee is not entitled to be indemnified for such expenses under this
Section or otherwise.
SECTION 11. AMENDMENTS
----------
These by-laws may be altered, amended or repealed or new by-laws may be
adopted by the stockholders or by the board of directors if such power is
conferred upon the board of directors by the certificate of incorporation, at
any regular meeting of the stockholders or of the board of directors or at any
special meeting of the stockholders or of the board of directors. If the power
to adopt, amend or repeal by-laws is conferred upon the board of directors by
the certificate of incorporation, it shall not divest or limit the power of the
stockholders to adopt, amend or repeal by-laws.
17
<PAGE> 1
Exhibit 3.3
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
THE AMERICAN MATERIALS & TECHNOLOGIES CORPORATION
It is hereby certified that:
1. The name of the corporation (hereinafter called the "Corporation") is
The American Materials & Technologies Corporation.
2. The Certificate of Incorporation of the Corporation is hereby amended
by deleting Article FIFTH thereof in its entirety and substituting therefor the
following new Article:
"FIFTH. (a) (1) The business and affairs of the Corporation shall be
managed under the direction of a Board of Directors, consisting of not
less than three nor more than twelve Directors, the number of which
shall be determined from time to time by resolution adopted by
affirmative of a majority of Directors then in office. The Directors
shall be classified with respect to the time for which they shall
severally hold office by dividing them into three classes, Class I,
Class II and Class III, each consisting as nearly as possible of
one-third of the whole number of the Board of Directors. All Directors
shall hold office until their successors are chosen and qualified, or
until their earlier death, resignation, disqualification or removal. At
the first election of Directors following adoption of this provision by
the stockholders of the Corporation, Class I Directors shall be elected
for a term of one year; Class II Directors shall be elected for a term
of two years; and Class III Directors shall be elected for a term of
three years; and at each annual election thereafter, successors to the
class of Directors whose terms shall expire that year shall be elected
to hold office for a term of three years, so that the term of office of
one class of Directors shall expire in each year. Any vacancy on the
Board of Directors that results from an increase in the number of
Directors may be filled by the affirmative vote of a majority of the
Directors then in office, and any other vacancy on the Board of
Directors may be filled by the affirmative vote of a majority of the
Directors then in office, although less than a quorum, or by a sole
remaining Director. Any Director elected to fill a vacancy not resulting
from an increase in the number of Directors shall serve for a term
equivalent to the remaining unserved portion of the term of such newly
elected Director's predecessor.
<PAGE> 2
Notwithstanding the foregoing, whenever the holders of any one
or more classes or series of preferred stock issued by the Corporation
shall have the right, voting separately by class or series, to elect
Directors at an annual or special meeting of stockholders, the election,
term of office, filling of vacancies and other features of such
directorships shall be governed by the terms of the Certificate of
Incorporation applicable thereto, and such Directors shall not be
divided into classes pursuant to this Article FIFTH (a)(1) unless
expressly provided by such terms.
(2) No amendment to the Certificate of Incorporation of
the Corporation shall amend, alter, or repeal any of the provisions of
this Article FIFTH (a) unless the amendment effecting such amendment,
alteration or repeal shall receive the affirmative vote of or consent of
the holders of seventy-five percent (75%) of all shares of stock of the
Corporation entitled to vote at a meeting of stockholders held for the
purpose of voting on such amendment, considered for the purposes of this
Article FIFTH as one class; provided that this paragraph FIFTH (a)(2)
shall not apply to, and such seventy-five percent (75%) vote shall not
be required for, any such amendment recommended to the stockholders
pursuant to a resolution of the Board of Directors approved by
two-thirds of the Continuing Directors. For purposes of this paragraph
FIFTH (a)(2), a "Continuing Director" shall mean any Director of the
Corporation who is or becomes a Director on the date that this Article
FIFTH is first adopted by the Corporation's stockholders or any Director
elected by a majority of the Continuing Directors then in office to
succeed any Director or to fill any vacancy on the Board of Directors
whether resulting from an increase in the number of Directors or
otherwise.
(b) In furtherance and not in limitation of powers conferred by
statute, it is further provided that:
(1) election of Directors need not be by written ballot
unless so provided in the By-Laws of the Corporation; and
(2) the Board of Directors is expressly authorized to
adopt, amend or repeal the By-Laws of the Corporation."
3. The Certificate of Incorporation of the Corporation is hereby amended
by (a) amending Article Seventh thereof by deleting the word "SEVENTH" and
inserting in its place the word "EIGHTH," and (b) by inserting, after Article
Sixth, the following new Article:
"SEVENTH: (a) No action shall be taken by the stockholders of the
Corporation except at an annual or special meeting of the stockholders
of the Corporation."
(b) No amendment to the Certificate of Incorporation of the
Corporation shall amend, alter, or repeal any of the provisions of this
Article SEVENTH unless the amendment effecting such amendment,
alteration or repeal shall receive the affirmative vote of or consent of
the holders of seventy-five percent (75%) of all shares of stock of the
Corporation entitled to vote at a meeting of stockholders held for the
purpose of
<PAGE> 3
voting on such amendment, considered for the purposes of this Article
SEVENTH as one class; provided that this paragraph SEVENTH (b) shall not
apply to, and such seventy-five percent (75%) vote shall not be required
for, any such amendment recommended to the stockholders pursuant to a
resolution of the Board of Directors approved by two-thirds of the
Continuing Directors. For purposes of this paragraph SEVENTH (b), a
"Continuing Director" shall mean any Director of the Corporation who is
or becomes a Director on the date that this Article SEVENTH is first
adopted by the Corporation's stockholders or any Director elected by a
majority of the Continuing Directors then in office to succeed any
Director or to fill any vacancy on the Board of Directors whether
resulting from an increase in the number of Directors or otherwise."
4. The amendments to the Certificate of Incorporation herein certified
have been duly adopted in accordance with Section 242 of the General Corporation
Law of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed as of May 30, 1997 by its Secretary.
Signed as of this 30th day of May, 1997.
THE AMERICAN MATERIALS &
TECHNOLOGIES CORPORATION
By: /s/ David A. Broadwin
------------------------------
David A. Broadwin
Secretary
<PAGE> 1
Exhibit 10.48
June 27, 1997
Leslie J. Cohen, Ph.D.
701 Holmby Avenue
Los Angeles, CA 90024
Re: Addendum to Employment Contract April 17, 1996 to April 16, 1997
Dear Mr. Cohen:
The above referenced contract is extended for a period of one year to April 16,
1998, with the following changes:
- - Title changed to Senior Vice President Business Development.
- - Increase annual salary to $99,999.
- - 20% bonus increased to 25% payable upon mutually achievable goals.
- - Stock Options for 25,000 shares of AM&T Common Stock at an exercise
price determined at the time the options are granted by the AM&T Board
of Directors. The options are for four years and vest equally over a
four year period.
- - Subject to AM&T Board of Directors approval, all non-vested stock
options granted to Leslie J. Cohen will vest in the event of his death
or 10% change in ownership of the company. The options may be exercised
by his surviving spouse in the event of death, or himself, if a 10%
ownership change occurs, on the earlier of the expiration date of such
options or one year following the date of such options or one year
following the date of his death or change in ownership.
- - Three weeks vacation increases to four weeks.
- - Exception allowing upgrade to business class for international travel to
be decided on a trip basis by CEO.
