<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996 COMMISSION FILE NO.: 0-16182
AXSYS TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 11-1962029
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
645 MADISON AVENUE
NEW YORK, NEW YORK 10022
(Address of principal executive offices) (Zip Code)
(212) 593-7900
(Registrant's telephone number, including area code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
Common Stock, par value $.01 per share
$1.20 Cumulative Exchangeable Redeemable Preferred Stock,
par value $.01 per share
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE
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 (ss.229.405 of this chapter) 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].
Aggregate market value of the voting stock held by non-affiliates of the
registrant as of the close of business on March 25, 1997, $22,480,000.
Common Stock outstanding at March 25, 1997: 2,986,381 shares.
DOCUMENTS INCORPORATED BY REFERENCE
DOCUMENT FORM 10-K REFERENCE
Portion of Axsys Technologies, Inc. Notice of Annual
Meeting of Stockholders and Proxy Statement. Part III, Items 10-13
<PAGE>
PART I
ITEM 1. BUSINESS
GENERAL
Axsys Technologies, Inc. (the "Company"), formerly known as Vernitron
Corporation, was incorporated in New York in 1959 and reincorporated in
Delaware in 1968. On April 25, 1996, the Company acquired the stock of
Precision Aerotech, Inc. ("PAI"), a leading manufacturer of high performance
laser scanners, optics and precision machined components. On October 2, 1996,
the Company's Speedring, Inc. subsidiary acquired substantially all of the
assets of Lockheed Martin Beryllium Corporation ("LMBC"), a precision
machining business of beryllium and other exotic material components. The
Company is primarily engaged in the design, manufacture and sale of precision
optical and positioning components and sub-systems and electrical/electronic
interconnect devices, and the distribution and service of precision ball
bearings.
BUSINESS OF THE COMPANY
The Company operates in five manufacturing plants and three distribution
facilities located in the United States in one business segment,
electromechanical components and sub-systems, which is organized into two
product groups: the Precision Systems group, formerly known as the Motion
Control group, and the Industrial Components group.
The Precision Systems and Industrial Components groups accounted for 53%
and 47%, respectively, of the Company's consolidated net sales of $91.3
million in 1996 (see Management's Discussion and Analysis of Financial
Condition and Results of Operations for three year sales comparisons).
PRECISION SYSTEMS GROUP. The Precision Systems group designs, manufactures
and sells precision optical and positioning components and sub-systems used in
high performance markets such as the commercial satellite, defense, digital
imaging and semiconductor capital equipment markets. The group's products
generally involve a high degree of interactive application engineering to meet
each customer's unique requirements for reliability and accuracy under
demanding and often hostile environmental or shock conditions, such as space
flight and industrial automation. Average unit prices for the component
products generally exceed $100 and range upward to more than $1,000. Average
unit prices for sub-systems range from $1,500 to $100,000. However, limited
volume custom products may sell for as high as $400,000 per unit. Individual
purchase orders generally cover small unit quantities. Approximately 51% of
current bookings by this group are for U.S. and foreign government defense
applications. The remainder of the business is spread over a variety of
commercial and industrial applications. A large percentage of the defense
business is used in or to support tactical missiles programs, infrared night
vision systems and other pointing and targeting systems.
The Precision Systems group offers one of the broadest range of precision
optical and positioning components in the industry. The group's component
product offering includes precision metal optics, precision airbearings,
electronic controls, magnetic based prime movers and motors, position and
speed feedback devices utilizing magnetic, potentiometric and optical
technologies and pressure transducers. In addition, the group's capabilities
include precision machining of beryllium and other exotic material components.
The Precision Systems group's breadth of component product offerings also
enables it to provide a single solution to customers' often diverse
precision optical and positioning requirements. Through the integration and
packaging of various optics, airbearings, motors, feedback devices and
electronics, the group can produce sophisticated sub-systems such as
airbearing and ball bearing scanners and rotary and linear actuators.
Applications for these sub-systems include semiconductor capital equipment,
medical surgical tools and imaging equipment, mass data storage drives, laser
scanners for high speed film recording, satellite instrumentation, air and
ground based targeting and positioning systems, missile guidance systems and
industrial control systems. Sub-systems sales represented approximately 23% of
the group's sales in 1996.
The Precision Systems group operates through the Company's Vernitron
division and two subsidiaries, Speedring Systems, Inc. and Speedring, Inc.
INDUSTRIAL COMPONENTS GROUP. The Industrial Components group designs,
manufactures and sells
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electrical/electronic interconnect devices through the Company's Beau
Interconnect Systems division and distributes and services precision ball
bearings used in a diverse group of industrial, commercial and consumer
applications through the Company's AST Bearings division. The group's products
are almost always sold as components and require a minimum amount of
specialized application engineering. Average unit selling prices range from $1
to $3 and individual purchase orders generally cover large unit quantities.
Substantially all of the Industrial Components group sales are to domestic
commercial and industrial markets.
The Industrial Components group's interconnect product line designs and
manufactures safety agency approved barrier terminal blocks in the .5 to 50
ampere capacity range. These terminal blocks are used in a broad range of
applications such as industrial controls and automations, HVAC, security,
power supplies and telecommunications. The interconnect product line also
manufactures power connectors for frequent connect and disconnect applications
such as vending machines, coin changers and traffic controls.
The Industrial Components group also distributes precision ball bearings
from three warehouse locations - Montville, New Jersey, Irvine, California and
Dallas, Texas - to bearing distributors and to end users in a variety of
industries such as machine tools, office automation and semiconductor
processing equipment and manufacturers of other precision instruments.
MARKETING. The Company's products are sold directly to original equipment
manufacturers and U.S. Government agencies and contractors, and through a
network of manufacturers' representatives and distributors.
DOMESTIC AND FOREIGN SALES. The following table sets forth, for each of
the last three fiscal years, information concerning the Company's domestic and
foreign net sales and operating income from continuing operations and
identifiable assets (dollars in thousands):
Fiscal Years
-------------------------------------------
1996 1995 1994
------------ ------------ ------------
Net sales:
USA .................. $ 80,898 $ 57,402 $ 57,752
Foreign .............. 10,403 7,811 4,380
------------ ------------ ------------
$ 91,301 $ 65,213 $ 62,132
============ ============ ============
Export sales as a % of total
net sales: 11.4% 12.0% 7.0%
============ ============ ============
Operating income:
USA .................. $ 6,603 $ 3,155 $ 3,363
Foreign .............. 504 540 314
Restructuring/
inventory writedown
charges (USA) ...... - - (1,315)
------------ ------------ ------------
$ 7,107 $ 3,695 $ 2,362
============ ============ ============
Identifiable assets:
USA..................... $ 62,171 $ 40,485 $ 42,197
============ ============ ============
COMPETITION. The Company competes primarily on the basis of its ability to
design and engineer its products to meet performance specifications set by its
customers, most of whom are original equipment manufacturers who purchase
component parts or sub-systems for inclusion in their end products. Quality,
customer service and competitive pricing are also critical success factors.
There are a limited number of competitors in each of the markets for the
various types of precision optical and positioning components and sub-systems
and electrical/electronic interconnect devices manufactured and sold by the
Company. These competitors, especially those in the precision optical and
positioning product lines, are typically focused on a smaller number of
product offerings than the Company and are often well entrenched. Some of
these competitors have substantially greater resources than the Company. The
Company believes, however, that the breath of its technologies and product
offerings provides it with a competitive advantage over its sub-system
competitors in terms of performance and cost.
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There are numerous competitors in markets to which we distribute precision
ball bearings. These competitors, who vary in size, include other bearing
distributors as well as bearing manufacturers.
CUSTOMERS. There is no customer or group of affiliated customers to which
sales during the fiscal year ended December 31, 1996 were in the aggregate 10%
or more of the Company's consolidated net sales, and there is no customer, the
loss of which would have a material adverse effect on the Company's operations
taken as a whole.
In fiscal 1996, the Company had aggregate sales, both military and
non-military, of approximately $5.1 million directly to the U.S. Government,
including its agencies and departments. These sales accounted for
approximately 6% of total net sales in 1996 as compared to 5% in 1995 and 6%
in 1994. Approximately 22% of net sales in 1996 was derived from subcontracts
with U.S. Government contractors as compared to 13% in 1995 and 18% in 1994.
The majority of these contracts may be subject to termination at the
convenience of the Government, and certain contracts may also be subject to
renegotiation. Currently, the Company is not aware of any termination or
renegotiation of such contracts which would have a material adverse effect on
its business. Because approximately 28% of the Company's business is derived
directly from contracts with the U.S. Government or agencies or departments
thereof, or indirectly through subcontracts with U.S. Government contractors,
the Company's results of operations could be materially affected by changes in
Government expenditures for products using component parts which the Company
produces. However, the Company believes that its exposure to such risk may be
lessened by the broad number and diversity of its product applications and the
strength of its engineering capabilities.
BACKLOG; SEASONALITY. As of December 31, 1996 and 1995, the Company had a
backlog of orders of $56.4 million and $28.0 million, respectively. Management
believes that a substantial portion of the backlog of orders at December 31,
1996 will be shipped during fiscal 1997. Bookings and shipments, while subject
to fluctuation due to the build-to-order nature of a substantial portion of
the Company's business, are not subject to significant seasonal variations.
RESEARCH AND DEVELOPMENT. The Company develops new component products and
sub-systems and improves existing products in order to keep pace with the
technological advances which generally characterize its markets. During fiscal
1996, 1995, and 1994, spending associated with research and development,
before customer reimbursement, was $2.2 million, $1.2 million and $1.2
million, respectively. The Company recovered from customers approximately 17%,
38% and 33% of such spending during fiscal 1996, 1995 and 1994, respectively.
RAW MATERIALS; OTHER SUPPLIERS. Raw materials and purchased components are
generally available from multiple suppliers. However, beryllium, a material
used extensively by the Precision Systems group, is almost exclusively
available from one supplier. Historically, the operations using beryllium have
had an excellent relationship with the key supplier of this material and have
not encountered problems in obtaining their requirements.
PATENTS, TRADEMARKS AND LICENSES. The Company's business is not dependent
on any patent or trademark.
ENVIRONMENTAL REGULATIONS. The Company does not believe that its
compliance with federal, state and local laws and regulations governing the
discharge of materials into the environment or otherwise relating to the
protection of the environment has or will have any material effect upon its
capital expenditures, earnings or competitive position. There can be no
assurance, however, (i) that changes in federal, state or local laws or
regulations, changes in regulatory policy or the discovery of unknown problems
or conditions will not in the future require substantial expenditures, or (ii)
as to the extent of the Company's liabilities, if any, for past failures, if
any, to comply with applicable environmental laws, regulations and permits.
EMPLOYEES. The Company employs approximately 800 persons, all in the
United States. Approximately 40 of such employees are subject to union
contracts. The Company considers its relations with its employees to be
satisfactory. There has been no significant interruption of operations due to
labor disputes.
WORKING CAPITAL PRACTICES. The markets in which the Company competes are
not characterized by any unusual inventory or collection practices.
4
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ITEM 2. PROPERTIES
The Company leases its executive office, located at 645 Madison Avenue,
New York, New York. The principal plants and other materially important
properties at December 31, 1996 are:
OWNED OR
TYPE OF SQUARE LEASED;
LOCATION FACILITY FOOTAGE EXPIRATION
- -------- -------- ------- ----------
St. Petersburg, FL Industrial 52,500 Owned
San Diego, CA Industrial 60,100 Leased; 2000
Montville, NJ Industrial 76,200 Leased; 1999
Gilford, NH Industrial 84,250 Owned
Irvine, CA Industrial 7,800 Leased; 2000
Cullman, AL Industrial 110,000 Owned
Rochester Hills, MI Industrial 29,000 Leased, 1999
All of the facilities owned by the Company are subject to mortgages or
security interests which secure the Company's obligations under its revolving
credit facility or industrial development bonds (see Note 5 to the Financial
Statements).
The Company believes that its properties are suitable and adequate for its
operations.
ITEM 3. LEGAL PROCEEDINGS
The Company is a defendant in various lawsuits, none of which is expected
to have a material adverse effect on the Company's financial position,
liquidity or results of operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
5
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
The Company's common stock trades on the Nasdaq National Market tier of
the Nasdaq Stock Market under the Symbol "AXYS". The following table sets
forth the range of high and low sales prices for the fiscal quarters
indicated:
1996 1995
--------------------- ---------------------
High Low High Low
--------- ---------- --------- ----------
Fiscal Years Ended
December 31:
First Quarter ..... $ 5 5/8 $4 3/8 $5 5/8 $2 1/2
Second Quarter..... 11 7/8 4 3/8 6 1/4 3 3/4
Third Quarter ..... 11 1/4 6 1/4 9 3/8 5 5/16
Fourth Quarter..... 11 1/2 9 6 7/8 5
The information presented above has been adjusted to reflect the July
1996 one-for-five reverse stock split (see Note 4 to the Financial
Statements).
