UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended DECEMBER 31, 1997
-------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
--------------- --------------
Commission File Number 0-9010
-------------------------------------------
ROBINSON NUGENT, INC.
- --------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
INDIANA 35-0957603
- -------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
800 East Eighth Street, New Albany, Indiana 47151-1208
- -----------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (812) 945-0211
-----------------
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 the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practical date: As of
January 31, 1998, the registrant had outstanding 4,891,765 common
shares without par value.
The Index to Exhibits is located at page 15 in the sequential
numbering system. Total pages: 16.
<PAGE>
ROBINSON NUGENT, INC. AND SUBSIDIARIES
INDEX
Page No.
--------
PART I. Financial Information:
Item 1. Financial Statements
Consolidated balance sheets at December 31, 1997,
December 31, 1996 and June 30, 1997 ...........3
Consolidated statements of operations for the three and
six months ended December 31, 1997 and December 31, 1996...........5
Consolidated statements of cash flows for the six
months ended December 31, 1997 and December 31,1996 ...........6
Notes to consolidated financial statements ...........7
Item 2. Management's discussion and analysis of financial
condition and results of operations ...........8
PART II. Other Information ..........12
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ROBINSON NUGENT, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
December 31 June 30
- -
ASSETS 1997 1996 1997
------- ------- -------
(Unaudited)
<S> <C> <C> <C>
Current assets:
Cash and cash equivalents $ 2,990 $ 2,323 $ 4,118
Accounts receivable, net 10,090 11,051 11,784
Inventories:
Raw materials 1,146 1,739 1,294
Work in process 6,869 6,299 5,933
Finished goods 3,319 4,078 3,873
------- ------- -------
Total inventories 11,334 12,116 11,100
Other current assets 1,688 1,873 1,371
------- ------- -------
Total current assets 26,102 27,363 28,373
------- ------- -------
Property, plant & equipment, net 21,204 22,658 21,188
Other assets 133 60 135
------- ------- -------
Total assets $47,439 $50,081 $49,696
======= ======= =======
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (CONTINUED)
ROBINSON NUGENT, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
December 31 June30
------------------ ------
- -
LIABILITIES AND SHAREHOLDERS' EQUITY 1997 1996 1997
------- ------- -------
(Unaudited)
<S> <C> <C> <C>
Current liabilities:
Current installments of long-term debt $ 370 $ 420 $ 386
Short-term bank borrowings -- 6,400 --
Accounts payable 5,447 4,062 4,265
Accrued expenses 3,617 4,644 5,560
Income taxes 995 817 1,581
------- ------- -------
Total current liabilities 10,429 16,343 11,792
Long-term debt, excluding current ------- ------- -------
installments 6,564 2,598 5,926
Deferred income taxes 824 1,003 838
------- ------- -------
Total liabilities 17,817 19,944 18,556
------- ------- -------
Shareholders' equity:
Common shares without par value
Authorized shares: 15,000,000;
issued 6,851,250 shares 20,996 20,950 20,950
Retained earnings 20,632 19,768 21,290
Equity adjustment from foreign
currency translation 1,113 2,628 2,073
Employee stock purchase plan loans
and deferred compensation (123) (213) (177)
Less 1,959,485 treasury shares (12,996) (12,996) (12,996)
Total shareholders' equity 29,622 30,137 31,140
------- ------- -------
Total liabilities and shareholders'
equity $47,439 $50,081 $49,696
======= ======= =======
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (CONTINUED)
ROBINSON NUGENT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
December 31 December 31
------------------ -----------------
1997 1996 1997 1996
------- ------- ------- -------
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Net sales $19,576 $20,100 $38,119 $41,223
Cost of sales 16,052 15,852 31,209 32,248
------- ------- ------- -------
Gross profit 3,524 4,248 6,910 8,975
Selling, general and
administrative expenses 3,550 3,925 7,200 7,678
------- ------- ------- -------
Operating income (loss) (26) 323 (290) 1,297
------- ------- ------- -------
Other income (expense):
Interest income 20 12 51 42
Interest expense (135) (187) (269) (374)
Royalty income 1 20 2 50
Currency gain (loss) (68) 156 88 175
------- ------- ------- -------
(182) 1 (128) (107)
------- ------- ------- -------
Income (loss) before income
taxes (208) 324 (418) 1,190
Income taxes 24 186 (54) 650
------- ------- ------- -------
Net income (loss) $ (232) $ 138 $ (364) $ 540
======= ======= ======== =======
Per share data:
Net income (loss) per common
share $ (.05) $ .03 $ (.07) $ .11
======= ======= ======== =======
Weighted average number of
common shares outstanding 4,892 4,892 4,892 4,892
======= ======= ======== =======
Net income (loss) per common
share assuming dilution $ (.05) $ .03 $ (.07) $ .11
======= ======= ======== =======
Adjusted weighted average number
of common shares including
common share equivalents 4,892 4,905 4,892 4,907
======= ======= ======== =======
Dividends per common share $ .03 $ .03 $ .06 $ .06
======= ======= ======== =======
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (CONTINUED)
ROBINSON NUGENT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
Six Months Ended
December 31
-----------------
1997 1996
------- -------
(Unaudited)
<S> <C> <C>
Cash flows from operating activities:
Net income, (loss) $ (364) $ 540
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 2,994 2,623
Losses from disposition of capital assets 4 66
Change in assets and liabilities:
Receivables 1,694 (618)
Inventories (234) 1,330
Other current assets (320) (166)
Accounts payable and accrued expenses (761) (1,543)
Income taxes (597) 545
------ ------
Net cash provided by operating activities 2,416 2,777
Cash flows from investing activities:
Capital expenditures (3,555) (1,875)
Decrease in other assets (38) 9
------ ------
Net cash used in investing activities (3,593) (1,866)
------ ------
Cash flows from financing activities:
Proceeds from long-term debt 1,000 --
Repayments of long-term debt (279) (588)
Cash dividends paid (294) (293)
Repayments of employee stock purchase plan loans 14
98
Proceeds from stock purchase plan terminations 50 --
Stock options exercised 32 --
------ ------
Net cash provided by (used in) financing
activities 523 (783)
------ ------
Effect of exchange rate changes on cash (474) (173)
------ ------
Decrease in cash and cash equivalents (1,128) (45)
Cash and cash equivalents at beginning of period 4,118
2,368
------ ------
Cash and cash equivalents at end of period $2,990 $2,323
====== ======
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (CONTINUED)
ROBINSON NUGENT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
DECEMBER 31, 1997 AND 1996, AND JUNE 30, 1997
1. In the opinion of management, the accompanying unaudited
consolidated financial statements contain all adjustments necessary
(all of which are normal and recurring) to present fairly the
financial position of the Company and its subsidiaries, results of
operations, and cash flows in conformity with generally accepted
accounting principles.