- - Defer, according to Culver City salary deferral plan, the difference
between old and new salary for the period April 16th through June 30,
1997. The deferral Stock Options have an exercise price of $4.00.
/s/ Paul W. Pendorf /s/ Leslie J. Cohen, Ph.D
- ------------------------------------- -----------------------------
Paul W. Pendorf Leslie Jay Cohen
President
Culver City Composites Corporation
Date: June 27, 1997 Date: June 27, 1997
<PAGE> 1
Exhibit 10.49
AGREEMENT
THIS AGREEMENT made and entered into as of the 1st day of May 1, 1997 by
and between Culver City Composites Corporation, Culver City Plant, Culver City,
California, and Los Angeles Plant, Los Angeles, California hereinafter referred
to as the Company, and the STOVE, FURNACE, ENERGY AND ALLIED APPLIANCE WORKERS
DIVISION INTERNATIONAL BROTHERHOOD OF BOILERMAKERS, IRON SHIP BUILDERS,
BLACKSMITHS, FORGERS AND HELPERS, AFL-CIO, CFL, LOCAL LODGE NO. S230 hereinafter
referred to as the Union.
W I T N E S S E T H
THAT WHEREAS the Company and the Employees have a common interest in the
business of the Company;
WHEREAS a harmonious relationship and economic peace and stability are
recognized by the parties hereto as being necessary to improve and maintain
proper relationships between the Company, the employees thereof, the Union and
the public; and
WHEREAS all of the parties hereto and the public will benefit by
continuous economic peace and by the adjustment at the conference table and
through the medium of arbitration of any differences between the parties hereto;
and
WHEREAS the Company, the Union and the employees commit themselves to
always act in accordance with the standards and values set forth in the
Company's Mission Statement (Appendix V); and
WHEREAS it is the desire of all parties hereto to further all of the
aforementioned ends in entering into this Agreement;
NOW THEREFORE, it is mutually understood and agreed by and between the
parties hereto as follows:
ARTICLE I - RECOGNITION
1. The Company hereby recognizes the Union as the exclusive collective
bargaining representative with respect to pay, wages, hours of employment and
other conditions of employment, for all hourly production and maintenance
employees, including shipping and receiving clerks, janitorial employees,
truck-drivers, forklift operators, quality control, research and development,
plant clerical and regular part-time employees of the Company at its plants in
Culver City and Los Angeles, California, exclusive however, of any and all of
the following named employees, to wit; office clerical employees, professional
employees and supervisors as defined in the Act.
<PAGE> 2
ARTICLE II - EFFECTIVE DATE AND DURATION
1. This Agreement shall be effective as of the 1st day of May, 1997 and
shall remain in effect on the 30th day of April, 2000, and year to year
thereafter, unless either party shall serve notice upon the other of a desire to
change, modify or terminate the Agreement.
2.The 1997 Hourly Wage Schedule of this Agreement shall be put in effect
as of Thursday, May 1, 1997.
This, then, is the entire agreement between the parties.
ARTICLE III - STOPPAGE OF WORK
Section 1: There shall be no stoppage of work, slow-downs, sit-downs, strikes,
picketing, sympathy strikes, or boycotts by the employees during the entire
period this Agreement is in effect.
Section 2: The Stove, Furnace, Energy and Allied Appliance Workers Division
International Brotherhood of Boilermakers, Iron Ship Builders, Blacksmiths,
Forgers and Helpers, AFL-CIO, CFL, Local Lodge No. S230, and its members,
individually and collectively, agree there will be no instigation, strike,
interference, curtailment or interruption of work in violation of this Article.
In the event any employee violates the provisions of this Article, the Company
may resort to the appropriate disciplinary action subject to the "grievance
procedures".
Section 3: There shall be no lockouts by the Company.
Section 4: The Union agrees to cooperate with the Company to the end that
discipline may be maintained among the employees of the Company and that
cooperation may exist between the Company, the Union and the employees.
ARTICLE IV - SAFETY
Section 1: The Company shall make all reasonable provisions for the safety of
the employees during their hours of employment at the plant. The Union agrees to
cooperate with the Company in promoting and supporting safety, accident
prevention and health education.
Section 2: A Safety Committee including not less than two (2) plant employees
shall meet at least once a month and shall:
1. Make not less than one (1) plant inspection each month.
2. Make recommendations for improving safety in the plant.
Section 3: The plant employees who are members of the Safety Committee shall be
appointed by the Union.
<PAGE> 3
Section 4: All necessary safety equipment shall be furnished by the Company at
no cost to the employee. The Company recognizes its responsibility to enforce
the usage of safety equipment. The Company will supervise and instruct each
employee on the proper use of all safety equipment. Failure of any employee to
use safety equipment as required will be cause for disciplinary action under
Shop Rule 20.
Section 5: An employee has the right to consult with the Safety Committee when
he judges to be working under unsafe conditions. If the Safety Committee
determines that the working condition is safe, the employee will be required to
do the work, but he shall have recourse to the grievance procedure if he
considers the situation unsafe.
Section 6: The parties agree that safety is subject to bargaining.
ARTICLE V - ADJUSTMENT OF DISPUTES
Section 1: A Shop Committee shall be elected, consisting of three (3) members of
the Bargaining Unit who must at all times be hourly employees of the Company. It
shall meet on call of the employees, the Union, or the Company.
Section 2: Any complaint, grievance or dispute arising under, out of, or in
connection with this Agreement, or the interpretation performance thereof, shall
be disposed of as follows:
Step 1: Within ten (10) working days after the grievance occurs, the
employee involved shall first attempt to adjust such grievance with his
immediate supervisor. If the employee so desires, he may have a shop steward
present. Within five (5) working days after the matter is taken up with the
supervisor, the supervisor shall advise the employee of his decision.
Step 2: In the event a satisfactory settlement is not reached after
following the procedure outlined in Step 1 above, the aggrieved employee and the
shop steward shall, within five (5) working days after the decision of the
supervisor has been given, prepare a written grievance and submit same to the
employee's supervisor. The written grievance shall give the date the dispute
arose, state the facts involved, point out the Article of this agreement alleged
to have been violated, outline the redress sought, and shall be signed by the
aggrieved employee or committee. The employee's supervisor shall give a written
answer to the grievance within five (5) working days after the grievance is
filed with him.
Step 3: If the grievance is not settled after the procedure outlined in
Step 2 above is followed, the grievance shall, within five (5) working days
thereafter, be presented in writing to the Operations Manager, or the
appropriate Department Manager. Every reasonable effort will be made to settle
and adjust the grievance at this point. The Company's answer will be given in
writing within five (5) working days after such meeting with the Operations
Manager or the appropriate Department Manager.
<PAGE> 4
Step 4: (a) If the grievance cannot be so adjusted, it shall be taken up
with the Vice President/General Manager or his designate by the
International Representative or Vice President of the particular
Union and the Shop Committee.
(b) Any adjustment or settlement made at any one of the foregoing
steps shall be final and conclusive and binding upon all parties.
If the matter involves back pay, and an adjustment is made at any
one of said steps, such back pay shall date from the day the
dispute arose and was filed with the employee's supervisor in
accordance with the provisions set forth in Step 2 above.
(c) If it shall be determined by mutual agreement between the
Company and the Union, that any Union employee or employees have
been unjustly laid off or unjustly discharged by the Company, they
shall be reinstated without discrimination. Retroactive pay dating
back to the date of such lay-off or discharge will be awarded. In
case of arbitration over such a lay-off or discharge, the Company
and the Union shall be bound by the decision of the arbitrator
regarding reinstatement and retroactive pay, due the employee or
employees.
Section 3: If an adjustment is not reached by any of the means outlined above,
the matter will be referred to arbitration. Then either the Company or the
International Union, whichever seeks arbitration, shall, within ten (10) working
days after a written decision is given at Step 4, Section 2, above, notify the
other party in writing that the matter in controversy is to be referred to
arbitration.