On March 25, 1997, the high and low sales price was $12 1/2.
On March 25, 1997, the approximate number of holders of record of the
Common Stock was 1,100.
The Company did not pay cash dividends on the Common Stock during the
three years ended December 31, 1996. The Company's policy is to retain
earnings for the foreseeable future. The Company's credit facility prohibits
the payment of cash dividends.
6
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ITEM 6. SELECTED FINANCIAL DATA
The following selected financial data for the five fiscal years presented
below is derived from the audited Consolidated Financial Statements of the
Company as adjusted to reflect the discontinuance of the Electronic Components
group (see Note 2 to the Consolidated Financial Statements). The data should
be read in conjunction with the Consolidated Financial Statements and the
related Notes thereto included elsewhere herein.
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
----------------------------------------------------------------------
1996 1995 1994 1993 1992
------------- ------------- ------------- ------------- -------------
(Dollars in thousands, except per share data)
<S> <C> <C> <C> <C> <C>
Net sales......................................... $ 91,301 $ 65,213 $ 62,132 $ 58,649 $ 62,912
Operating income (loss)........................... 7,107 3,695 2,362 (1,348) 1,595
Interest expense.................................. 2,343 1,994 2,264 2,437 2,597
Income (loss) from continuing operations.......... 2,855 884 27 (3,856) (1,042)
Net income (loss) from continuing operations per
common share..................................... 0.74 0.12 (0.20) (4.08) (1.15)
Total assets ..................................... 62,171 40,485 42,197 47,261 52,247
Total debt (1) (2)................................ 26,155 11,513 12,363 26,470 26,920
Shareholders' equity (2).......................... 19,165 14,745 13,269 5,076 9,603
</TABLE>
- ---------------
(1) Includes short-term debt and current portion of long-term debt of
$2,831,000 in 1996, $466,000 in 1995, $442,000 in 1994, $1,200,000
in 1993 and $1,000,000 in 1992.
(2) On July 20, 1994, the Company repurchased its senior bank debt at a
discount and recorded a pretax gain of $9.6 million.
7
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Net sales by product group from continuing operations for the past three
years are presented in the table below. On April 25, 1996, the Company
acquired the stock of PAI and, on October 2, 1996, the Company acquired
substantially all of the assets of LMBC. These acquisitions have been
accounted for under the purchase method of accounting and, accordingly, the
results of the continuing operations of PAI and LMBC (see Note 3 to the
Consolidated Financial Statements) have been included in the Company's
Consolidated Statement of Operations since their respective dates of
acquisition.
1996 1995 1994
------------ ------------ ------------
(Dollars in thousands)
Precision Systems......... $ 48,579 $ 24,750 $ 26,052
Industrial Components..... 42,722 40,463 36,080
------------ ----------- ------------
Net Sales................. $ 91,301 $ 65,213 $ 62,132
============ =========== ============
1996 VS. 1995
Net sales increased by $26.1 million, or 40% in 1996, compared to 1995.
The acquisition of PAI accounted for $23.1 million of the increase.
The Precision Systems group's sales increased by $23.8 million, or 96%,
in 1996, as compared to 1995. The acquisition of PAI accounted for $23.1
million of the increase.
The Industrial Components group's sales increased in 1996 by $2.3
million, or 6%, as compared to 1995. Sales of bearings were up by 9%, due to
increased activity with both original equipment manufacturers and distributors
for use in a variety of industries.
The Company's backlog at December 31, 1996 of $56.4 million was $28.4
million, or 101%, higher than the 1995 year-end backlog. Of the $56.4 million
backlog at December 31, 1996, $30.6 million relates to the PAI and LMBC
product lines.
Operating income in 1996 of $7.1 million was $3.4 million higher than in
1995. This increase was primarily due to the higher sales volume partially
offset by a slightly unfavorable sales mix of lower margin products in both
product groups. Overall, gross margin on sales was 26.1% in 1996, as compared
to 26.4% in 1995.
Selling, general and administrative expense, as a percentage of sales,
declined to 18% in 1996 from 20% in 1995. Selling, general and administrative
expense of $16.5 million in 1996 was $3.2 million higher than in 1995,
primarily due to the acquisitions of PAI and LMBC.
Interest expense increased by $.3 million in 1996 as a result of higher
average borrowings due to the acquisition of PAI and LMBC. The effect of the
higher average borrowings was substantially offset by the reduction of
interest expense attributed to net assets held for disposal (see Note 3 to the
Consolidated Financial Statements) and the effect of lower interest rates
resulting from a lower prime rate and more favorable terms under the Company's
new credit facility (see Note 5 to the Consolidated Financial Statements).
At December 31, 1996, the Company had approximately $10 million of net
operating loss carryforwards available to reduce future taxable income.
8
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1995 VS. 1994
Net sales increased by $3.1 million, or 5%, in 1995, compared to 1994.
The Precision Systems group's sales declined by $1.3 million, or 5%, in
1995, as compared to 1994, primarily as a result of lower shipments of
synchros due to reduced Government spending on spare parts.
The Industrial Components group's sales increased in 1995 by $4.4
million, or 12%, as compared to 1994. Sales of bearings and terminal
blocks/connectors were up by 15% and 8%, respectively, primarily due to new
and increased activity with original equipment manufacturers and the growing
acceptance of new and/or enhanced products offered by the group.
The Company's backlog at December 31, 1995 of $28.0 million was $5.0
million, or 22%, higher than 1994 year-end backlog, while bookings in 1995 of
$70.2 million were $9.0 million, or 15%, higher than 1994. The higher backlog
was primarily due to an increase of backlog in the Precision Systems group of
$3.5 million resulting from the award of a large U.S. Government sub-contract
for tactical weapon components and favorable industrial and defense related
bookings resulting from a more focused approach to the European market. The
Industrial Components group's backlog increased $1.5 million, due primarily to
increased bookings from original equipment manufacturers.
Operating income in 1995 of $3.7 million was substantially the same as
the prior year, after excluding the restructuring/inventory writedown charges
of $1.3 million in 1994. The gross margin earned on the incremental sales
volume ($.7 million) and cost reductions in the Precision Systems group
resulting from restructuring actions completed during 1994 ($.7 million), were
offset by an unfavorable sales mix in both business groups ($1.0 million) and
higher material costs in the Industrial Components group ($.2 million).
Overall, gross margin on sales was 26.4% in 1995, as compared to 27.7% in
1994.
Selling, general and administrative expense, as a percentage of sales,
declined to 20.5% in 1995 from 21.5% in 1994. Selling, general and
administrative expense of $13.3 million in 1995 was substantially the same as
the prior year.
Interest expense declined by $.3 million in 1995 as a result of lower
average borrowings due primarily to the repurchase of the Company's bank
indebtedness at a discount (see Note 5 to the Consolidated Financial
Statements). This decrease was partially offset by higher interest rates.
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by (used in) operations for the years ended 1996, 1995
and 1994 were $2.0 million, $(1.0) million and $1.4 million, respectively. The
increase in cash provided by operations in 1996, as compared to 1995, was
primarily due to higher cash earnings partially offset by reductions in
accounts payable, accrued expenses and other long-term liabilities.
Net cash provided by (used in) investing activities for the years ended
1996, 1995 and 1994 were $2.0 million, $1.9 million and $(.2) million,
respectively. The cash provided by investing activities in 1996 was generated
primarily from the sale of L&S Machine Company, Inc. ("L&S"), a subsidiary of
PAI, for cash consideration of $11.3 million partially offset by the
acquisitions of PAI and LMBC (see Note 3 to the Consolidated Financial
Statements).
The Company had no material commitments for capital expenditures as of
December 31, 1996. It is anticipated that capital expenditures in 1997 could
range from $4.0 million to $4.5 million as compared to the $2.7 million
expended in 1996, including assets acquired under capital leases of $.8
million. The Company also anticipates that it will continue to finance a
substantial portion of these capital expenditures through capital leases.
As discussed in Note 5 to the Consolidated Financial Statements, the
Company entered into a new $37 million senior secured credit facility in
connection with its acquisition of PAI. The available credit under this
facility has
9
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been reduced to $25.2 million as of December 31, 1996 as a result of making
scheduled term loan payments of $1.3 million and applying $10.5 million of the
proceeds from the sale of L&S to prepay a portion of outstanding term loans
under the facility. The Company believes that the remaining availability under
the credit facility and cash generated from operations will be sufficient to
meet the future capital expenditure and working capital requirements of the
combined companies and required debt amortization.
10
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The response to this Item is included in Item 14(a) of this Report.
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None. See Item 14(b) of this Report.
PART III
The information required by Part III is incorporated by reference to the
Company's definitive proxy statement in connection with its 1997 Annual
Meeting of Stockholders to be filed with the Securities and Exchange
Commission within 120 days following the end of the Company's fiscal year
ended December 31, 1996. If such proxy statement is not so filed, such
information will be filed as an amendment to this Form 10-K within 120 days
following the end of the Company's fiscal year ended December 31, 1996.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(A)(1) AND (2) FINANCIAL STATEMENTS
See accompanying index to consolidated financial statements and schedule.
(A)(3) EXHIBITS
See accompanying index to Exhibits.
(B) REPORTS ON FORM 8-K
During the quarter ended December 31, 1996, the Company filed one report
on Form 8-K dated December 23, 1996, which disclosed the Company's sale of its
wholly-owned subsidiary, L&S Machine Company, Inc., to Tru-Circle
Manufacturing, Inc.
11
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Dated: March 26, 1997 AXSYS TECHNOLOGIES, INC.
(REGISTRANT)
By /s/ STEPHEN W. BERSHAD
-------------------------
STEPHEN W. BERSHAD
CHAIRMAN OF THE BOARD OF DIRECTORS
AND CHIEF EXECUTIVE OFFICER
Pursuant to the requirements of the Securities and Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated this 26th day of March, 1997.
/s/ Stephen W. Bershad
---------------------- Chairman of the Board of
STEPHEN W. BERSHAD Directors and Chief Executive
Officer
/s/ Raymond F. Kunzmann
-----------------------
RAYMOND F. KUNZMANN Vice President - Finance, Controller
and Chief Financial Officer
/s/ Anthony J. Fiorelli, Jr. Director
---------------------------
ANTHONY J. FIORELLI, JR.
/s/ Eliot M. Fried Director
-----------------------
ELIOT M. FRIED
<PAGE>
ANNUAL REPORT ON FORM 10-K
ITEM 8, ITEM 14(A)(1) AND (2) AND ITEM 14(D)
INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE
FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 1996
AXSYS TECHNOLOGIES, INC.
<PAGE>
FORM 10-K -- ITEM 14(A)(1) AND (2) AND ITEM 14(D)
AXSYS TECHNOLOGIES, INC.
INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE
The following consolidated financial statements of Axsys Technologies, Inc.,
are included in Item 8:
Consolidated Balance Sheets --
December 31, 1996 and 1995......................................... F-4
Consolidated Statement of Operations --
For the years ended December 31, 1996,
1995 and 1994...................................................... F-6
Consolidated Statement of Cash Flows --
For the years ended December 31, 1996,
1995 and 1994...................................................... F-7
Consolidated Statement of Shareholders' Equity --
For the years ended December 31,
1996, 1995 and 1994................................................ F-8
Notes to consolidated financial statements........................... F-9
The following consolidated financial statement schedule of Axsys
Technologies, Inc., is included in Item 14(d):
Schedule II -- Valuation and qualifying accounts......................F-19
All other schedules for which provision is made in the applicable accounting
regulation of the Securities and Exchange Commission are not required under
the related instructions or are inapplicable and, therefore, have been
omitted.
F-2
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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors of
Axsys Technologies, Inc.:
We have audited the accompanying consolidated balance sheets of Axsys
Technologies, Inc. (formerly known as Vernitron Corporation), a Delaware
corporation, and its subsidiary as of December 31, 1996 and 1995, and the
related consolidated statements of operations, shareholders' equity and cash
flows for each of the three years in the period ended December 31, 1996. These
financial statements and the schedule referred to below are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements and schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Axsys
Technologies, Inc. and subsidiary, as of December 31, 1996 and 1995, and the
results of their operations and their cash flows for each of the three years
in the period ended December 31, 1996 in conformity with generally accepted
accounting principles.
Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The schedule listed in the index
to financial statements and financial statement schedule is presented for
purposes of complying with the Securities and Exchange Commission's rules and
is not part of the basic financial statements. This schedule has been
subjected to the auditing procedures applied in our audits of the basic
financial statements and, in our opinion, fairly states in all material
respects the financial data required to be set forth therein in relation to
the basic financial statements taken as a whole.
ARTHUR ANDERSEN LLP
New York, New York
March 21, 1997
F-3
<PAGE>
AXSYS TECHNOLOGIES, INC.
