SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES AND EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 1996
Commission file number: 000-21377
Rofin-Sinar Technologies Inc.
---------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 38-3306461
-------- ----------
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
45701 Mast Street, Plymouth, MI 48170
------------------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (313) 455-5400
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
Title of each class
-------------------
Common Stock, $.01 par value
Rights Associated with Common Stock, par value $.01 per Share
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
The aggregate market value of the common stock held by non-affiliates of the
Registrant (based upon the closing price of the stock on the Nasdaq National
Market on December 20, 1996) was approximately $143,187,500.
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes ___ No ___
11,510,500 shares of the Registrant's common stock, par value $.01 per share,
were outstanding as of December 20, 1996.
Documents Incorporated by Reference
-----------------------------------
Certain sections of the Company's Proxy Statement to be filed in connection with
the Company's 1997 Annual Meeting of Stockholders to be held in March 1997 are
incorporated by reference herein at Part III, Items 10 - 13.
<PAGE>
Item 6 - Selected Financial Data
<TABLE>
<CAPTION>
Years ended September 30,
---------------------------------------------------------
1993 1994 1995 1996
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Statement of Income Data:
Net sales 60,034 69,217 92,466 115,903
Cost of Goods Sold 47,745 46,993 57,162 72,096
Gross Profit 12,289 22,224 35,304 43,807
Selling General, and Administrative Expenses 21,951 17,059 20,673 21,246
Research and Development Expenses 10,276 6,834 6,719 9,335
Income (Loss) from Operations (19,938) (1,669) 7,912 13,226
Net Interest Expense 1,654 1,308 1,272 1,010
Income (Loss) before Income Taxes (21,386) (3,116) 6,265 12,244
Net Tax Expense (Benefit) (1,565) (1,422) 3,052 4,956
Net Income (Loss) (19,821) (1,694) 3,213 7,288
Pro forma net income per common share 0.37 0.84
Shares used in computing pro forma net income 8,631,578 8,639,498
per shares
Operating Data:
As percentage of sales:
Gross profit 20.5% 32.1% 38.2% 37.8%
Selling, general and administrative expenses 36.6% 24.6% 22.4% 18.3%
Research and development expenses 17.1% 9.9% 7.3% 8.1%
Income (loss) from operations -33.2% -2.4% 8.6% 11.4%
Income (loss) before income taxes -35.6% -4.5% 6.8% 10.6%
Balance Sheet Data:
Working Capital 7,672 4,927 14,530 56,138
Total Assets 84,580 76,667 90,995 133,147
Line of credit and loans 22,196 22,380 21,805 24,780
Stockholders' Equity 35,837 30,583 39,673 78,000
Other Data:
Depreciation and Amortization 2,803 2,527 2,364 2,449
Backlog 12,500 17,000 26,500 35,900
Sales per employee 135 184 227 256
</TABLE>
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment to be signed
on its behalf by the undersigned, thereunto duly authorized.
Date: January 15, 1997 ROFIN-SINAR TECHNOLOGIES INC.
By: /s/ Gunther Braun
-----------------------------------
Gunther Braun
Executive Vice President,
Finance and Administration
and Chief Financial Officer