Section 4: The U.S. Mediation and Conciliation Service shall be asked to submit
a list of seven (7) names from which an arbitrator shall be selected. The
parties shall meet and seek to agree on which one of the seven shall act as the
arbitrator in the particular matter involved. In the event the Company and the
Union are unable to agree as to which one of the seven shall act, the Company
shall strike one name and the Union another, alternately, until six names have
been stricken and the remaining person shall thereupon be designated as the
arbitrator for such proceeding. Upon submission of the matter to him, the
arbitrator shall hold such hearing or hearings as he may direct, at which the
parties shall be at liberty to appear in person or by counsel and present such
evidence as they may desire. Within thirty (30) days the arbitrator shall render
a written decision in duplicate, and serve one copy on the Company and one copy
on the Union. The decision of the arbitrator shall be final and conclusive, and
both parties agree to abide by the same.
Section 5: The arbitrator shall not have the power to make any award, changing,
amending, or adding to the provisions of the Agreement. The only type of dispute
which may be submitted to arbitration is one arising out of the alleged
violation or misinterpretation of provisions of the Agreement. If the matter
involves back pay, then in awarding such back pay, the arbitrator shall be
limited to the date that the dispute arose and was filed pursuant to provisions
of Section 2, Step 2 of this Article.
Section 6: The fees and travel expenses of the arbitrator shall be divided
equally between the Company and the Union, each party paying one-half thereof.
<PAGE> 5
Section 7: Should the Company or Union Representatives involved in Steps 1, 2, 3
or 4 of the grievance procedure, or Section 3 of Article V, request in writing a
time extension, such extension shall be granted to a maximum of five (5) working
days, unless otherwise mutually agreed. This request is to be within the time
limits established in the contract.
Section 8: The steps of the grievance procedure and time limits established in
the adjustment of disputes section of the Agreement must be followed explicitly.
Non-conformance to this section will be considered agreement and settlement by
the non-conforming party.
ARTICLE VI - MANAGEMENT
Section 1: The Company has, retains, and shall possess and exercise all
management rights and functions, powers, privileges and authority that it
possessed prior to entering into this Agreement with the Union, excepting only
such as are specifically relinquished or restricted herein. As illustrative of
the rights of management so possessed and retained, but such illustration to be
in no way construed as a limitation thereof, the Company shall have the
exclusive right to manage the business of the Company and operate its plant; to
direct the working forces; to fix the number of shifts and adjust the same from
time to time, and to assign shift schedules; to hire, classify, promote,
transfer, suspend, discipline, demote, lay-off and recall employees; to
discharge employees for cause; to choose the tools and equipment with which it
shall carry on its manufacturing operations; to fix the products to be
manufactured; to determine at all times (whether during normal, expanded, or
curtailed operations) the number of employees as a whole, the number to be
employed in any department and on any shift, and the number to be employed in
any job classification and on any work within such job classification; to create
new departments; to decide the methods, processes and means of manufacturing,
schedules of production, control of raw material, and any subcontracting work;
to change methods of work utilizing labor-saving devices, when and where, in the
discretion of the Company, the same is necessary or desirable; to determine the
qualifications and duties of its employees; to make reasonable rules and
regulations governing its operations and the work of its employees, and to
revise the same from time to time and to require compliance by the employees
therewith; and, generally, to control and direct the Company in all of its
operations and affairs.
Section 2: All disputes or grievances arising out of or under this Agreement
shall be subject to review by the grievance procedure and arbitration.
ARTICLE VII - SENIORITY
Section 1: Plant-wide and departmental seniority shall be recognized in this
Agreement as hereinafter set forth in the Article
(1) Plant-wide seniority is defined as the number of days, months, and
years which have passed from the date an employee was first hired;
provided that, if there has been a break in service, other than lay-off,
then the employee's plant-wide seniority shall date from his latest date
of employment.
<PAGE> 6
(2) Departmental seniority is defined as the number of days, months and
years which have passed from the date the employee enters a department as
a new employee in the department.
(3)Where employees have identical departmental seniority, plant-wide
seniority shall govern the order of their placement on the departmental
seniority list.
Section 2: For the purpose of this Agreement, the operations at the plant are
divided into the following departments and every employee will be assigned to
one of the departments.
(1) Production Department
(2) Technical Department
(3) Maintenance Department
It is recognized that by reason of expansion, changed conditions or changes in
operations, it may be necessary to create or establish new classifications or
job functions at the plant, in which event the Company expressly reserves the
right to take such action, provided that rates of pay and classifications for
any new jobs created thereby shall only be established after negotiation with
the Union and shall be represented by an amendment to this Agreement.
Section 3: A new employee will be a probationary employee and will not have
seniority rights under this Agreement in accordance with the following schedule
by calendar days from date of hire:
Technical Department Technicians - Class A:90 days - Class B:45 days
Maintenance Mechanics - Class A:90 days - Class B:45 days
All other classifications -30 days
At the end of the probationary period, an employee's plant seniority will revert
back to his date of hire into the plant and his departmental seniority will be
determined separately and will revert back to his date of hire or permanent
transfer to the department in which he is working at the end of the probationary
period.
Section 4: Seniority of an employee will be terminated for any of the following
reasons:
(1) If the employee quits or is discharged.
(2) Failure to notify the Company of the employee's intention to return to
work on recall from lay-off within three (3) calendar days (excluding Saturday,
Sunday and holidays) of receipt of certified letter sent to the employee's last
address as shown on Company records and failure to actually report for work
within one (1) calendar week from receipt of said certified letter.
(3) Failure to report for work at the expiration of a leave of absence,
unless absence proves unavoidable.
(4) Lay-off for more than two (2) years.
(5) Absent without leave for three (3) consecutive working days, unless
absence proves unavoidable.
<PAGE> 7
Section 5: If for any reason any employee is transferred from one department to
another, he shall retain his seniority in his previous department until his
seniority in his new department overlaps the seniority he had in his previous
department at which time his total combined seniority shall be applied in his
present department. In the event of lay-off in his new department before he
overlaps his previous department seniority, he shall be placed back in his
original department with all his accumulated seniority.
Section 6: While it is the Company's policy to maintain at all times as full
employment as practical, it is recognized that various conditions and
circumstances may arise from time to time affecting its production requirements
which may make it necessary to operate with a reduced work force. Employees laid
off will be given five (5) days notice or five (5) days pay in lieu of notice.
(1) When the Company decides that it is necessary to curtail the
operations of a department and reduce the working force therein, probationary
employees shall be laid off first and then those with the least departmental
seniority shall be laid off; provided, however, that retained employees must be
capable of performing work required in the department during the curtailed
operations.
(2) In recalls to work after lay-offs, the Company shall recall to each
department employees with the greatest departmental seniority who have been
previously laid off, those last laid off being the first recalled. The Company
shall not hire a new employee on a job from which an employee or employees are
laid off for lack of work, provided such laid off employee or employees are
capable of performing the job. The Company shall notify those laid off employees
who are to be recalled by certified letter sent to the last address shown on the
Company's records. If within three (3) working days after the Company has given
notice as above provided, such employee fails to report to work, or fails to
give the Company a reasonable excuse for this failure to report, then such
employee shall be terminated.
(3) It is understood and agreed that a temporary interruption of work, of
limited duration not exceeding two (2) working days, not including holiday
shutdown periods, shall not be considered a lay-off, as where some or all of the
employees of a department are directed not to report to work for any part or all
of such limited period of time; or, after reporting and doing some work, are
directed to leave before completing a full day's work. When some employees are
required to work during "Holiday Shutdown", the employees will be selected by
departmental seniority and be capable to do the job.