Consolidated Balance Sheets
(Dollars in thousands)
DECEMBER 31,
---------------------
1996 1995
--------- --------
ASSETS
CURRENT ASSETS:
Cash......................................... $ 2,691 $ 91
Accounts receivable, net of allowance
for doubtful accounts of
$385 in 1996 and $233 in 1995.............. 13,801 8,525
Inventories, net............................. 24,454 16,544
Other current assets......................... 850 651
--------- --------
TOTAL CURRENT ASSETS................... 41,796 25,811
NET PROPERTY, PLANT AND EQUIPMENT.............. 13,456 7,603
EXCESS OF COST OVER NET ASSETS ACQUIRED,
net of accumulated
amortization of $1,045 in 1996
and $836 in 1995............................. 6,415 6,624
OTHER ASSETS................................... 504 447
--------- -------
TOTAL ASSETS............................ $ 62,171 $40,485
========= ========
See notes to consolidated financial statements.
F-4
<PAGE>
AXSYS TECHNOLOGIES, INC.
Consolidated Balance Sheets
(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
DECEMBER 31,
-------------------
1996 1995
-------- --------
<S> <C> <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable ...................................... $ 6,881 $ 5,315
Accrued expenses and other liabilities................. 7,290 5,696
Current portion of long-term debt and
capital lease obligations .......................... 2,831 466
-------- --------
TOTAL CURRENT LIABILITIES............................ 17,002 11,477
LONG-TERM DEBT AND CAPITAL LEASES, less current portion... 23,324 11,047
OTHER LONG-TERM LIABILITIES............................... 2,293 2,697
DEFERRED INCOME........................................... 387 519
SHAREHOLDERS' EQUITY:
$1.20 CUMULATIVE EXCHANGEABLE REDEEMABLE
PREFERRED STOCK, $.01 PAR VALUE: authorized 1,400,000
shares, issued and outstanding 738,881 shares in 1996
and 781,642 shares in 1995............................. 7 8
COMMON STOCK, $.01 PAR VALUE:
authorized 4,000,000 shares, issued and outstanding
2,568,940 in 1996 and 2,520,821 shares in 1995......... 26 25
CAPITAL IN EXCESS OF PAR................................. 17,297 14,712
RETAINED EARNINGS........................................ 1,835
-------- -------
TOTAL SHAREHOLDERS' EQUITY ......................... 19,165 14,745
-------- -------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY ......... $62,171 $40,485
======== =======
</TABLE>
See notes to consolidated financial statements.
F-5
<PAGE>
AXSYS TECHNOLOGIES, INC.
Consolidated Statement of Operations
(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
------------------------------------------
1996 1995 1994
-------- ----------- -----------
<S> <C> <C> <C>
NET SALES....................................... $ 91,301 $ 65,213 $ 62,132
Cost of sales................................... 67,483 47,973 44,903
Selling, general and administrative expenses.... 16,501 13,336 13,343
Restructuring/inventory writedown charges....... 1,315
Amortization of intangible assets............... 210 209 209
--------- ------------ ---------
OPERATING INCOME.............................. 7,107 3,695 2,362
Interest expense............................... 2,343 1,994 2,264
Other expense.................................. 18 252 54
--------- ------------ ---------
INCOME FROM CONTINUING OPERATIONS BEFORE
TAXES AND EXTRAORDINARY ITEM................... 4,746 1,449 44
Provision for income taxes...................... 1,891 565 17
--------- ------------ ---------
INCOME FROM CONTINUING OPERATIONS BEFORE
EXTRAORDINARY ITEM........................... 2,855 884 27
DISCONTINUED OPERATIONS:
Loss from operations, net of tax benefit of $92 (143)
Loss on disposal, net of tax benefit of $1,317 (2,059)
--------- ------------ --------
INCOME (LOSS) BEFORE EXTRAORDINARY ITEM ........ 2,855 884 (2,175)
Extraordinary gain (charge), net of taxes....... (173) 5,856
--------- ------------ --------
NET INCOME .................................... 2,682 884 3,681
Preferred stock dividends...................... 847 574 355
--------- ------------ --------
NET INCOME APPLICABLE TO COMMON
SHAREHOLDERS................................. $1,835 $ 310 $3,326
========= ============ ========
NET INCOME (LOSS) PER COMMON SHARE:
Continuing operations ................... $ 0.74 $ 0.12 $(0.20)
Discontinued operations ................. (1.29)
Extraordinary item ...................... (0.06) 3.44
--------- ------------ -----------
Total ................................... $ 0.68 $ 0.12 $ 1.95
========== ============ ===========
Weighted average common shares outstanding ... 2,690,843 2,511,074 1,701,801
========== ============ ===========
</TABLE>
See notes to consolidated financial statements.
F-6
<PAGE>
AXSYS TECHNOLOGIES, INC.
Consolidated Statement of Cash Flows
(Dollars in thousands)
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
---------------------------------
1996 1995 1994
-------- -------- ----------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income ............................................. $ 2,682 $ 884 $3,681
Adjustments to reconcile net income to cash
provided by (used in) operating activities:
Extraordinary item, net of taxes.................... 173 (5,856)
Loss on disposal of discontinued operations,
net of taxes..................................... 2,059
Utilization of pre quasi-reorganization
tax benefits..................................... 1,435 519 16
Depreciation and amortization....................... 2,722 1,622 1,742
(Increase) decrease in accounts receivable.......... 13 768 (970)
(Increase) decrease in inventories.................. (831) (2,017) 682
(Increase) decrease in other current assets......... 166 (183) 498
Increase (decrease) in accounts payable,
accrued expenses and other liabilities .......... (2,564) (1,324) 349
Decrease in other long-term liabilities............. (404) (882) (461)
Other -- net........................................ (1,411) (343) (349)
------- -------- ---------
NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES........................... 1,981 (956) 1,391
------- -------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures.................................... (1,878) (1,026) (797)
Proceeds from sale of assets............................ 11,532 2,896 605
Acquisition of businesses, net of cash acquired......... (7,611)
--------- -------- ---------
NET CASH PROVIDED BY (USED IN)
INVESTING ACTIVITIES........................... 2,043 1,870 (192)
--------- -------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings................................ 75,891 69,614 45,665
Repayment of borrowings................................. (76,895) (70,464) (49,272)
Net proceeds from common stock rights offering.......... 2,332
Other................................................... (420)
--------- --------- ----------
NET CASH USED IN FINANCING ACTIVITIES........... (1,424) (850) (1,275)
--------- --------- ----------
NET INCREASE (DECREASE) IN CASH................. (2,600) 64 (76)
CASH AT BEGINNING OF YEAR ................................. 91 27 103
--------- --------- ----------
CASH AT END OF YEAR ....................................... $2,691 $ 91 $ 27
========= ========= ==========
</TABLE>
See notes to consolidated financial statements.
F-7
<PAGE>
AXSYS TECHNOLOGIES, INC.
Consolidated Statement of Shareholders' Equity
(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
Preferred Stock Common Stock Capital Retained
------------------- ------------------- In Excess Earnings
Shares Amount Shares Amount of Par (Deficit)
--------- ------- ----------- ------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1993 577,946 $ 6 1,037,014 $10 $ 9,586 $ (4,526)
--------- ----- ----------- ------- -------- --------
Net Income.............................. 3,681
Dividends (a)........................... 94,398 1 354 (355)
Transfer to Capital in Excess of Par (b) (355) 355
Common Stock rights offering............ 1,470,588 15 2,317
Amount realized from utilization of
pre quasi-reorganization tax benefits.. 2,182
Other................................... (2)
--------- ----- ----------- --------- --------- ---------
Balance at December 31, 1994 672,344 7 2,507,602 25 14,082 (845)
--------- ----- ----------- --------- --------- ---------
Net Income.............................. 884
Dividends (a)........................... 109,298 1 573 (574)
Transfer to Capital in Excess of Par (b) (535) 535
Contribution to 401(k) plan............. 11,619 67
Amount realized from utilization of
pre quasi-reorganization tax benefits.. 519
Other................................... 1,600 6
--------- ----- ----------- --------- --------- ---------
Balance at December 31, 1995 781,642 8 2,520,821 25 14,712 -
--------- ----- ----------- --------- --------- ---------
Net Income............................... 2,682
Dividends (a)........................... 27,611 847 (847)
Contribution to 401(k) plan............. 47,671 1 311
Amount realized from utilization of
pre quasi-reorganization tax benefits.. 1,345
Odd-lot redemption ..................... (70,372) (1) (420)
Issuance of warrants to purchase
Common Stock........................... 500
Other................................... 448 2
--------- ----- ----------- --------- --------- ---------
Balance at December 31, 1996 738,881 $ 7 2,568,940 $ 26 $ 17,297 $ 1,835
========= ===== =========== ========= ========= =========
</TABLE>
(A) Represents a 15% dividend paid in additional shares and valued at the
average of the closing bid and ask price as of the dividend record
date. The Company's right to pay dividends in additional shares of
Preferred Stock instead of cash expired on February 22, 1996,
although cash dividends continue to accumulate. Since February 22,
1996, the Company has not declared or paid any dividends on the
Preferred Stock. The per share amounts of dividends, including the
accumulated but unpaid cash portion, were $.57, $.79 and $1.11 per
share of Preferred Stock in 1994, 1995 and 1996, respectively. The
amount of unpaid but accumulated dividends at December 31, 1996 was
$1.02 per share.
(b) Represents transfer of the excess of Preferred Stock dividends over
Retained Earnings.
See notes to consolidated financial statements.
F-8
<PAGE>
AXSYS TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1996
(Dollars in thousands, except per share data)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying consolidated financial statements include the accounts of
Axsys Technologies, Inc., and its wholly-owned subsidiary (collectively the
"Company"). All material intercompany transactions and balances have been
eliminated in consolidation.
Revenue is recognized upon the shipment of product or when services are
rendered.
Inventories are priced at the lower of cost (principally first-in,
first-out, or average) or market.
Deferred financing costs are amortized ratably over the life of the
corresponding debt or commitment.
The excess of cost over net assets acquired is being amortized over
thirty-five years using the straight-line method. The Company continually
reviews goodwill to assess recoverability from future operations using
undiscounted cash flows. Impairments would be recognized in operating results
if a permanent diminution in value occurred.
Property, plant and equipment are stated at cost, less accumulated
depreciation. Depreciation is provided primarily by the straight-line method
using estimated lives for buildings and improvements of 20 years and for
machinery and equipment using estimated useful lives ranging from 3 to 8
years.
Certain items in the 1995 and 1994 financial statements have been
reclassified to conform to the 1996 presentation.
Earnings per share data for each period was computed by dividing net income
applicable to common shareholders by the weighted average number of shares of
common stock outstanding during each period. The calculation of weighted
average number of shares assumes the conversion of those common stock
equivalents which have a dilutive effect on earnings for the period presented.
Common stock equivalents consist of warrants and employee stock options.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
NOTE 2 - DISCONTINUED OPERATIONS
In September 1994, the Company disposed of all of its Electronic Components
business which was comprised of the trimmer, transformer and microwave
component product lines. The disposal was accounted for as a discontinued
operation and, accordingly, the related net assets and operating results are
reported separately from continuing operations. The loss on disposal of the
Electronic Components business for the year ended December 31, 1994 is
comprised of the loss on disposal of the net assets of the business and
operating losses until disposal. During 1994, the Company sold a portion of
the assets of its Electronic Components business for $605. During 1995, the
Company sold the remaining discontinued business assets for $1,500.
F-9
<PAGE>
AXSYS TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 - DISCONTINUED OPERATIONS (CONT'D)
Revenues applicable to the discontinued business for the years ended
December 31, 1995 and 1994 were $290 and $6,897, respectively. The losses from
operations of the discontinued Electronic Components business from September
30, 1994 to December 31, 1994 and through the date of disposal in 1995, were
$326 and $40, respectively, net of related tax benefits. These losses were
charged to a reserve established in 1994 as part of the loss on disposal.
NOTE 3 - ACQUISITIONS AND DIVESTITURE
On April 25, 1996, the Company acquired all of the outstanding shares of
Precision Aerotech, Inc., ("PAI") for $4,728, net of cash acquired. In
addition, the Company repaid $12 million of borrowings under PAI term loans.
Precision Aerotech designs, manufactures and markets laser scanners, precision
metal optics, high performance air bearings and precision machined parts sold
predominantly in commercial markets.
The acquisition of PAI was accounted for under the purchase method of
accounting and, accordingly, the results of operations of PAI have been
included in the accompanying consolidated financial statements since the date
of acquisition. The cost of the acquisition was allocated on the basis of the
estimated fair market value of the assets acquired and liabilities assumed.
The purchase price allocation has been completed on a preliminary basis.
Management does not believe that changes in the purchase price allocation will
be material. During the acquisition process, the Company determined that L&S
Machine Company, Inc. ("L&S"), a wholly-owned subsidiary of PAI which
manufactures structural components for the aerospace industry, did not fit its
long-term strategy and would be subsequently sold. As a result, L&S was
accounted for as a net asset held for disposal as of the PAI acquisition date.