Section 7:
1. When a permanent vacancy exists within a department and such vacancy is
to be filled on a permanent basis, such vacancy shall be filled by the employee
having the greatest plant-wide seniority who has the ability and capacity to
perform the required work. The Company shall publish and post complete job
descriptions for all job categories. The descriptions will be used as a guide to
determining an employee's qualifications. Accordingly, starting with the
employee with higher seniority, all the employees bidding for the job shall be
tested "on the jobs for at least thirty (30) calendar days on his ability and
capacity to do the job; it is understood that employees to be
<PAGE> 8
considered for vacancies therein must have these qualifications. If the first
employee being tested is accepted for the job, the rest of the employees who
signed for that job shall be informed in writing that the position has been
taken. The successful bidder for a job opening, that is, the employee who is
awarded the job, may not bid again for a period of six (6) months. A new
employee may not bid on a different job for six (6) months from his/her date of
hire. If, before filling the position, there have been some rejections among
bidders, these employees shall be told in writing the specific reasons for his
or her rejection after being tested on the job. Any employees not possessing the
required qualifications shall not be assigned to jobs in these departments
regardless of departmental or plant-wide seniority. However, the Company may, at
its option, decide to give an inexperienced employee with potential an
opportunity to qualify.
2. A new employee who is hired to a "C" classification will be considered
a trainee for a period not to exceed six months. At the end of this period he
will be promoted to higher classification depending on his qualifications.
3. If an "A" job opening occurs, anyone in that department who is a "B"
shall be given the opportunity to qualify as an "A".
Section 8: Foremen, supervisors and technical department staff shall be
permitted to instruct probationary employees to the job and also old employees
on new work, or help the operators in an emergency, and work on R&D projects
where that work is necessary to solve a technical problem. The performance of
such work shall not cause a lay-off of any bargaining unit employees nor delay
the recall of bargaining unit employees nor delay the filling of vacancies
through the job bid procedure.
Section 9: 1.) Job openings shall be posted for five (5) working days for the
purpose of job bidding. If at the time a job bid is posted there are employees
absent from the plant due to sickness, they will be contacted by telephone with
a Union representative present. They will be allowed to accept or reject the bid
by telephone.
2.) Employees on lay-off or leave of absence are eligible to fill
job openings posted, if qualified, in the event no employee working bids on the
job, and prior to the Company hiring new employees to fill the position.
Section 10: When vacancies cannot be filled by the methods outlined in Section 7
above, then the Company shall have the right to obtain an employee to fill the
vacancy by any means it may desire, including the hiring of a new employee.
Section 11: Employees with departmental seniority will have shift preferences if
qualified. When an employee by means of seniority chooses a shift other than
where he is normally assigned, making it necessary to "displace" another
employee with lesser seniority within his classification, he shall work in his
new shift no less than three (3) months before he will be able to request
another shift change.
Section 12: Employees with plant seniority will have preference on vacations.
<PAGE> 9
Section 13: Employees with plant seniority will have preference to job openings
if qualified.
Section 14: The Company may from time to time hire technical summer
replacements. They will not be paid higher wages than a "C" classification.
Should the company have needs to hire a part-time employee with a special skill
or for a training program, he will be paid whatever classification rate his
credentials warrant.
ARTICLE VIII - TRANSFERS
Section 1: An employee may be temporarily transferred from one job
classification to another, or from one department to another, whenever it is
necessary by reason of emergencies, filling in for employees on vacation or on
leaves of absence, filling for employees who are absent from the plant because
of illness or accident, filling in for absentees, and in all situations of such
nature.
Section 2: On any assignment involving sixty (60) minutes or more, the employee
shall receive the higher rate while so assigned, regardless of the type of work
performed.
ARTICLE IX - INSURANCE
All employees in the Bargaining Unit will be offered medical and dental
insurance coverage during the term of this agreement. Open enrollment for the
two medical plans presently available to employees will be January 1st and July
1st of each year.
1. The "Health Maintenance Organization" (H.M.O.) medical plan, Plan "B",
offered by Kaiser Permanente.
2. The Blue Cross California Care (H.M.O.) Plan.
3. The medical plans being offered will include prescription drug
benefits.
4. The PacifiCare Dental Plan 490 Monterey Plan.
The Bargaining Unit employee contribution for the plans offered will be:
Single Coverage $ 10.00 per month
Two People$16.00 per month
Family Coverage $25.00 per month
5. The Company will provide Long Term Disability for all Bargaining Unit
employees while actively working.
The Company will not pay group insurance premiums for employees on
personal or military leaves of absence after the end of the month in which the
leave starts. The group insurance premiums for employees off work due to an
occupational or non-occupational illness or injury will be continued for a
maximum of one year.
<PAGE> 10
All employees in the bargaining unit will have coverage for each term group life
insurance, and accidental death and dismemberment insurance in the amount of
$15,000.00 in 1997, $16,000.00 in 1998 and $17,000.00 in 1999. If it becomes
necessary for the Company to change medical, dental and prescription drug
insurance carriers during the term of this Agreement, then the Company and Union
Representative will meet to discuss the new plans and schedule of benefits being
offered. After discussion with the Union, the Company may change carriers
provided that the insurance coverage available to employees shall not be
substantially reduced and provided further that employee premium contributions
shall not increase above the levels provided herein above.
ARTICLE X - PENSIONS
Section 1: The Pension Plan in effect for bargaining unit employees shall be
amended to provide that an employee eligible to retire under the plan on or
after May 1, 1997, will receive retirement income of sixteen dollars ($16.00)
per month for each year of service; for retirement on or after May 1, 1999,
retirement income will be seventeen ($17.00) per month for each year of service.
Section 2: Such other amendments will be made to the plan as may be required by
the "Employee Retirement Income Security Act of 1974".
ARTICLE XI - VACATIONS
Section 1: Each employee actively on the payroll, (i.e., those employees who are
not on lay-off or who are not on sick leave exceeding thirty (30) days on the
anniversary date of his hire) each year will receive vacation pay for service
rendered to the Company.
Section 2: The following schedule will use the employee's anniversary date or
hire as the reference date for counting vacation accrual.
1 year - 5 days
2 years - 10 days
10 years - 15 days
15 years - 20 days
20 years - 25 days
Section 3: The vacation pay week will be seven (7) consecutive calendar days.
Vacation pay will be forty (40) hours per week at the employee's regular
straight-time rate of pay per hour for the thirteen (13) day period immediately
preceding the anniversary of his hiring date.
Section 4: (a) Any employee who quits or is laid off due to lack of work shall
receive the accumulated vacation pay due the employee, for that calendar year.
(b) If any employee is terminated in accordance with Article XIX,
he will be given any accrued vacation provided the reason for termination does
not involve infraction of rules
<PAGE> 11
which caused the Company to sustain monetary loss. Examples are (1) loss of
material due to drinking on the job, (2) theft, deliberate sabotage and similar
offenses.
Section 5: On or before February 1 of each year, a list of individual vacation
allowances will be posted and employees will be invited to express preference as
to when they wish to take vacations. Preferences in the selection of vacation
dates will be governed by plant seniority, and where impractical or wholly
conflicting dates are requested on or before March 31, an employee who has
selected an available vacation period shall be protected in such choice even
though an employee having greater seniority may later request the same date. The
foregoing is subject to the provision of paragraph (a) below:
(a) Vacation will as far as possible be granted on dates requested by each
employee, but the Company (1) may, however, assign vacation periods when an
employee has made no request prior to March 31, or (2) schedule a plant shutdown
of all or part of the operation for vacation purposes at a reasonable time by
giving notice to the Union. In the event the Company elects to shutdown the
plant for vacation, the announcement shall be posted at least three (3) months
prior to the intended date of said shutdown. Vacation shutdown will be limited
to the period beginning June 15 through September 15 of any given calendar year.
Once the Company schedules a plant shutdown and subsequently cancels the
shutdown without a thirty days notice, the Company shall allow employees who
previously scheduled their vacation during such period to take their vacation.
Section 6: In the event of a death of an employee who has an earned but not used
vacation, his beneficiary as named in the Culver City Composites Corporation
records shall receive an amount equivalent to his earned vacation. In case no
person is named as the deceased employee's beneficiary in the Culver City
Composites Corporation records, the Company shall make such payments to the
husband or wife, or any relative by blood or connection by marriage of the
deceased employee or to any other person appearing to said Company to be
equitably entitled to the same by reason of having incurred expense on behalf of
the deceased employee, or for his or her burial.
ARTICLE XII - HOURS OF WORK AND OVERTIME PAY
Section 1: The work week shall begin at 11:30 p.m. on Sunday night and shall end
at 11:45 p.m. on the following Sunday. A work day shall consist of the
twenty-four (24) hour period from 11:30 p.m. to 11:30 p.m. the following day, or
the twenty-four (24) hour period from the beginning of the shift one day to the
beginning of the shift the following day. The Company shall designate the
starting and stopping time on each shift.
Section 2: (a) Each employee shall be assigned to one of three shifts with
starting time to fall on the hours designated below:
1st shift - 11:30 p.m. to 7:15 a.m.
2nd shift - 7:00a.m. to 3:30p.m.
3rd shift - 3:15 p.m. to 11:45 p.m.
<PAGE> 12
(b) The Company will have the option to designate the working
shifts to start one hour earlier or one hour later than the regular time. When,
of necessity, the Company wishes to re-assign an employee to another shift, the
most senior qualified employee in that department shall be first offered the
opportunity to accept such change. If the most senior qualified employees does
not accept the change, it shall then be offered to the next senior qualified
employee, and so on, in order of seniority. Any shift changes or re-assignments
shall be preceded by two working days notice to the employee and the Union.
(c) The Company shall have the option to schedule two working
shifts if the load of work requires it. When such shifts are to be scheduled,
the starting time shall fall on the hours designated below:
1st shift - 6:00 a.m. to 6:00 p.m.
2nd shift - 6:00 p.m. to 6:00 a.m.
Shift schedules, including schedules for individual employees, may be
changed by the Company in an emergency, and the Union shall be so notified.
Shift schedules shall be arranged to permit employees to complete their forty
(40) hours or five (5) day week within the regular work week defined in Section
1 above. In fixing the work week and indicating the number of hours normally
worked during the same, it is with the distinct understanding that nothing shall
be construed as a guarantee of hours of work per day, or per week, or days of
work per week, per month or per year, except as hereinafter provided in
connection with reporting pay and call-in time.
Section 3: (a) Any work in excess of eight (8) hours in any one day or after
forty (40) straight-time hours in any one (1) work week shall be paid at the
rate of time and one-half.
(b) Work performed on Saturday shall be paid at the rate of time and
one-half.
(c) Work performed on Sunday shall be paid at the rate of double
time.
Section 4: For the purpose of computing premium time, the 3:15 p.m. to 11:45
p.m. shift shall be considered the last shift of the day and shall be the same
work day as the previous shifts (11:30 p.m. to 7:15 a.m. and 7:00 a.m. to 3:30
p.m.) to complete the twenty-four (24) hour work day.
Section 5: Each employee is required to be at his work place at the start of his
scheduled shift. No employee, unless excused, shall leave his work place to wash
up and change his clothes until the end of his shift.
Section 6: An employee who is injured at work and, by reason thereof, is unable
to complete his shift, shall have that day counted as a day worked.
Section 7: When overtime work is available in a department, such overtime work
shall, insofar as possible, be distributed equally among the employees who
regularly perform the work within the Department, in accordance with seniority
and the requirements of the job and the ability of the
<PAGE> 13
employees to handle the same, and who are available in the plant when the
assignments are made. If a qualified employee is not available, then such
overtime work shall be assigned in accordance with seniority to any employee in
another department who is capable of doing the work required.
Section 8: When advance notice to work overtime is given the previous day, and
the employee agrees, he will be required to work overtime unless excused by one
of the supervisors. If a sufficient number of employees do not agree to work
overtime, then such overtime work shall be first offered to the highest senior
employee capable of doing the overtime work, and if an insufficient number is
obtained, such overtime work shall then be assigned to the lowest senior
employee capable of doing the work.
Section 9: No employees shall be allowed to work overtime that would prevent
their attending a regularly or specially scheduled Union meeting. Employees will
clock out 15 minutes before the meeting start time and clock back in 15 minutes
after the close of the meeting.
Section 10: Each employee shall be entitled to two (2) ten (10) minute rest
periods per shift, one approximately midway between starting time and mealtime
and the other approximately midway between mealtime and the end of the shift.
Section 11: All employees shall be allowed paid clean-up time five (5) minutes
before quitting time on each shift, except for maintenance and mixing department
employees who shall have ten (10) minutes.
Section 12: Lunch periods shall be thirty minutes approximately midway between
the start of the shift and the end of the shift and there shall be no split
shifts.
Section 13: When breakdown or unusual work demand of a temporary nature occurs,
employees' regular and normal work shift shall not be changed or modified in
order to avoid overtime pay.
Section 14: The Company will post a monthly overtime roster for each department.
Section 15: If an employee refuses to work overtime, he will forfeit the amount
of time he would have worked, against future allocation of overtime.
ARTICLE XIII - HOLIDAYS
Section 1: The following days shall be considered paid holidays at
straight-time:
New Year's Day
Martin Luther King's Birthday
Washington's Birthday
Good Friday
Memorial Day
July 4th
Labor Day
<PAGE> 14
Thanksgiving
Day after Thanksgiving
Christmas
One Floating Holiday - Date to be established by mutual agreement
Employee's Birthday
Section 2: If any of the above-mentioned holidays fall on a Sunday, then the
holiday shall be observed on the following Monday. If the holiday falls on a
Saturday, then either the previous Friday or the following Monday shall be
observed as a holiday. The Company shall post the holiday date thirty (30) days
in advance.
Section 3: All employees, including those on authorized leave of absence,
laid-off, or on sick leave status, up to thirty (30) days on the date celebrated
as a holiday shall be paid his regular straight-time hourly rate for the
holiday.
Section 4: All employees if required to work on the holiday shall be paid at the
rate of double time per hours, in addition to the straight-time holiday pay.
Section 5: It shall be a condition precedent, that only employees who work the
scheduled work day immediately prior to, and subsequent to the declared holiday,
will be eligible to receive the above-mentioned holiday pay.
Section 6: For the purposes of Section 5 above, the term "scheduled work day"
shall be interpreted to mean the work day which the employee would ordinarily be
scheduled to work in the light of the particular circumstances involved.
For example: If an employee agrees to work on a certain day on which he would
not normally work, he is scheduled for work on that day for the purpose of this
section. If a man is on vacation, his "scheduled work day" for the purpose of
this section would include his last scheduled work day before his vacation and
his first scheduled work day after his vacation.
Section 7: The following will be deemed valid excuses when an employee is absent
from his job on the regularly scheduled working day prior to and subsequent to a
holiday:
1. Employee leaving work due to illness or injury.
2. Employee absent after being subpoenaed to testify in Court.
3. Employee absent because no work is provided.
4. Employee absent due to hearings with the labor conciliation board.
5. Union Officer, Committeeman, or Stewards, absent to attend to official
Union business, provided that supervisor is notified.
6. Employee being absent due to illness or injury.
7. Employee unable to return from vacation due to uncontrollable
circumstances acceptable to the Company.
<PAGE> 15
Section 8:
No work shall be permitted on Labor Day, except for the preservation of Life and
Property. In the event a specified holiday occurs during an employee's vacation,
he shall receive an extra day's vacation, or straight time in lieu thereof.
ARTICLE XIV - CALL-IN/REPORT-IN PAY
Section 1: If after leaving the plant, an employee is called back to work in an
emergency, he shall be paid for the time worked or for four (4) hours at his
applicable hourly rate, whichever is the greatest.
Section 2: Any employee who is called in for work or is scheduled to work, shall
have four (4) hours work or four (4) hours pay.
Section 3: Any employee who is sent home for lack of work any day, having worked
over four (4) hours any day, is entitled to eight (8) hours pay, except when
such is caused by breakdown, fire, civil commotion, lack of power and all other
causes beyond the control of the Company.