The portion of the PAI acquisition cost allocated to this asset represents the
net proceeds expected to be realized upon sale, which includes an amount for
estimated results of operations of the L&S business during the holding period.
On December 12, 1996, the Company completed the sale of L&S to Tru-Circle
Manufacturing, Inc. for an aggregate purchase price of approximately $13,100
subject to a post-closing adjustment. The price included the assumption of
approximately $1,800 in long-term capitalized leases. The Company used $10,500
of the $11,300 cash proceeds from the sale to pre-pay term indebtedness under
its Credit Facility (See Note 5).
Summarized below are the unaudited pro forma results of operations of the
Company as if PAI had been acquired on January 1, 1995:
Pro Forma
Year Ended December 31,
-----------------------
1996 1995
---- ----
Net Sales ........................ $100,764 $92,332
Income before extraordinary item 3,102 1,396
Net Income ..................... 2,929 1,396
Earnings per share:
Income before extraordinary item 0.83 0.33
Net income ..................... 0.77 0.33
F-10
<PAGE>
AXSYS TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3 - ACQUISITIONS AND DIVESTITURE (CONT'D)
The pro forma financial information presented is not necessarily indicative
of either the results of operations that would have occurred had the
acquisition of PAI taken place at the beginning of fiscal 1995 or the future
operating results of the combined companies. Pro forma income before
extraordinary item and net income for the year ended December 31, 1996 include
certain special charges totaling approximately $400. No such charges have been
recorded for the year ended December 31, 1995.
On October 2, 1996, the Company acquired substantially all of the assets of
Lockheed Martin Beryllium Corporation ("LMBC") for $2,883 subject to
post-closing adjustments. LMBC's operations consist primarily of precision
machining of beryllium and other exotic material components. This acquisition
has also been accounted for under the purchase method of accounting and,
accordingly, the results of operations of LMBC have been included in the
accompanying consolidated financial statements since the date of acquisition.
The cost of the acquisition has been allocated on the basis of the estimated
fair market value of the assets acquired and liabilities assumed. The purchase
price allocation has been completed on a preliminary basis. Management does
not believe that changes in the purchase price allocation will be material.
NOTE 4 - SHAREHOLDERS' EQUITY
COMMON STOCK -
In July 1994, the Company completed a rights offering of Common Stock in
which 1,470,588 shares were issued for gross proceeds of $2,500 ($2,332, net
of expenses).
On July 25, 1996, the Company completed a one-for-five reverse stock split
of its $0.01 par value common stock following approval by the Company's
stockholders at the Company's 1996 Annual Meeting of Stockholders. In
conjunction with the split, the Company's Certificate of Incorporation has
been amended to reduce the number of shares of Common Stock authorized for
issuance to 4,000,000. The stated par value of each share was not changed from
$0.01. All share and per share data presented in this report has been restated
to reflect the reverse stock split.
PREFERRED STOCK -
The certificate of designation setting forth the amended terms of the
Company's $1.20 Cumulative Exchangeable Redeemable Preferred Stock provides
for, among other things, (1) a liquidation preference of $8 per share, (2) an
annual dividend of $1.20 per share, and (3) the ability to pay dividends
thereon in additional shares instead of cash up to March 1, 1996. Under the
certificate of designation, the right to receive cash dividends is expressly
subject to, among other things, any provision contained from time to time in
the Company's financing agreements prohibiting the payment of cash dividends.
The Company's Credit Facility prohibits the payment of cash dividends (see
Note 5). The Company at its option may redeem the Preferred Stock at a price
of $8.00 per share, or an amount per share equal to the product of 1.1 and the
fair value per share (as determined by the Company's Board of Directors), in
each case together with all unpaid but accumulated dividends to the redemption
date.
From August, 1991 through February 22, 1996, the Company paid quarterly
dividends on the Preferred Stock in additional shares at an annual rate of 15%
based on the shares outstanding. On February 22, 1996, the Company's right to
pay dividends in additional shares of Preferred Stock expired. Since February
22, 1996, the Company has not declared or paid any dividends on the Preferred
Stock, although they have continued to accumulate. The amount of unpaid but
accumulated dividends at December 31, 1996 was $757 or, $1.02 per share.
F-11
<PAGE>
AXSYS TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4 - SHAREHOLDERS' EQUITY (CONT'D)
PREFERRED STOCK (CONT'D)
On February 14, 1997, the Company commenced an offer to exchange 0.75 shares
of its Common Stock for each outstanding share of its Preferred Stock. On
March 17, 1997, the Exchange Offer terminated and the Company accepted for
exchange all shares of Preferred Stock validly tendered as of that time.
Approximately 530,000 shares of Preferred Stock were exchanged for 397,500
shares of Common Stock. Holders of shares of Preferred Stock accepted for
exchange will not receive any separate payment in respect of dividends not
paid subsequent to February 22, 1996, the last date on which dividends were
paid on the Preferred Stock.
For the year ended December 31, 1996, on a pro forma basis, assuming the
Exchange Offer had been consummated on January 1, 1996, earnings per share
data would have been as follows:
Net income (loss) per common share:
Continuing operations.......... $ 0.85
Extraordinary item............. (0.06)
---------
Total............................. $ 0.79
=========
Weighted average common shares
outstanding ................... 3,088,343
=========
NOTE 5 - LONG-TERM DEBT
1996 1995
-------- ---------
Credit Facility.................... $ 22,285 $ 9,643
Industrial Revenue Bond............ 1,870 1,870
Capital Lease Obligations.......... 2,000 -
-------- --------
26,155 11,513
Less current portion............... 2,831 466
-------- --------
$ 23,324 $11,047
========= =======
In order to obtain the funds necessary to finance the Company's acquisition
of PAI (see Note 3), to refinance PAI's and the Company's existing debt and
pay the fees and expenses related to the acquisition and refinancing, Axsys
entered into a Credit Agreement, dated April 25, 1996 (and subsequently
amended as of September 25, 1996), between the Company, the various banks
named therein and Banque Paribas, as agent, providing for borrowings under a
$37 million senior secured credit facility (the "Credit Facility"). During
1996, the total facility was reduced by $10.5 million as a result of a
prepayment of term debt using proceeds from the sale of L&S (see Note 3) and
by $1.3 million as a result of scheduled term payments. The remaining Credit
Facility of $25.2 million is comprised of (i) a term loan in the principal
amount of $7.3 million payable in installments and maturing on April 25, 2000,
(ii) a term loan in the principal amount of $6.9 million payable in
installments and maturing on April 25, 2002 and (iii) a revolving credit line
in an aggregate principal amount of up to the lesser of $11 million or the
borrowing base in effect from time to time, maturing on April 25, 2000.
F-12
<PAGE>
AXSYS TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 5 - LONG-TERM DEBT (CONT'D)
Borrowings under the Credit Facility bear interest at a fluctuating rate per
annum equal to the rate of interest publicly announced by Chase Manhattan
Bank, N.A. as its prime rate (the prime rate was 8.25% at December 31, 1996),
plus a margin ranging from 1.75% to 2.25%, or the London Interbank Offered
Rate (LIBOR), plus a margin ranging from 3.25% to 3.75%. A commitment fee of
.5% is payable on any unused amount of the Credit Facility. The Credit
Facility contains certain restrictive covenants which, among other things,
impose limitations with respect to the incurrence of additional liens and
indebtedness, mergers, consolidations and specified sale of assets and
requires the Company to meet certain financial tests including minimum levels
of earnings and net worth and various other financial ratios. In addition, the
Credit Facility prohibits the payment of cash dividends. Borrowings under the
Credit Facility are secured by substantially all of the assets of the Company
and its subsidiary.
The Company had outstanding at December 31, 1996, industrial development
revenue bonds (the "Bonds") in the amount of $1,870 secured by its Gilford, NH
manufacturing facility which has a net carrying amount of approximately
$2,100. The Bonds, which bear interest at a fixed rate of 13%, are payable in
2005. The Company, however, may make optional prepayments of $250 annually.
Scheduled debt maturities during the next five years, which are comprised
of payments under the Company's Credit Facility and capital lease obligations
are $2,831 (1997), $3,023 (1998), $3,105 (1999), $11,428 (2000) and $3,277
(2001).
In 1994, the Company recorded an extraordinary gain of, $5,856, net of a
charge in lieu of taxes of $3,744, in connection with the repurchase of bank
indebtedness.
F-13
<PAGE>
AXSYS TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 6 - BALANCE SHEET INFORMATION
The details of certain balance sheet accounts are as follows:
1996 1995
--------- ---------
Inventories:
Raw materials......................... $ 8,033 $ 7,203
Work-in-process....................... 12,942 5,293
Finished goods........................ 10,118 9,255
--------- ---------
31,093 21,751
Less reserves......................... 6,639 5,207
--------- ---------
$24,454 $ 16,544
========= =========
Work-in-process inventory at December 31, 1996 is recorded net of $1,576 of
progress payments received from customers on uncompleted contracts.
Net property, plant and equipment:
Land.................................. $ 891 $ 600
Buildings and improvements............ 5,994 3,923
Machinery and equipment............... 14,029 8,155
--------- ---------
20,914 12,678
Less accumulated depreciation
and amortization................ 7,458 5,075
--------- ---------
$13,456 $ 7,603
========= =========
Accrued expenses and other liabilities:
Compensation and related benefits..... $ 3,741 $ 2,180
Other................................. 3,549 3,516
--------- ---------
$ 7,290 $ 5,696
========= =========
NOTE 7 - INCOME TAXES
At December 31, 1996, the Company has net operating loss carryforwards of
approximately $10,000 which expire in the years 2005 through 2009 and
alternative minimum tax credit carryforwards of approximately $340. In
addition, the Company has approximately $7,600 of previously unrecognized tax
benefits, principally related to inventories. As the portion of the loss
carryforwards and deferred tax benefits originating prior to the 1991
quasi-reorganization are realized, the corresponding tax effect will be
credited to Capital in Excess of Par under quasi-reorganization accounting
principles rather than reducing the Provision for Taxes. In 1996, $1,345 was
credited to Capital in Excess of Par representing the utilization of such pre
quasi-reorganization tax benefits to offset current year tax expense. As of
December 31, 1996, $3,181 of the pre quasi-reorganization tax effected
benefits remain unutilized. The utilization and realization of the
carryforwards and future tax benefits will substantially reduce the amount of
cash taxes payable on taxable income in the future.
F-14
<PAGE>
AXSYS TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 7 - INCOME TAXES (CONT'D)
The Company utilizes the liability method (SFAS No. 109) in accounting for
income taxes. Income from continuing operations before taxes is from domestic
sources only for each of the three years ended December 31, 1996.
The provision for taxes on income from continuing operations consists of:
1996 1995 1994
---------- --------- ---------
Current taxes-charge in lieu of taxes
and taxes:
U.S. Federal ......................... $ 1,579 $ 454 $ 14
State and local....................... 312 111 3
--------- --------- ---------
1,891 565 17
--------- --------- ---------
Deferred taxes:
U.S. Federal..........................
--------- --------- ---------
$ 1,891 $ 565 $ 17
========= ========= =========
The reasons for the difference between the provision for taxes and the
amount computed by applying the statutory federal income tax rate to income
before taxes are as follows:
1996 1995 1994
--------- --------- ----------
U.S. federal statutory rate............ 34% 34% 34%
Computed expected tax provision ....... $ 1,614 $ 493 $ 15
Increase (decrease) in taxes resulting
from: State and local taxes, net
of federal tax benefit........... 206 72 2
Amortization of goodwill.......... 71 71 71
Other............................. (71) (71)
--------- --------- ---------
Actual tax provision.................. $ 1,891 $ 565 $ 17
========= ========= =========
Deferred income taxes reflect the net tax effects of temporary
differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for income tax purposes.
Significant components of the Company's deferred tax assets and liabilities
are as follows:
December 31,
---------------------
1996 1995
--------- ---------
Tax net operating loss carryforwards..... $ 3,740 $ 4,794
Inventory valuation differences.......... 2,002 2,070
Other, net............................... 606 389
--------- ---------
Sub-Total 6,348 7,253
Valuation allowance..................... (6,348) (7,253)
--------- ---------
Total deferred taxes.................... $ - $ -
========= =========
The net change in the valuation allowance in 1996 and 1995 was a decrease
of $905 and an increase of $330, respectively.
F-15
<PAGE>
AXSYS TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 8 - PENSION ARRANGEMENTS
The Company has two pension plans for which benefits and participation have
been frozen. Pension benefits under these plans are generally based upon years
of service and compensation. The Company's funding policy is to contribute
amounts to these plans sufficient to meet the minimum funding requirements set
forth in the Employee Retirement Income Security Act of 1974, plus such
additional amounts as the Company may determine to be appropriate from time to
time.
Multi-employer plans covering certain union members generally provided
benefits of stated amounts for each year of service. During 1994, in
connection with the restructuring of the Precision Systems group, the
employment of the union members participating in these multi-employer plans
ended and, as a result, contributions to these plans ceased. As of December
31, 1996, there were no unpaid contributions to multi-employer plans.