ARTICLE XV - SHIFT PREMIUM
Employees working on the third or afternoon shift shall be paid a shift
premium of thirty-five cents ($.35) per hour. Employees working on the first or
night shift shall be paid a shift premium of fifty cents ($.50) per hour.
ARTICLE XVI - MILITARY SERVICE
Section 1: An employee who enters the armed services of the United States, shall
be granted a leave of absence without pay during the period of such service,
during which period his seniority shall accumulate; provided, however, that if
he voluntarily re-enlists, unless it was a national emergency, for an additional
period, he shall not accumulate seniority during such additional period of
service, and shall not be entitled to the re-employment rights and privileges
hereinafter set out. Upon termination of his military service in the first
instance, the employee shall be offered re-employment in his previous position,
or a position of like seniority, status and pay, unless the circumstances have
so changed as to make it impossible or unreasonable to do so, in which event he
shall be offered such employment in line with his seniority as may be available,
which he is capable of doing, at the current rate of pay for such work, provided
he meets the following requirements:
1. He has been honorably discharged.
2. He is physically able to do the work.
3. He reports for work within ninety (90) days after the date of his discharge
or ninety (90) days after hospitalization continuing after discharge for not
more than one and one-half (1-1/2) years.
<PAGE> 16
ARTICLE XVII - WAIVER-SPECIFIC PERFORMANCE
The waiver of any breach or condition of this Agreement by either party
shall not constitute a precedent for any further waiver of such breach or
condition.
ARTICLE XVIII - SEVERABILITY
In the event any Article, Section or portion of the Agreement shall be
declared invalid by a court of competent jurisdiction or is in contravention of
any federal or state law or regulation, the remaining provisions of this
Agreement shall not be invalidated thereby and they shall remain in full force
and effect. It is the Company's policy to provide equal employment opportunity
to all persons regardless of race, color, age, religion, sex, national origin or
handicap not related to work ability and to do everything in its power to
overcome prejudice and discrimination within its organization.
ARTICLE XIX - DISCIPLINE AND DISCHARGE
Section 1: No employee may be disciplined or discharged except for just cause.
The Company agrees to notify the Union within twenty-four (24) hours of any
discharge.
Section 2: If the Union believes that any such discharge is improper or unjust,
then the matter shall be processed in accordance with the grievance and
arbitration procedure.
Section 3: Among the causes for discipline and discharge are those set forth in
the Shop Rules (Appendix I). In the event that an employee shall engage in
conduct which constitutes just cause for disciplinary action (such as Shop Rules
11 to 26), the following procedure shall be followed:
(a) Warning in Writing Within eight (8) working days, a written notice or
warning shall be given to the employee, with a copy to the Union, who violates a
shop rule, which violation is a cause for disciplinary action. A Union
representative shall be present when issuing a written warning or reprimand.
(b) First Time-Off Penalty Within eight (8) working days, a written
notice or warning shall be given to the employee with a copy thereof to the
Union, for the second violation of a shop rule, which violation is a cause for
disciplinary action. A time-off penalty not to exceed three (3) working days may
be given to the employee at this time.
(c) Final Time-Off Penalty
A final written notice or warning shall be given to the employee within
eight (8) working days, with a copy thereof to the Union, for the third
violation of a shop rule, which violation is a cause for disciplinary action.
This final notice or warning shall state such warning as the last warning and
that further violation will be cause for immediate discharge. A time-off penalty
not to exceed five (5) working days, may be given to the employee at the time of
the final written notice.
<PAGE> 17
(d) Discharge An employee may be immediately discharged for a violation of
shop rules after having received a final written notice as cited in (c) above.
However, an employee may have an opportunity to see his committeeman before
leaving the plant.
Section 4: Violation notices shall be removed from the employees record after
one (1) year from the date of issuance.
ARTICLE XX - UNION SECURITY
Section 1: Union Security - The Company hereby agrees that all present employees
who are members of the Union shall remain members of the Union as a condition of
employment, and that all present employees who are not members of the Union
shall become and remain members of the Union not later than the 31st day after
the execution of this Agreement, as a condition of employment; and that all new
employees shall become and remain members of the Union not later than the 31st
day after hiring date as a condition of employment.
Section 2: Payroll Deductions - The Company shall deduct the membership dues and
initiation fees of each employee signing a deduction authorization card which is
deposited with the Company. Union dues and initiation fees are due from new
members on the 31st day of employment. The normal payroll deductions shall be
made on the third (3rd) week of each month. Authorization for deductions will be
irrevocable for the term of the Agreement or for a period of one (1) year,
whichever is lesser, and shall automatically renew itself for successive periods
unless revoked in writing by the employee. The Company shall remit, not later
than the fifth (5) day of each month the sum so collected to the
Secretary-Treasurer of the International Union. Such remittance shall be
accompanied by an itemized statement showing the name of, and the amount of
credit for, each such employee. Reinstatement fees are due on the first (1st)
day of re-employment.
ARTICLE XXI - MISCELLANEOUS
Section 1: The Company shall offer handicapped job applicants equal employment
opportunities provided they can physically qualify without jeopardizing the
safety of other employees or themselves.
Section 2: The Company reserves the right from time to time to bring in trainees
from other plants of the Company for programs of on-the job training provided
that in so doing, the rights of the employees within the bargaining unit shall
not be impaired thereby. The training period is not to exceed thirty (30)
calendar days. After thirty (30) calendar days, the trainee shall become a part
of the bargaining unit.
Section 3: The Company shall provide for the use of the Union reasonable
bulletin board space within the plant for the posting of notices of Union
meetings and other matters affecting the Union and its business, provided that a
copy of each such notice shall be furnished to the Company in advance of
posting. The bulletin board shall not in any event be used for any other
purpose.
<PAGE> 18
Section 4: It is recognized that the Union, through its business agents, may
from time to time need to transact business during working hours with a Local
Union Officer. Whenever this can be done without undue interruption of the work,
the Company agrees to cooperate. For this purpose, the Union's business agent
will report to the Company office. If the Local Union Officer in question can be
relieved temporarily at that time, the Company will make arrangements for such
relief and will permit him to leave his work briefly in order to transact the
business at hand with the Union's business agent.
Section 5: The Company retains the right to establish, change and/or revise such
reasonable rules as it deems necessary, provided that such rules are not in
conflict with the terms and provisions of this Agreement. The purpose of such
rules is not to limit the rights of the employees or the Union as set forth in
this Agreement, but rather to maintain proper order and efficiency throughout
the plant. The reasonableness of the application of such rules shall be subject
to the grievance procedure.
Section 6: Upon application, written leave of absence may be granted to
employees without the loss of seniority at the discretion of the Company. If an
employee voluntarily leaves the Company's employ or is discharged, or exceeds
the leave of absence granted by the Company, such employee shall lose his or her
seniority. This section does not apply to the "Family and Medical Leave Act,"
"California Family Rights Act," "Pregnancy Leave," or other regulated leaves of
absences.
Section 7: The Company will give the Shop Committee, every 60 days, data taken
from the files of the Company specifying the length of service of the employees.
This data is intended for use in determining the seniority status of the
employees.
Section 8: In the event of death in the immediate family, as hereinafter
defined, an employee shall be granted a leave of absence up to and including
three (3) days at straight-time pay if the funeral is held in the state of
California, or five (5) days if the funeral is held outside California, at
straight-time pay, not including Saturday, Sunday, paid holidays or any part of
an employee's vacation, and providing the employee absents himself from work
during the leave period and attends the funeral of the deceased family member.
Unavoidable or any other pertinent delays will be given full consideration in
determining the employee's "leave". It is agreed that funeral leave pay is to
compensate the employee for loss of earnings for time away from work due to a
death in his immediate family, and hence, an employee cannot work and receive
funeral leave pay for the same period. The immediate family of an employee is
construed to be spouse, child, brother, sister, mother, father, mother-in-law,
or father-in-law of the employee.