A summary of components of net periodic pension cost for the defined benefit
plans and the total contribution charged to pension expense for the
multi-employer plans follows:
1996 1995 1994
------- ------- -------
Defined benefit plans:
Service cost-benefits earned during the period.. $ - $ - $ -
Interest cost on projected benefit obligation... 71 74 73
Actual return on plan assets.................... (46) (25) 1
Net amortization and deferral.................. 26 17 (5)
------- ------- --------
Net pension cost of defined benefit plans...... 51 66 69
Multi-employer plans........................... 59
------- -------- --------
Total pension expense.......................... $ 51 $ 66 $ 128
======= ======== ========
Assumptions used in accounting for the defined benefit plans as of the
plans' measurement dates were:
1996 1995 1994
-------- ------- -------
Weighted-average discount rate.............. 7.5% 7.5% 7.5%
Expected long-term rate of return on assets. 6.0% 6.0% 6.0%
F-16
<PAGE>
AXSYS TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 8 - PENSION ARRANGEMENTS, (CONT'D)
The following table sets forth the funded status and amount recognized in
the consolidated balance sheets for the Company's defined benefit pension
plans:
1996 1995 1994
--------- --------- ---------
Actuarial present value of benefit obligations:
Vested benefit obligation..................... $ 1,053 $ 1,116 $ 1,026
========= ========= =========
Accumulated benefit obligation................ $ 1,053 $ 1,116 $ 1,026
========= ========= =========
Projected benefit obligations................. $ 1,053 $ 1,116 $ 1,026
Less plan assets at fair market value......... 451 231 32
--------- --------- ---------
Projected benefit obligation in excess
of plan assets........................... 602 885 994
Unrecognized net gain......................... 151 98 83
--------- --------- ---------
Net pension liability recognized in the
balance sheet............................ $ 753 $ 983 $ 1,077
========= ========= =========
Unrecognized net gains and losses are amortized over the average future
service lives of participants. Plan assets are invested in a managed portfolio
consisting primarily of equity securities.
The Company also sponsors 401(k) plans under which eligible employees may
elect to contribute a percentage of their earnings. The Company has matched
employee contributions to these plans in amounts ranging from up to 3% to 5%
of the employees' gross earnings over the three years ended December 31, 1996.
Company matching contributions were $709 in 1996, $325 in 1995 and $363 in
1994.
NOTE 9 - SUPPLEMENTAL CASH FLOW INFORMATION
Supplemental cash flow information for the years ended December 31, 1996,
1995 and 1994 is summarized as follows:
1996 1995 1994
--------- --------- ----------
Cash paid during the year for:
Interest................................. $2,586 $ 1,989 $ 1,883
Income tax payments (refunds)............ 441 52 (9)
Noncash investing activities:
Equipment acquired under capital leases.. $ 786 $ - $ -
F-17
<PAGE>
AXSYS TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 10 - OTHER INFORMATION
RESTRUCTURING PLAN -
In connection with a restructuring of the Precision Systems Group initiated
in 1993, the Company recorded a $1.3 million charge in 1994, of which $1.0
million related to the write-down of slow moving and excess inventory to net
realizable value and $.3 million to adjust the carrying value of an idle Deer
Park, New York facility. In September 1995, the Company sold the idle Deer
Park, New York facility for net proceeds of $1,401. Included in other expense
in 1995 is a loss on the sale of this facility of $233.
STOCK OPTIONS AND WARRANTS-
Options to purchase up to 38,600 shares of Axsys common stock, with
exercise prices of $3.75 - $4.15 per share, have been granted to certain key
employees of the Company. Of that amount, 32,840 options are vested, with the
balance becoming vested in 1997. These options are exercisable for up to seven
years from the date of grant. There are 49,800 shares available for future
grant. There were no stock options granted to employees in 1996 or 1995.
During 1996, a warrant to acquire up to 133,263 shares of Common Stock at
an exercise price of $.05 per share and warrants to acquire up to 175,278
shares of Common Stock at an exercise price of $6.25 per share, were issued.
NOTE 11 - COMMITMENTS AND CONTINGENCIES
Future minimum payments under noncancellable operating leases (exclusive
of property expenses and net of sublease rental income), as of December 31,
1996, are as follows:
1997.................. $ 1,604
1998.................. 1,361
1999.................. 1,243
2000.................. 162
2001.................. 38
2002 and thereafter... 206
-------
$ 4,614
========
Rent expense under such leases, net of sublease rental income, amounted
to $1,589 in 1996, $1,539 in 1995 and, $1,379 in 1994.
In February 1990, the Company sold and leased back its San Diego,
California facility under an operating lease. The Company has a deferred gain
as of December 31, 1996 on this transaction of $387, which is being amortized
to income over the ten year lease term as a reduction of annual rent expense.
The Company has various lawsuits, claims, commitments and contingent
liabilities arising from the ordinary conduct of its business; however, they
are not expected to have a material adverse effect on the Company's financial
position or results of operations.
F-18
<PAGE>
AXSYS TECHNOLOGIES, INC.
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
COL. A COL. B COL. C COL. D COL. E COL. F
- ------ ------- ------ ------ ------ ------
Additions
--------------------------
Balance at Charged to Charged to
Beginning Costs and Other Balance at
Classification of Period Expenses Accounts Deductions End of Period
-------------- --------- -------- -------- ---------- -------------
<S> <C> <C> <C> <C> <C>
Allowance for doubtful accounts
Year ended December 31, 1996: $233 $ 93 $100 (a) $ 41(b) $385
Year ended December 31, 1995: $345 $106 $ 218(b) $233
Year ended December 31, 1994: $278 $124 $ 57(b) $345
</TABLE>
- ----------------
(a) Includes $100 associated with acquisition of business.
(b) Uncollectible accounts written off, net of recoveries.
F-19
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION SEQ. PG. NO.
- ------ ----------- ------------
<S> <C> <C>
2(1) Agreement and Plan of Merger, dated as of February 16,
1996, between the Registrant, PA Acquisition Corporation
and Precision Aerotech, Inc. (filed as Exhibit 10(40) to
Registrant's Form 10-K for the fiscal year ended December
31, 1995 and incorporated herein by reference).
2(2) Stock Purchase Agreement, dated as f November 26, 1996, as
amended December 11, 1996, between Registrant, Precision
Aerotech, Inc., Tru-Circle Corporation and Tru-Circle
Manufacturing, Inc. (filed as Exhibit 2 to the
Registrant's Form 8-K, dated December 23, 1996 (the
"December 23, 1996 Form 8-K") and incorporated herein by
reference).
3(1) Certificate of Incorporation of the Registrant (filed as
Exhibit 1 to the Form 8-A, filed on August 8, 1991 (the
"Form 8-A") and incorporated herein by reference).
3(2) Amendment to Certificate of Incorporation (filed as
Exhibit 3 to the Form 10- QA-1, dated December 20, 1996,
for the quarter ended September 30, 1996 (the "September
30, 1996 Form 10-Q") and incorporated herein by
reference).
3(3) Amendment to Certificate of Incorporation (filed as
Exhibit 3(i) to the December 23, 1996 Form 8-K and
incorporated herein by reference).
3(4) By-Laws of the Registrant (filed as Exhibit 2 to the
Form 8-A and incorporated herein by reference).
4(1) Certificate of the Designation, Powers, Preferences and
Rights of the $3.75 Cumulative Exchangeable Redeemable
Preferred Stock ("Preferred Stock") (filed as Exhibit 4(2)
to the Registrant's Registration Statement on Form S-4
(Registration Number 33-16310), filed on August 6, 1987
(the "Registration Statement") and incorporated herein by
reference).
4(2) Certificate of Amendment of Certificate of Incorporation
Effecting the Amendment and Restatement of the Certificate
of the Designation, Powers, Preferences and Rights of the
Preferred Stock, dated as of August 14, 1991 (filed as
Exhibit 4(2) to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1991 (the "1991 Form
10-K") and incorporated herein by reference).
4(3) Form of Indenture between Registrant and the Bank of
Montreal Trust Company, as Trustee, relating to the 15%
Subordinated Debentures of the Registrant, issuable at the
option of the Registrant in exchange for the Preferred
Stock (filed as Exhibit 4(1) to the Registration Statement
and incorporated herein by reference).
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION SEQ. PG. NO.
- ------ ----------- ------------
<S> <C> <C>
4(4) Warrant, dated as of July 20, 1994, granted by the Company
in favor of The CIT Group/Credit Finance, Inc. (filed as
Exhibit 10(9) to the Registrant's Quarterly Report on Form
10-Q for the fiscal quarter ended June 30, 1994 (the "1994
Second Quarter Form 10-Q") and incorporated herein by
reference).
4(5) Warrant, dated April 25, 1996, granted to Banque Paribas
(filed as Exhibit 4.1 to the Form 8-K, dated May 7, 1996
(the "May 7, 1996 Form 8-K) and incorporated herein by
reference).
4(6) Warrant, dated April 25, 1996, granted to Paribas Principal,
Inc. (filed as Exhibit 4.2 to the May 7, 1996 Form 8-K and
incorporated herein by reference).
4(7) Warrant Purchase Agreement, dated April 25, 1996, between the
Registrant, Paribas Principal, Inc. and Banque Paribas (filed
as Exhibit 4.3 to the May 7, 1996 Form 8-K and incorporated
herein by reference).
4(8) Warrant, dated April 25, 1996, granted to Donaldson, Lufkin &
Jenrette Securities.
10(1) Indenture of Trust by and between the Industrial
Development Authority of the State of New Hampshire and
Laconia Peoples National Bank and Trust Company for
$3,000,000 principal amount of Industrial Development
Authority of the State of New Hampshire Floating Rate
Monthly Demand Industry Facility Bonds (filed as Exhibit
10(18) to the Registrant's Annual Report or Form 10-K for
the fiscal year ended December 28, 1985, filed on April
15, 1986 (the "1985 Form 10-K") and incorporated herein by
reference).
10(2) Loan Agreement by and among the Industrial Development
Authority of the State of New Hampshire, the Registrant
and V Land Corporation for $3,000,000 principal amount of
Industrial Development Authority of the State of New
Hampshire Floating Rate Monthly Demand Industry Facility
Bonds (filed as Exhibit 10(19) to the 1985 Form 10-K and
incorporated herein by reference).
10(3) Form of Indemnification Agreement (filed as Exhibit 10(16) to
the Form 10-K for the fiscal year ended December 30, 1990,
filed on March 28, 1991 (the "1990 Form 10-K") and incorporated
herein by reference).
10(4) Vernitron Corporation Long-Term Stock Incentive Plan
(filed as Exhibit 10(16) to the 1991 Form 10-K and
incorporated herein by reference).
10(5) Form of Stock Option Agreement, dated as of September 30,
1991 (filed as Exhibit 10(17) to the 1991 Form 10-K and
incorporated herein by reference).
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION SEQ. PG. NO.
- ------ ----------- ------------
<S> <C> <C>
10(6) Credit Agreement, dated April 25, 1996, between the Registrant, various
banks named therein and Banque Paribas, as Agent (filed as Exhibit 10.1 to
the May 7, 1996 Form 8-K and incorporated herein by reference).
10(7) Security Agreement, dated April 25, 1996, between the Registrant,
various subsidiaries of the Registrant and Banque Paribas, as
Collateral Agent (filed as Exhibit 10.2 to the May 7, 1996 Form 8-K
and incorporated herein by reference).
10(8) Pledge Agreement, dated April 25, 1996, between the Registrant, various
subsidiaries of the Registrant and Banque Paribas as Collateral Agent (filed
as Exhibit 10.3 to the May 7, 1996 Form 8-K and incorporated herein by
reference).
10(9) Subsidiaries guaranty, dated April 25, 1996, by various subsidiaries of the
Registrant (filed as Exhibit 10.4 to the May 7, 1996 Form 8-K and
incorporated herein by reference).
10(10) Amendment No. 1 to the Credit Agreement (filed as Exhibit 10 to the
September 30, 1996 Form 10Q and incorporated herein by reference).
21 Subsidiaries of the Registrant.
27 Financial Data Schedule.
</TABLE>
<PAGE>
EXHIBIT 4(8)
THIS WARRANT AND THE SHARES OF COMMON STOCK PURCHASABLE HEREUNDER HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MUST BE HELD
INDEFINITELY UNLESS SUBSEQUENTLY REGISTERED UNDER SAID ACT OR AN EXEMPTION
FROM SUCH REGISTRATION IS AVAILABLE. THIS WARRANT AND THE SHARES OF COMMON
STOCK PURCHASABLE HEREUNDER MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR
OTHERWISE TRANSFERRED UNLESS SUCH SALE, PLEDGE, HYPOTHECATION OR OTHER
DISPOSITION SHALL HAVE BEEN REGISTERED UNDER SAID ACT OR AN EXEMPTION UNDER
SAID ACT IS AVAILABLE TO PERMIT SUCH WARRANT AND THE SHARES OF COMMON STOCK
PURCHASABLE HEREUNDER TO BE LEGALLY SOLD OR OTHERWISE TRANSFERRED WITHOUT SUCH
REGISTRATION. THIS WARRANT IS SUBJECT TO THE TERMS AND PROVISIONS SET FORTH
BELOW, INCLUDING OTHER RESTRICTIONS ON TRANSFERABILITY.
Dated: April 25, 1996
WARRANT
To Purchase 100,000 Shares of Common Stock
VERNITRON CORPORATION
Expiring April 25, 2006
THIS IS TO CERTIFY THAT, for value received, DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION (the "Original Holder"), and its permitted designees,
successors or assigns (collectively, together with the Original Holder, the
"Holder") is entitled to purchase from VERNITRON CORPORATION, a Delaware
corporation (the "Company"), at any time or from time to time after 9:00 a.m.,
New York City time, on the date hereof and prior to 5:00 p.m., New York City
time, on April 25, 2006 (the "Expiration Date"), at the place where a Warrant
Agency (as hereinafter defined) is located, at the Exercise Price (as
hereinafter defined), 100,000 shares of Common Stock, $0.01 par value (the
"Common Stock"), of the Company, all subject to adjustment and upon the terms
and conditions as hereinafter provided, and is entitled also to exercise the
other appurtenant rights, powers and privileges hereinafter described. Such
shares of Common Stock purchasable under this Warrant, less any such shares
actually purchased hereunder shall be referred to as "Shares."
<PAGE>
Certain terms used in this Warrant are defined in Article
IV. This Warrant is one of three Warrants issued by the Company in connection
with the acquisition of Precision Aerotech, Inc. The Warrants are being issued
as of the date hereof to Banque Paribas, Paribas Principal, Inc. and to
Donaldson, Lufkin & Jenrette Securities Corporation. In the aggregate, as of
the date of issuance of such Warrants, the Warrants will be exercisable into
1,542,700 shares of Common Stock of the Company.
ARTICLE I
EXERCISE OF WARRANTS
1.1 Method of Exercise. To exercise this Warrant in whole or
in part with respect to any Shares, the Holder shall deliver to the Company,
at the Warrant Agency, (a) this Warrant, (b) a written notice, in
substantially the form of the Subscription Notice attached hereto, of such
Holder's election to exercise this Warrant, which notice shall specify the
number of Shares of Common Stock to be purchased, the denominations of the
share certificate or certificates desired and the name or names in which such
certificates are to be registered and (c) payment of the Exercise Price with
respect to such Shares or cancellation of this Warrant with respect to a
number of Shares. If the Holder elects to pay the Exercise Price in money,
such payment may be made, at the election of the Holder, by cash, money order,
certified or bank cashier's check or wire transfer of immediately available
funds. If the Holder elects to pay the Exercise Price by cancelling this
Warrant with respect to Shares, the Exercise Price may be paid by cancelling
this Warrant with respect to that number of Shares whose aggregate Current
Market Price minus the aggregate Exercise Price is equal to the aggregate
Exercise Price with respect to the number of Shares to be received upon
exercise of this Warrant.
The Company shall, as promptly as practicable and in any
event within seven days thereafter, execute and deliver or cause to be
executed and delivered, in accordance with such notice, a certificate or
certificates, representing the aggregate number of Shares specified in said
notice. The share certificate or certificates so delivered shall be in such
denominations as may be specified in such notice or, if such notice shall not
specify denominations, in a denomination equal to the aggregate number of
Shares specified in said notice, and shall be issued in the name of
2
<PAGE>
the Holder or such other name or names as shall be designated in such notice,
subject to any restrictions contained hereinbelow. Such certificate or
certificates shall be deemed to have been issued, and such Holder or, subject
to any restrictions contained hereinbelow, any other Person so designated to
be named therein shall be deemed for all purposes to have become a holder of
record of such shares, as of the date the aforementioned notice and the
Exercise Price is received by the Company. If this Warrant shall have been
exercised only in part, the Company shall, at the time of delivery of the
certificate or certificates, deliver to the Holder a new Warrant evidencing
the rights to purchase the remaining shares of Common Stock called for by this
Warrant, which new Warrant shall in all other respects be identical with this
Warrant, or, at the request of the Holder, appropriate notation may be made on
this Warrant which shall then be returned to the Holder. The Company shall pay
all expenses, taxes and other charges payable in connection with the
preparation, issuance and delivery of share certificates and new Warrants,
except that, if share certificates or Warrants shall be registered in a name
or names other than the name of the Holder, funds sufficient to pay all
transfer taxes payable as a result of such transfer shall be paid by the
Holder at the time of delivering the aforementioned notice of exercise or
promptly upon receipt of a written request of the Company for payment.
1.2 Shares To Be Fully Paid and Nonassessable. All shares of
Common Stock issued upon the exercise of this Warrant ("Warrant Common Stock")
shall be validly issued, fully paid and nonassessable, free of all liens,
taxes and other charges, and, if the Common Stock of any class is then listed
on any national securities exchange (as such term is used in the Exchange Act)
or quoted on NASDAQ, shall be duly listed or quoted thereon, as the case may
be.
1.3 No Fractional Shares To Be Issued. The Company shall not
be required to issue fractions of shares of Common Stock upon exercise of this
Warrant. If any fraction of a share would, but for this Section, be issuable
upon any exercise of this Warrant, in lieu of such fractional share the
Company shall pay to the Holder, in cash, an amount equal to the same fraction
of the Current Market Price per share of outstanding Common Stock on the
Business Day immediately prior to the date of such exercise.
1.4 Share Legend. Each certificate for shares
of Common Stock issued upon exercise of this Warrant,
3
<PAGE>
unless at the time of exercise such shares are registered under the Securities
Act, shall bear the following legend:
This security has not been registered under the Securities
Act of 1933, as amended, and must be held indefinitely unless
subsequently registered under said Act or an exemption from such
registration is available. This security may not be sold, pledged,
hypothecated or otherwise transferred unless such sale, pledge,
hypothecation or other disposition shall have been registered under
said act or such disposition is made in reliance upon an exemption
from registration under said act.
Any certificate issued at any time in exchange or
substitution for any certificate bearing such legend (except a new certificate
issued upon completion of a public distribution pursuant to a registration
statement under the Securities Act covering such Shares) shall also bear such
legend unless, in the opinion of counsel selected by the holder of such
certificate and reasonably acceptable to the Company (who may be an employee
of such holder), the
securities represented thereby need no longer be subject to restrictions on
resale under the Securities Act.
1.5 Authorized Shares; Reservation of Shares for Issuance.
At all times while this Warrant is outstanding, the Company shall maintain its
corporate authority to issue, and shall reserve for issuance upon exercise of
this Warrant, such number of shares of Common Stock as shall be sufficient to
perform its obligations under this Warrant (after giving effect to any
adjustments to the number of Shares purchasable upon exercise of this Warrant
pursuant to Article III hereof).
1.6 Notification By The Company. In case at any time:
(i) the Company shall declare any dividend or
make any distribution upon its Common Stock; or
(ii) the Company shall offer for sale, or shall otherwise issue
(except upon exercise of the Existing Warrants), any additional
shares of stock of any class or any other securities convertible into
or exchangeable for shares of stock or any rights or options to
subscribe thereto; or
(iii) the Board of Directors of the Company shall
authorize any capital reorganization, reclassification
4
<PAGE>
or similar transaction involving the capital stock of the Company, or
a sale or conveyance of all or substantially all of the assets of the
Company, or a consolidation, merger or business combination of the
Company with another Person; or
(iv) actions or proceedings shall be authorized or
commenced for a voluntary or involuntary dissolution,
liquidation or winding-up of the Company;
then, in any one or more of such cases, the Company shall give written notice
to the Holder, at the earliest time legally practicable (and not less than 30
days before any record date or other date set for definitive action) of the
date on which (A) the books of the Company shall close or a record shall be
taken for such dividend, distribution or sale or other issuance or (B) such
reorganization, reclassification, sale, conveyance, consolidation, merger,
dissolution, liquidation or winding-up shall take place or be voted on by
stockholders of the Company, as the case may be. Such notice shall also
specify the date as of which the holders of the Common Stock of record shall
participate in said dividend, distribution, sale or other issuance or shall be
entitled to exchange their Common Stock for securities or other property
deliverable upon such reorganization, reclassification, sale, conveyance,
consolidation, merger, dissolution, liquidation or winding-up, as the case may
be. If the action in question or the record date is subject to the
effectiveness of a registration statement under the Securities Act or to a
favorable vote of stockholders, the notice required by this Section 1.6 shall
so state.
ARTICLE II
WARRANT AGENCY; TRANSFER, EXCHANGE AND
REPLACEMENT OF WARRANTS
2.1 Warrant Agency. The Company shall maintain, at its own
expense, an agency (the "Warrant Agency"), for certain purposes specified
herein and shall cause such Warrant Agency to remain open during normal
business hours on each Business Day in connection with the performance of its
obligations hereunder. The Company shall perform the obligations of the
Warrant Agency provided herein at its address at 645 Madison Avenue, New York,
New York 10022 or such other address as the Company shall specify by notice to
all Warrantholders.
5
<PAGE>
2.2 Ownership of Warrant. The Company may deem and treat the
Person in whose name this Warrant is registered as the holder and owner hereof
(notwithstanding any notations of ownership or writing hereon made by any
Person other than the Company) for all purposes and shall not be affected by
any notice to the contrary, until presentation of this Warrant for
registration of transfer as provided in this Article II.
2.3 Transfer of Warrant. The Company agrees to maintain at
the Warrant Agency books for the registration of transfers of this Warrant and
all rights hereunder shall be registered, in whole or in part, on such books,
upon surrender of this Warrant at the Warrant Agency, together with a written
assignment of this Warrant duly executed by the Holder or its duly authorized
agent or attorney and funds sufficient to pay any transfer taxes payable upon
such transfer. Upon surrender the Company shall execute and deliver a new
Warrant or Warrants in the name of the assignee or assignees and in the
denominations specified in the instrument of assignment, and this Warrant
shall promptly be canceled. Notwithstanding the foregoing, a Warrant may be
exercised by a new holder without having a new Warrant issued.
2.4 Division or Combination of Warrants. Subject to
restrictions contained hereinbelow, this Warrant may be divided or combined
with other Warrants upon surrender hereof and of any Warrant or Warrants with
which this Warrant is to be combined at the Warrant Agency, together with a
written notice specifying the names and denominations in which the new Warrant
or Warrants are to be issued, signed by the holders hereof and thereof or
their respective duly authorized agents or attorneys. Subject to compliance
with Section 2.3 as to any permitted transfer which may be involved in the
division or combination, the Company shall execute and deliver a new Warrant
or Warrants in exchange for the Warrant or Warrants to be divided or combined
in accordance with such notice.
2.5 Loss, Theft, Destruction of Warrant Certificates. Upon
receipt of evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of any Warrant and, in the case of any such loss,
theft or destruction, upon receipt of indemnity or security reasonably
satisfactory to the Company (the Original Holder's or any institutional
Warrantholder's indemnity being satisfactory indemnity in the event of loss,
theft or destruction of any Warrant owned by such institutional holder), or,
in the case of any such
6
<PAGE>
mutilation, upon surrender and cancellation of such Warrant, the Company will
make and deliver, in lieu of such lost, stolen, destroyed or mutilated
Warrant, a new Warrant of like tenor and representing the right to purchase
the same aggregate number of shares of Common Stock.
2.6 Expenses of Delivery of Warrants. The Company shall pay
all expenses, taxes (other than transfer taxes) and other charges payable in
connection with the preparation, issuance and delivery of Warrants and Common
Stock hereunder.
2.7 Restrictions on Transfer. (a) The Holder, by acceptance
hereof, represents and warrants that this Warrant, and upon exercise hereof
the holder of any Warrant Common Stock will represent and warrant, that any
shares of Warrant Common Stock are being acquired for its own account for
investment without any intent to make a public distribution thereof in
violation of the securities laws and that this Warrant and such Warrant Common
Stock may not be sold, encumbered or otherwise transferred except pursuant to
an effective Registration Statement under the Act or an exemption from such
registration requirement and, if an exemption shall be applicable, the Holder
or the holder of Warrant Common Stock shall have delivered an opinion of
counsel reasonably satisfactory to the Company that such registration is not
required under the Act.
(b) The Holder acknowledges that the Company may direct the
transfer agent for the Warrant and the Warrant Common Stock to note a stop
transfer order upon its records in respect of this Warrant and any
certificates evidencing shares of the Warrant Common Stock and that in the
event of any permitted sale, transfer or exchange of this Warrant, any Warrant
certificate issued by the Company shall bear the legend obtained on the front
part of this Warrant.