Section 9: Any employee who is called for and serves on a Municipal, County or
Federal jury, shall be paid the difference between the amount paid for such
service and the employee's current base rate earnings for the time lost from his
regularly scheduled eight (8) hour shift by reason of such service.
(a) An employee selected for jury duty who is on a shift other than
the day shift shall be assigned to the day shift for those days he is required
to serve as a juror.
<PAGE> 19
(b) The employee must notify the Company within twenty-four (24)
hours after receipt of notice or subpoena of selection for jury duty.
(c) The maximum amount of time an employee will be paid for jury
duty will be ten (10) working days.
Section 10: The Company will notify the president of the Union of employee
status changes as they occur, in writing, within forty-eight (48) hours.
Section 11: No employee shall perform maintenance on any machine to which he is
assigned except in those instances where the work is an essential part of the
skill required of a machine operator. Examples of such work are installation and
adjustment of coating rollers and general set-up changes for different coating
processes, and the cleaning of process equipment as the situation requires from
time to time.
Section 12: All employees will maintain a reasonable level of quality
workmanship in all departments. Failure to maintain a reasonable level of
quality workmanship will subject the employee to the disciplinary procedure set
forth in Article XIX, Section 3.
Section 13: No member of the Union shall be required to pass through a legally
maintained AFL-CIO, or Joint Council Teamster #42 picket line.
Section 14: No bargaining unit employee shall be responsible for the discipline,
suspension or discharge of any other hourly employee.
Section 15: In the interest of insuring that employees obtain and wear safety
shoes immediately upon starting work, the Company agrees to reimburse new
employees for the safety shoes in a manner consistent with current practice, at
the beginning of employment rather than at the end of the probationary period.
Section 16: Employee may, at times, be called on to complete initial product
testing to aid in the operation of production equipment. The type testing being
done is not intended to replace normal QC testing for product conformance to
customer specification. The testing being done, however, may be used for
equipment standardization, statistical process control and/or product process
conformance.
ARTICLE XXII - RATES OF PAY
The wage rate for employees employed in the aforementioned classifications
shall during the life of this Agreement be as set forth in Appendix II attached
hereto and by this reference made a part of this Agreement as though set out in
full at this point.
<PAGE> 20
ARTICLE XXIII - ASSIGNABILITY
This Agreement shall be binding upon the Successors or Assigns of either
party. The provisions, terms or obligations herein contained shall not be
affected or changed in any respect by the sale, plant relocation, consolidation,
merger, transfer or assignment of the Company with respect to its operations at
the plants located at 3512-20 Helms Avenue, Culver City, California 90232, and
5915 Rodeo Road, Los Angeles, California 90016.
ARTICLE XXIV - COST OF LIVING ADJUSTMENTS
Cost-of-Living wage adjustments, either up or down, on the base hourly
rates shown in Appendix II shall be made every year on the contract anniversary,
following the March announcement by the U.S. Bureau of Labor Statistics (base
1982-84 = 100) of the Consumer Price Index figure for all Urban Consumers for
Los Angeles, Anaheim and Riverside, California. The Base Index figure on which
any adjustment will be computed shall be March of the prior year and March of
the current year index figure for Los Angeles. However, any Cost-of-Living
adjustment shall not exceed ten cents ($.10) per hour in any calendar year. This
will be in addition to the one dollar and fifty-eight cents ($1.58) per hour
total already accrued during the terms of the previous contracts.
The amount of any Cost-of-Living adjustment, up or down, shall be one cent
($.01) per hour for each four-tenths (.4) of a point change in the Index figure
for Los Angeles as computed from the Base Index figure of March. A decline in
the Los Angeles Index figure below the Base Index figure shall not result in a
reduction of the base hourly rates shown in Appendix II.
The Cost-of-Living adjustment, if any, shall be an "add-on" and shall not
become a fixed part of the base hourly rates for any classification. Such
adjustment shall be payable only for hours actually worked and shall be included
in the calculation in the overtime premium but shall not be a part of the
employee's pay for any other purpose and shall not be used in the calculation of
any other pay, allowance or benefit.
ARTICLE XXV - SICK LEAVE
Section 1: In the event an employee of at least one year's service with the
Company becomes ill or disabled, thereby losing working time, the Company will
pay said employee for lost time of one (1) day (8) hours; two years service two
(2) days (16) hours; three years service three (3) days (24) hours; four years
service four (4) days (32) hours; five years service five (5) days (40) hours,
in that calendar year. There shall be a maximum of five (5) days paid sick leave
per calendar year. These days are not accumulative. Pay for sick leave shall be
at the employee's base hourly rate.
Section 2: An employee shall be paid for unused sick leave days, as defined in
Section I above, with the last pay in December of each year.
<PAGE> 21
Section 3: If an employee is terminated from employment and has not used the
sick leave to which he may be entitled, as defined in Section I above, he shall
be entitled, as defined in Section I above, he shall receive pay for such unused
sick leave.
Section 4: If an employee has not missed work days from January 1 to December 31
the same year, he/she will receive compensation equal to two additional sick
days. If the employee misses no more that one work day during the same period of
time, he/she will receive compensation equal to one additional sick day.
ARTICLE XXVI - SIGNATURE PAGE
All provisions of this Agreement shall be subject to the laws of the State
of California and the United States of America.
This Agreement shall remain in effect until midnight, and shall remain in
effect from year to year thereafter, unless either party serves written notice
on the other party of their desire to amend this Agreement, which notice shall
be served on the other party at least sixty (60) days prior to the termination
date.
IN WITNESS THEREOF, the parties hereto, being duly authorized to execute
same, have executed this Agreement as of the day and year first herein above set
forth.
CULVER CITY COMPOSITES CORPORATION, STOVE, FURNACE, ENERGY
AND CULVER CITY PLANT AND ALLIED APPLIANCE WORKERS
LOS ANGELES PLANT DIVISION INTERNATIONAL
BROTHERHOOD OF BOILERMAKERS,
IRON SHIP BUILDERS, BLACKSMITHS,
FORGERS AND HELPERS, AFL-CIO, CFL,
LOCAL LODGE NoS230
APPROVED :________________________ ___________________________
Henry G. Juarez Date:
Division International Representative
Stove, Furnace & Allied Appliance
Workers' Division
_____________________________ ___________________________
Paul W. Pendorf Date:
President
Culver City Composites Corporation
<PAGE> 22
APPENDIX I
SHOP RULES
The following Shop Rules and Regulations have been established by the
Company for the protection of the rights of employees, the preservation of
Company property, to insure impartial treatment and to promote cooperation.
An infraction of any of the following rules will be cause for immediate
discharge (See Article XIX) when guilt has been clearly establish d and the
offense occurs on Company property.
1. Deliberate falsification of personnel or other records.
2. Possession of lethal weapons on Company premises at any time.
3. Fighting (aggressor only, if this fact can be ascertained; otherwise
both).
4. Theft of property of other employees or the Company.
5. Deliberate sabotage.
6. Attempting to injure others.
7. Deliberate immoral behavior.
Conviction of any felony offense, for which an actual jail term is
sentenced and would interfere with regular work schedule. Traffic violations
excepted.
Absence for four (4) consecutive working days without notification or
excuse will be considered a voluntary quit.
Deliberate destruction of Company property, tools, equipment or the
property of employees in any manner.
An infraction of any of the following Shop Rules will be cause for
disciplinary action, as set forth in Article XIX of the Union Agreement.
Insubordination: Refusing to satisfactorily perform a reasonable task or
duty assigned by the foreman or other supervisor, subject to provisions of
Article IV, Section 5.
Leaving own department or the plant during working hours, without
permission from his immediate supervisor or his designate.