(c) As a condition to any sale, transfer or other
disposition of this Warrant, the transferee shall be required to make the
representations and warranties contained in Section 2.7(a) hereof and
acknowledge the stop transfer order and consent to the legend contained in
Section 2.7(b) hereof. The Warrant shall not be sold, pledged, transferred or
otherwise disposed of except in whole to an entity controlled by Donaldson,
Lufkin & Jenrette Securities Corporation.
7
<PAGE>
ARTICLE III
ANTIDILUTION PROVISIONS
3.1 Adjustment of Exercise Price and Number of Warrant
Shares. The number and kind of shares purchasable upon the exercise of this
Warrant and the Exercise Price shall be subject to adjustment and reset from
time to time upon the happening of certain events, as hereinafter described.
3.2 Mechanical Adjustments. The number of
Shares and the Exercise Price shall be subject to
adjustment as follows:
(a) In case the Company shall at any time after the date of
this Agreement (i) declare or pay a dividend in shares of Common
Stock or make a distribution in shares of Common Stock to all holders
of its Common Stock, (ii) subdivide its outstanding shares of Common
Stock, (iii) combine its outstanding shares of Common Stock into a
smaller number of shares of Common Stock or (iv) issue any shares of
its capital stock in a reclassification or reorganization of the
Common Stock (including any such reclassification in connection with
a consolidation or merger in which the Company is the continuing
entity), this Warrant shall be adjusted to the number of Shares and
amount of any other securities, cash or other property of the Company
which such Holder would have owned or have been entitled to receive
after the happening of any of the events described above had this
Warrant been exercised immediately prior to the happening of such
event or any record date with respect thereto. An adjustment made
pursuant to this paragraph (a) shall become effective immediately
after the effective date of such event retroactive to the record
date, if any, for such event. (b) Any Shares purchasable as a result
of such adjustment shall not be issued prior to the effective date
of such event.
Other than if resulting in an adjustment pursuant to
Section 3.2(a), in case the Company shall issue rights, options or
warrants to subscribe for or purchase, or other securities
exchangeable for or convertible into, shares of Common Stock (any
such rights, options, warrants or other securities being herein
called "Rights") to all holders of shares of its Common Stock whether
or not such Rights are immediately exercisable or convertible, the
Company shall issue
8
<PAGE>
such Rights to each Holder on the same basis as such Holder would
have been entitled to receive such Rights if the Warrants had been
exercised immediately prior to the happening of such event or the
record date with respect thereto and no adjustment in the number and
kind of Shares or Exercise Price shall be made under this Warrant in
such circumstance.
(c) Whenever the numbers of Shares are adjusted as herein
provided, the Exercise Price payable upon exercise of this Warrant
shall be adjusted by multiplying such Exercise Price immediately
prior to such adjustment by a fraction, of which the numerator shall
be the number of Shares immediately prior to such adjustment, and of
which the denominator shall be the number of Shares immediately
thereafter.
(d) No adjustment in the number of Shares shall be required
hereunder unless such adjustment would result in an increase or
decrease of at least one percent (1%) of the Exercise Price;
provided, however, that any adjustments which by reason of this
paragraph (d) are not required to be made shall be carried forward
and taken into account in any subsequent adjustment. All calculations
shall be made to the nearest one-hundredth of a cent or to the
nearest one-thousandth of a Share, as the case may be.
(e) No adjustment shall be made pursuant to this Article III
in respect of the issuance of shares of Common Stock pursuant to the
Existing Warrants. No adjustment need be made for a change in the par
value of the Common Stock.
(f) For the purpose of this subsection 3.2, the term "shares
of Common Stock" shall mean (i) the classes of stock designated as
Common Stock at the date of this Agreement, (ii) any other class of
stock resulting from successive changes or reclassifications of such
shares consisting solely of changes in par value, or from par value
to no par value, or from no par value to par value or (iii) any other
capital stock of the Company which is not by its terms restricted in
amount or timing to the entitlement to dividends. In the event that
at any time, as a result of an adjustment made pursuant to this
Section 3.2, the Holders shall become entitled to receive any
securities of the Company other than shares of Common Stock,
thereafter the number of such other securities so receivable upon
exercise of this Warrant and the
9
<PAGE>
Exercise Price of such shares shall be subject to adjustment from
time to time in a manner and on terms as nearly equivalent as
practicable to the provisions with respect to the Shares contained in
this Article III.
3.3 Voluntary Adjustment by the Company. The Company may
at its option, at any time during the term of this Warrant, reduce
the then current Exercise Price to any amount and for any period of
time deemed appropriate by the Board of Directors of the Company,
including such reductions in the Exercise Price as the Company
considers to be advisable in order that any event treated for Federal
income tax purposes as a dividend of stock or stock rights shall not
be taxable to the recipients; provided, however, that no such
adjustment in Exercise Price shall affect the number of Shares.
3.4 Notice of Adjustment. Whenever the number of Shares or
the Exercise Price is required to be adjusted, as herein provided, the Company
promptly shall mail by first class, postage prepaid, to each Holder, notice of
such adjustment or adjustments setting forth the number of Shares and the
Exercise Price after such adjustment, setting forth a brief statement of the
facts requiring such adjustment and setting forth the computation by which
such adjustment was made.
3.5 Dividends and Distributions. Other than if resulting in
an adjustment pursuant to Section 3.2(a) or issuance covered by 3.2(b), in
case the Company shall declare a dividend or make any other distribution upon
Common Stock (other than in shares of Common Stock), the Company shall hold
any property (including cash) paid in respect of such dividend or distribution
that the Holder would have received if the Holder had theretofore exercised
the Warrant for the benefit of the Holder and promptly pay same over to the
Holder.
3.6 Preservation of Purchase Rights upon Merger,
Consolidation, etc. In case of any consolidation of the Company with or merger
of the Company with or into another Person or in case of any sale, transfer or
lease to another Person of all or substantially all the assets of the Company,
the Company or such successor or purchasing Person, as the case may be, shall
agree (and such merger, consolidation or transfer of assets shall not be
consummated without such agreement) that each Holder thereafter shall have the
right only to receive, and such Warrant shall only represent the right to
receive, upon
10
<PAGE>
payment of the Exercise Price in effect immediately prior to such action, the
kind and amount of shares and other securities, cash and other property which
he would have been entitled to receive after the happening of such con
solidation, merger, sale, transfer or lease had this Warrant been exercised
immediately prior to such action (provided that if the kind or amount of
securities, cash and other property receivable upon such consolidation,
merger, sale or transfer is not the same for each share of Common Stock of the
Company, then for the purpose of this Section the kind and amount of
securities, cash and other property receivable upon exercise of this Warrant
immediately after such consolidation, merger, sale or transfer shall be the
kind and amount so receivable per share by a majority of the holders of Common
Stock), and if the successor or purchasing Person is not a corporation, such
person shall provide appropriate tax indemnification with respect to such
shares and other securities and property so that upon exercise of the Warrant,
the Holder would have the same benefits it otherwise would have had if such
successor or purchasing Person were a corporation. Such agreement shall
provide for adjustments, which shall be as nearly equivalent as may be
practicable to the adjustments provided for in this Article III and that such
adjustments shall similarly apply to successive consolidations, mergers,
sales, transfers or leases.
3.7 Statement on Warrant Certificates. Irrespective of any
adjustments in the Exercise Price or the number or kind of Shares, this
Warrant may continue to express the same price and number and kind of shares
as are stated on the front page hereof.
ARTICLE IV
REGISTRATION RIGHTS
4.1 Registration Rights. If at any time or from
time to time:
(a) the Company shall determine to register any of its
securities (other than by means of a registration statement on a form (e.g.,
Form S-8 or Form S-4 or successor forms) which by its terms could not be used
for the sale and distribution of any Warrant Common Stock) the Company will:
(i) promptly (but not less than thirty (30)
days prior to the filing of any registration statement) give written notice
thereof (which shall include a list of the
11
<PAGE>
jurisdictions, if any, in which the Company intends to register or qualify
such securities under the applicable blue sky or other state securities laws)
to each holder of Warrant Common Stock;
(ii) if so requested in writing by any holder
of Warrant Common Stock, use its best efforts to effect such registration and
any qualification any compliance relating thereto, including, without
limitation, the execution of an undertaking to file post-effective amendments,
appropriate qualification under applicable blue sky or other state securities
laws and appropriate compliance with the Securities Act and any other
governmental requirements or regulations as would permit or facilitate the
sale and distribution of all Warrant Common Stock, unless, in the opinion of
counsel to the Company reasonably acceptable to the holder of the Warrant
Common Stock who wishes to have them included in such registration statement,
registration under the Act is not required for the sale of such Warrant Common
Stock in the manner proposed by such holders. Notwithstanding the foregoing,
if any managing underwriter of the Company's offering shall advise the Company
in writing that, in its opinion, the distribution of all or a portion of the
Warrant Common Stock (the "Piggy-back Shares") requested to be included in the
registration statement currently with the securities being registered by the
Company would materially adversely affect the distribution of such securities
by the Company for its own account, then the holders of such Warrant Common
Stock shall delay their offering and sale of Warrant Common Stock (or the
portions thereof so designated by such managing underwriter) for such period,
not to exceed 180 days, as the managing underwriter shall request. In the
event of such delay, the Company shall file such supplements, post-effective
amendments or separate registration statement, and take any such other steps
as may be necessary to permit such holders to make their proposed offering and
sale for a period of 90 days immediately following the end of such period of
delay ("Piggy-back Termination Date"); provided, however, that if at the
Piggyback Termination Date the Piggy-back Shares are covered by a registration
statement which is, or is required to remain, in effect beyond the Piggy-back
Termination Date, the Company shall maintain in effect the registration
statement as it relates to the Piggy-back Shares for so long as such
registration statement remains or is required to remain in effect for any
other such securities.
(iii) bear all expenses in connection with
such registration, qualification and compliance, including,
without limitation, all registration and filing fees,
12
<PAGE>
printing expenses, fees and disbursements of the Company's counsel (but
exclusive of the fees and disbursements of legal counsel retained by holders
of Warrant Common Stock) and expenses of any audits incident to or required by
any such registration, qualification or compliance, provided, that the Company
shall not, in any event, be required to bear the cost of any commissions and
compensation paid, and concessions and discounts allowed to, underwriters,
dealers or others performing similar functions in connection with the sale and
distribution of the Warrant Common Stock sold by any holders thereof.
4.2 No Additional Liability. Notwithstanding anything to the
contrary contained in this Section IV or elsewhere herein, the Company will
not, in any event, be obligated to qualify any Warrant Common Stock covered by
a registration statement under any blue sky or other state securities law if
the Company would by reason thereof be required to qualify to do business in
any jurisdiction where it is not then so qualified.
4.3 Notification; Continuation of Effectiveness. In the
case of each registration, qualification and compliance pursuant to this
Section IV, the Company will keep the holder of Warrant Common Stock promptly
advised in writing as to the initiation of proceedings for such registration,
qualification and compliance and as to the completion thereof, and will advise,
upon request, of the progress of such proceedings. The Company will, at its
expense, keep such registration, qualification and compliance effective for
a period of 90 days after the later of (x) the effective date of such
registration statement or (y) the last day on which the holder of this
Warrant is restricted in selling Warrant Common Stock, as set forth in
Section 4.1(a)(ii) hereof.
4.4 Information from Holders. The Company may require the
holder of Warrant Common Stock, as a condition to having the Warrant Common
Stock included among the securities as to which any registration,
qualification or compliance referred to in this Section IV is being effected,
to furnish to the Company such reasonable information regarding the proposed
distribution of the Warrant Common Stock as the Company may request in writing
and as shall be required in connection with such registration, qualification
or compliance.
4.5 Prospectuses, etc. The Company will, at its expense,
furnish to each holder of Warrant Common Stock with respect to which
registration has been effected, such number
13
<PAGE>
of prospectuses, offering circulars and other documents incident to such
registration and related qualification or compliance as such holder from time
to time may reasonably request.
4.6 Indemnification. The Company will indemnify each holder
of Warrant Common Stock (and each person, if any, who or which controls such
holder) and each underwriter of the Warrant Common Stock held by or issuable
to such holder, against all claims, losses, damages and liabilities (or
actions in respect thereof) arising out of or based on any untrue statement
(or alleged untrue statement) of a material fact contained in any prospectus,
offering circular or other document (including any related registration
statement, notification or the like) incident to any registration,
qualification or compliance referred to in this section IV, or arising out of
or based on any omission (or alleged omission) to state therein a material
fact required to be stated therein or necessary to make the statements therein
not misleading, or any violation by the Company of any rule or regulation
promulgated under the Securities Act applicable to the Company and relating to
action or inaction required of the Company in connection with any such
registration, qualification or compliance, and will reimburse each such holder
of Warrant Common Stock (and each person, if any, who or which controls such
holder of Warrant Common Stock) and each such underwriter for any legal or any
other expenses reasonably incurred in connection with investigating or
defending any such claim, loss, damage, liability or action, provided, that
the Company will not be liable in any such case to the extent that any such
claim, loss, damage or liability arises out of or is based on any untrue
statement or omission based upon written information furnished to the Company
by an instrument duly executed by such holder of Warrant Common Stock (and
each person, if any, who or which controls such holder of Warrant Common
Stock) or underwriter and stated specifically to be for use therein. The
Company may require of such holder of Warrant Common Stock, as a condition to
having such Warrant Common Stock held or issuable to holder of Warrant Common
included among the securities as to which such registration, qualification or
compliance is being effected, that each such holder of Warrant Common Stock
and underwriter will indemnify the Company, its directors, and its officers
who sign the registration statement in respect of such registration against
all claims, losses, damages and liabilities (or actions in respect thereof)
arising out of or based on any untrue statement (or alleged untrue statement)
of a material fact contained in any written information furnished by such
holder for inclusion in the registration statement by such
14
<PAGE>
holder of Warrant Common Stock or underwriter, as the case may be, or an
omission (or alleged omission) to state in any such written information a
material fact required to be stated therein or necessary to make the statement
therein not misleading.
4.7 Notice of Claim, etc. Each party entitled to
indemnification hereunder (the "Indemnified Party") shall give notice to the
party required to provide indemnification (the "Indemnifying Party") promptly
after such Indemnified Party has actual knowledge of any claim as to which
indemnity may be sought, and shall permit the Indemnifying Party to assume the
defense of any such claim or any litigation resulting therefrom, provided that
counsel for the Indemnifying Party shall be acceptable to the Indemnified
Party (which acceptance shall not be unreasonably withheld), and provided
further, that the failure of any Indemnified Party to give notice as provided
in this Section 4.7 shall not relieve the Indemnifying Party of its obligation
under Section 4.6.
4.8 Listing on Securities Exchanges, etc. The Company will,
at its expense, promptly list on each national securities exchange or
quotation system on which Common Stock is a the time listed, upon official
notice of issuance upon the exercise of the Warrant, all Warrant Common Stock,
provided that the Warrant Common Stock is registered under the Securities Act
of 1933.
4.9 Right to Deliver Cash. Notwithstanding the provisions of
this Warrant, the Company shall have the right, in lieu of including the
shares of Warrant Stock in a registration statement pursuant to Section 4.1(a)
to elect to purchase the Warrant Common Stock to be included in such
registration statement by delivering to a holder of Warrant Common Stock cash
in the amount ("Repurchase Amount") equal to the number of shares of Warrant
Common Stock to be included in such registration statement multiplied by an
amount equal to the closing price (or, if applicable, the average of the
closing bid and asked prices) of the Company's Common Stock on the last
trading day immediately preceding the day of notice by the Company pursuant to
Section 4.1(a)(i). If the Company elects to exercise its rights hereunder, it
should so notify the holders of Warrant Common Stock within 10 business days
of such notice. The holders shall thereupon promptly deliver the certificates
evidencing shares of Warrant Common Stock to be sold at the time and place
designated in the Company's notice, in duly transferable form, together with a
representation and warranty of good title free and clear of all liens and
15
<PAGE>
encumbrances against receipt from the Company of a bank or certified check
payable to the respective order of such holders in the Repurchase Amount
ARTICLE V
DEFINITIONS
The following terms, as used in this Warrant, have the following
respective meanings:
"Business Day" means each Monday, Tuesday, Wednesday,
Thursday, and Friday which is not a day on which banking institutions in the
City of New York are authorized or obligated by law or executive order to
close.
"Commission" shall mean the Securities and Exchange
Commission or any other Federal agency then administering the Securities Act
and other Federal securities laws.
"Common Stock" shall have the meaning set forth in the first
paragraph of this Warrant, subject to adjustment pursuant to Article III.
"Company" shall have the meaning set forth in the
first paragraph of this Warrant.
"Current Market Price" shall mean at any date the average of
the daily closing prices for the 10 consecutive trading days prior to the date
as of which the market price is to be computed on the principal national
securities exchange or in the NASDAQ-National Market System on which the
shares of Common Stock are listed or to which such shares are admitted to
trading, or, if not listed or admitted to trading, the average of the closing
bid and asked prices of the Common Stock in the over-the-counter market as
reported by NASDAQ or any comparable system, or if the Common Stock is not
listed on NASDAQ or a comparable system, the average of the closing bid and
asked prices as furnished by two members of the National Association of
Securities Dealers, Inc. selected from time to time by the Board of Directors
of the Company for that purpose. In the absence of the foregoing, the
appropriate Current Market Price per share shall be the fair market value
thereof as determined by Board of Directors of the Company in good faith.
16
<PAGE>
"Exchange Act" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission thereunder.
"Exercise Price" means $1.25 per share of Common Stock,
subject to adjustment pursuant to Article III.
"Existing Warrants" shall mean the Warrants other than this
Warrant, the warrant issued to CIT entitling CIT to purchase 31,345 Shares of
Common Stock on the date hereof and the Management Options.
"Expiration Date" shall have the meaning set forth in the
first paragraph of this Agreement.
"Holder" shall have the meaning set forth in the
first paragraph of this Warrant.
"Management Options" shall mean the options to acquire up to
193,000 shares of Common Stock issued pursuant to the Company's Long Term
Stock Incentive Plan and any other options granted to employees of the Company
or any of its Subsidiaries having an exercise price equal to or in excess of
the Current Market Price.
"NASDAQ" means the National Association of
Securities Dealers, Inc. Automated Quotation System.
"Original Holder" shall have the meaning set forth in the
first paragraph of this Warrant.
"Person" means an individual or a corporation, partnership,
trust, incorporated or unincorporated association, joint venture, joint stock
company, government (or an agency or political subdivision thereof) or other
entity of any kind.
"Rights" shall have the meaning set forth in
Section 3.2(b).
"Securities Act" means the Securities Act of 1933, as
amended, and the rules and regulations of the Commission thereunder.
"Shares" shall have the meaning set forth in the
first paragraph of this Warrant.
"Subsidiary" means, with respect to any Person, (i) a
corporation a majority of whose capital stock with voting power, under
ordinary circumstances, to elect
17
<PAGE>
directors is at the time, directly or indirectly, owned by such Person, by one
or more Subsidiaries of such Person or by such Person and one or more
Subsidiaries thereof or (ii) any other Person (other than a corporation) in
which such Person, one or more Subsidiaries thereof or such Person and one or
more Subsidiaries thereof, directly or indirectly, at the date of
determination thereof, has at least majority ownership interest or, if such
other Person is a partnership, a majority ownership interest in the general
partner thereof.
"Warrant shall mean this Warrant as this Warrant may be
amended, modified or supplemented from time to time.
"Warrant Agency" shall have the meaning set forth
in Section 2.1.
"Warrantholder" means a holder of any Warrant issued by the
Company on the date hereof and such holder's permitted designees, successors
and permitted assigns.
ARTICLE V1
MISCELLANEOUS
6.1 Notices. Any notice or other communication to be given
shall be in writing and may be personally served, telexed or sent by United
States mail and shall be deemed to have been given when delivered in person,
upon receipt of telex or four Business Days after deposit in the United States
mail, registered or certified, with postage prepaid and properly addressed. In
the case of the Original Holder, such notices and communications shall be
addressed to its address set forth below, unless the Original Holder shall
notify the Company that notices and communications should be sent to a
different address (or telex number), in which case such notices and
communications shall be sent to the address (or telex number) specified by the
Holder. In the case of other Holders, such notices and communications shall be
addressed to such address as such other Holder shall specify to the Company.
In the case of the Company, such notices and communications shall be addressed
as follows (until notice of a change is given as provided herein):
Vernitron Corporation
645 Madison Avenue
New York, New York 10022
Telecopy: (212) 754-6348
Attention: General Counsel
18
<PAGE>
If to the Original Holder:
Donaldson, Lufkin & Jenrette
Securities Corporation
2121 Avenue of the Stars
Los Angeles, CA 90067
Telecopy: (310) 282-6178
Attention: Peter J. Nolan
6.2 Waivers; Amendments. No failure or delay of the Holder
in exercising any power or right hereunder shall operate as a waiver thereof
(except for a failure to exercise this Warrant prior to the Expiration Date),
nor shall any single or partial exercise of any such right or power, or any
abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other
right or power. The rights and remedies of the Holder are cumulative and not
exclusive of any rights or remedies which it would otherwise have. The
provisions of this Warrant may be amended, modified or waived with (and only
with) the written consent of the Company and the holder of this Warrant.
6.3 Governing Law. THIS WARRANT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, EXCEPT TO THE
EXTENT THAT THE LAWS OF DELAWARE SHALL BE MANDATORILY APPLICABLE HERETO.
6.4 Covenants To Bind Successors and Assigns. All covenants,
stipulations, promises and agreements in this Warrant contained by or on
behalf of the Company shall bind its successors and permitted assigns, whether
so expressed or not.
6.5 Severability. In case any one or more of the provisions
contained in this Warrant shall be invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions
contained herein and therein shall not in any way be affected or impaired
thereby. The parties shall endeavor in good faith negotiations to replace the
invalid, illegal or unenforceable provisions with valid provisions the
economic effect of which comes as close as possible to that of the invalid,
illegal or unenforceable provisions.
6.6 Construction. The definitions in this Warrant shall apply
equally to both the singular and the plural forms of the terms defined.
Wherever the context
19
<PAGE>
may require, any pronoun shall include the corresponding masculine, feminine
and neuter forms. The Section headings used herein are for convenience of
reference only, are not part of this Warrant and are not to affect the
construction of or be taken into consideration in interpreting this Warrant.
6.7 No Rights as Stockholder. This Warrant shall not entitle
the Holder to any rights as a stockholder of the Company until such time as
this Warrant shall have been exercised.
20
<PAGE>
IN WITNESS WHEREOF, VERNITRON CORPORATION has caused this
Warrant to be executed in its corporate name by one of its officers thereunto
duly authorized, attested by its Secretary or an Assistant Secretary, all as
of the day and year first above written.
VERNITRON CORPORATION
By .......................
Title:
Attest:
......................
Assistant Secretary
21
<PAGE>
SUBSCRIPTION NOTICE
(To be executed upon exercise of Warrant)
To VERNITRON CORPORATION
The undersigned hereby irrevocably elects to exer cise the
right of purchase represented by the attached Warrant for, and to purchase
thereunder, shares of Common Stock as provided for therein, and tenders
herewith payment of the Exercise Price in full in the form of cash, money
order, certified or bank cashier's check or wire transfer or by cancellation
of the Warrant with respect to shares of Common Stock subject to the Warrant.
Please issue a certificate or certificates for such shares
of Common Stock in the following name and names and denominations:
If said number of shares shall not be all the shares
issuable upon exercise of the attached Warrant, a new Warrant is to be issued
in the name of the undersigned for the balance remaining of such shares less
any fraction of a share paid in cash.
Dated: ..........., ......
.......................................
NOTE: The above signature should
correspond exactly with the
name on the face of the
attached Warrant or with
the name of the assignee
appearing in the assignment
form below.
<PAGE>
ASSIGNMENT
(To be executed upon assignment of Warrant)
For value received, ___________________________ hereby
sells, assigns and transfers unto _________________ the attached Warrant,
together with all right, title and interest therein, and does hereby
irrevocably constitute and appoint _________________________ attorney to
transfer said Warrant on the books of VERNITRON CORPORATION, a Delaware
corporation, with full power of substitution in the premises.
----------------------------------
NOTE: The above signature should
correspond exactly with
the name on the face of
the attached Warrant.
Dated: __________, ____
<PAGE>
EXHIBIT 21
Subsidiaries
Name State of Incorporation
-------------------------------- ----------------------
Precision Aerotech, Inc. Delaware
Speedring, Inc. Delaware
Speedring Systems, Inc. Delaware
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 2,691
<SECURITIES> 0
<RECEIVABLES> 14,186
<ALLOWANCES> 385
<INVENTORY> 24,454
<CURRENT-ASSETS> 41,796
<PP&E> 20,914
<DEPRECIATION> 7,458
<TOTAL-ASSETS> 62,171
<CURRENT-LIABILITIES> 17,002
<BONDS> 23,324
0
7
<COMMON> 26
<OTHER-SE> 19,132
<TOTAL-LIABILITY-AND-EQUITY> 62,171
<SALES> 91,301
<TOTAL-REVENUES> 91,301
<CGS> 67,483
<TOTAL-COSTS> 67,483
<OTHER-EXPENSES> 16,636
<LOSS-PROVISION> 93
<INTEREST-EXPENSE> 2,343
<INCOME-PRETAX> 4,746
<INCOME-TAX> 1,891
<INCOME-CONTINUING> 2,855
<DISCONTINUED> 0
<EXTRAORDINARY> (173)
<CHANGES> 0
<NET-INCOME> 2,682
<EPS-PRIMARY> .68
<EPS-DILUTED> .68
</TABLE>