Horseplay, scuffling or throwing things.
<PAGE> 23
Wasting time or loitering in toilets, lunch room, or any other Company
property during working hours.
Unauthorized soliciting or collecting contributions for any purpose
whatsoever on Company time.
Gambling, lottery or any other game of chance on Company premises at any
time.
Abuse of Company property, tools, equipment or the property of employees
in any manner.
Carelessness in regard to accidents and safety to self or others, or
failure to properly use safety devices provided.
Throwing refuse on the floors or out the window.
Punching another person's time card or deliberately failing to punch own
time card.
Frequent garnishments.
Deliberately failing to immediately report accidents or personal injuries.
profane, threatening or abusive language.
Sleeping on duty.
Stopping work before proper and authorized time.
Tampering with bulletin boards.
In addition to the Shop Rules specified herein, the parties recognize the
implementation of Culver City Composites Substance Abuse Policy, effective May
1, 1992. In the event that disciplinary action other than termination (or
referral to an EAP) is warranted under the Substance Abuse Policy, then the
disciplinary procedure in Article XIX, Section 3 will prevail.
Nothing contained in the Substance Abuse Policy is intended to subvert the
traditional negotiated Progressive Disciplinary System, nor shall the Company
implement this Policy for such improper purpose.
<PAGE> 24
APPENDIX II
HOURLY WAGE SCHEDULE
<TABLE>
<CAPTION>
Technical Department 5/01/97 5/01/98 5/01/99
------ ------ ------
<S> <C> <C> <C>
Senior Technician $13.70 $14.00 $14.25
Advanced Technician 12.84 13.14 13.39
Technician A 11.92 12.22 12.47
Technician B 11.54 11.84 12.09
Technician C 9.11 9.41 9.66
Maintenance Department
Senior Mechanic $13.54 $13.84 $14.09
Advanced Mechanic 12.69 12.99 13.24
Mechanic A 11.77 12.07 12.32
Mechanic B 11.40 11.70 11.95
Mechanic C 8.96 9.26 9.51
Janitor A 11.33 11.63 11.88
Janitor B 10.96 11.26 11.51
Production Department
Senior Operator $13.24 13.54 13.79
Advanced Operator 12.44 12.74 12.99
Operator A 11.52 11.82 12.07
Operator B 11.14 11.44 11.69
Operator C 8.71 9.01 9.26
Truck Driver 11.38 11.68 11.93
Shuttle Bus Driver 11.01 11.31 11.56
</TABLE>
The following wage increase becomes effective on the signing of this
Agreement:
$.30 Increase - Second Year May 1, 1998
$.25 Increase - Third Year May 1, 1999
Section 1: Any employee whose present rate exceeds his or her
classification shall not be reduced.
<PAGE> 25
APPENDIX III
ABSENTEE CALL-IN PROCEDURE
1. In the event that a Bargaining Unit employee is unable to come to work,
it shall be his/her duty to call in to and notify his or her supervisor prior to
the start of their shift.
2. The Company shall designate telephone numbers for this purpose.
3. The supervisor taking the all will complete an Absentee form to record
the following information:
(a) Name of employee
(b) Date absent
(c) Date called
(d) Time called
(e) Reason
(f) Supervisor's signature
4. The Union and employee will be given a copy of the completed absentee
form.
<PAGE> 26
APPENDIX IV
NO FAULT ATTENDANCE POLICY
DEFINITIONS
Tardiness - Reporting for work after the scheduled starting time for the shift
is one (1) point.
Absence - Being absent will result in two (2) points. If an employee is absent
more than one day due to the same illness or injury, all the consecutive days
will be viewed as two (2) points.
Employees must have a doctor's excuse when they return to work if off due to
illness or injury resulting in more than three consecutive days, absent without
doctors' excuse two (2) points per day absent.
No points will be assessed for tardiness or absence if 24 hours pre-approval is
obtained from supervision.
Excused absence - No point will be given for excused absences as stipulated in
the contract, i.e., vacation, holidays, leave of absence, funeral leave,
industrial injury, jury duty, military leave, employees birthday, subpoenaed to
testify in court, union business, lay-off, Family and Medical Leave Act,
California Family Rights Act, Pregnancy Leave or other regulated leaves of
absences.
COUNSELING PROCEDURE
First Stage - Written Warning (6 points)
Second Stage - Final Warning (12 points)
Third Stage - Termination (18 points)
An employee's record can be purged of points as follows:
One (1) point will be deducted for each 4 consecutive calendar weeks that
no lates or absences occur. Written warnings will be removed when points are
reduced below 6 and 12 points. Points can only be reduced to "0". No one can
build up negative points.
Two (2) points will be set aside when an employee has worked six (6)
months without receiving any points for attendance. Layoffs and leave of absence
time will not count toward the six month period. (Attendance Program Only)
At each stage of the progressive procedure, the employee will be counseled
regarding his absenteeism and also made aware of the Employee Assistance
Program. Any discrepancy in the administration of the absentee program, or any
mitigating circumstance, must be brought to management's attention at each stage
of the counseling procedure within seven (7) days following the date of
counseling. Otherwise, the record will stand as correct. At each counseling
<PAGE> 27
stage, the employee will receive a copy of his absentee record. The Union
Representative will be present if any employee is to be given a counseling
warning for absenteeism. The Union is to be copied on any counseling action for
absenteeism entered into an employee's record. The Union's cooperation and
assistance in correcting an absentee problem is invited.
<PAGE> 28
APPENDIX V
MISSION STATEMENT
Culver City Composites Long Range Mission
The mission of Culver City Composites Corporation is to be a leader in the
development, manufacture and supply of composite materials.
Culver City Composites Ideals
In order to fulfill our long range mission the following ideals will govern our
behavior:
Continuous Improvement in every sphere of operation
Superior Quality through cost-effective products and solutions
Superior Service based on the satisfaction of customer needs
Technical Excellence in products, processes and services
Environmental and Safety Consciousness in all operations
Complete Integrity in all activities
Financial Strength through sound commercial judgment
The Development of motivated and capable employees
Quality Policy
To achieve this mission and ideals, Culver City Composites Corporation
shall be committed to providing services and products that are manufactured or
processed to meet and exceed our internal and external customers' expectations,
on time, all the time. The quality management system shall be designed and
implemented to meet the requirements of this quality assurance manual, in
compliance with the requirements of Boeing D1-9000, G.E. S-1000 and MIL-I-45208.
This Agreement is signed with the understanding that the parties hereby
stipulate that only the contract pages where changes were negotiated and agreed
upon will be rewritten. Other than that, errors, typographical or otherwise,
shall be corrected with accordance to the previous (1995-1997) Agreement between
the parties.
<PAGE> 29
APPROVED BY: ________________________ ________________________
Henry G. Juarez Date:
Division International Representative
Stove, Furnace & Allied Appliance
Workers' Division
_____________________________ ___________________________
Paul W. Pendorf Date:
President
Culver City Composites Corporation
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM 10Q DATE
6/30/97 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH 10Q.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<EXCHANGE-RATE> 1
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 5,996
<ALLOWANCES> 126
<INVENTORY> 3,148
<CURRENT-ASSETS> 9,534
<PP&E> 7,351
<DEPRECIATION> 1,000
<TOTAL-ASSETS> 24,620
<CURRENT-LIABILITIES> 6,174
<BONDS> 0
0
0
<COMMON> 44
<OTHER-SE> 13,077
<TOTAL-LIABILITY-AND-EQUITY> 24,620
<SALES> 16,548
<TOTAL-REVENUES> 16,549
<CGS> 11,554
<TOTAL-COSTS> 15,807
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 244
<INCOME-PRETAX> 826
<INCOME-TAX> 119
<INCOME-CONTINUING> 707
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 707
<EPS-PRIMARY> 0.16
<EPS-DILUTED> 0.16
</TABLE>