2. In February of 1997, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards No. 128,
"Earnings Per Share." The Company adopted this new standard in
fiscal 1998, and it became effective in this quarterly report.
This statement changes the required methods used to calculate
earnings per share data, harmonizing U.S. GAAP requirements with
that of International Accounting Standards No. 33. The major change
from the previous calculation is the disclosure of basic EPS, which
is computed by dividing reported earnings by the weighted-average
common shares outstanding (without any adjustments for common stock
equivalents), versus the current primary EPS calculation required
by the superseded APB Opinion No. 15. Fully diluted EPS, now called
diluted EPS, is still required, with the average market price of
common stock used to determine common stock equivalents rather than
the greater of the average market price or period ending closing
price. The adoption of this standard does not have a material
impact on these financial statements.
3. Reference is directed to the Company's consolidated financial
statements (Form 10-K), including references to the Annual Report,
for the year ended June 30, 1997 and management's discussion and
analysis included in Part I, Item 2 in this report.
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
- ---------------------
Net sales for the quarter ended December 31, 1997 were $19,576,000,
compared to sales of $20,100,000 in the same period a year ago. The
sales in the quarter reflect an increase in sales in Asia offset by
lower sales in the United States and Europe. Customer sales in Asia
advanced by 39 percent or $513,000 due primarily to higher sales of PC
board connectors and high density sockets. Customer sales in the
United States decreased 5% or $689,000 compared to prior year, due
primarily to lower sales of high density and screw machine sockets, and
PC board connectors. Customer sales in Europe decreased 6% or
$348,000, when measured in U.S. dollars. Customer sales in Europe
stated in local currencies only decreased 2% or approximately $100,000.
Net sales for the six months ended December 31, 1997 were $38,119,000,
down 8% from sales of $41,223,000 for the same period a year ago.
Customer sales were higher in Asia, but these increases were offset by
lower customer sales in the United States and Europe. Customer sales
in the United States decreased 12% or $3,236,000 compared to the prior
year due primarily to lower sales of high density sockets. European
sales were 10%, or $1,052,000, lower than the prior period when
measured in U. S. dollars. Higher sales in Asia were due primarily to
higher connector and cable assembly sales in Southeast Asia and Japan.
<PAGE>
Comparative sales by geographic territory for the respective periods
follows:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
($000 omitted) December 31 December 31
------------------- ----------------
1997 1996 1997 1996
-------- -------- ------- -------
<S> <C> <C> <C> <C>
United States:
Domestic $12,064 $12,699 $23,436 $26,087
Export:
Europe 37 19 58 31
Asia -- 50 7 184
Rest of world 357 379 713 1,148
------- ------- ------- -------
Total export sales 394 448 778 1,363
------- ------- ------- -------
Total sales to
customers 12,458 13,147 24,214 27,450
Intercompany 2,100 1,948 4,338 4,007
------- ------- ------- -------
Total United States 14,558 15,095 28,552 31,457
------- ------- ------- -------
Europe:
Domestic 5,280 5,593 9,952 10,582
Export to Asia -- 35 -- 422
------- ------- ------- -------
Total sales to
customers 5,280 5,628 9,952 11,004
Intercompany 1,171 867 2,252 1,848
------- ------- ------- -------
Total Europe 6,451 6,495 12,204 12,852
------- ------- ------- -------
Asia:
Domestic 1,838 1,325 3,953 2,674
Export to Europe -- -- -- 95
------- ------- ------- -------
Total sales to
customers 1,838 1,325 3,953 2,769
Intercompany 856 975 1,703 1,619
------- ------- ------- -------
Total Asia 2,694 2,300 5,656 4,388
------- ------- ------- -------
Eliminations (4,127) (3,790) (8,293) (7,474)
------- ------- ------- -------
Consolidated $19,576 $20,100 $38,119 $41,223
======= ======= ======= =======
</TABLE>
Incoming customer orders for the quarter ended December 31, 1997 were
$19.9 million, compared to orders of $20.3 million in the same quarter
a year ago. Customer orders for the six months ended December 31,1997
were $38.1 million compared to $41.3 million in the prior year, a
decrease of $3.2 million or 1 percent. The Company ended the quarter
with a backlog of unshipped orders of $14.5 million compared to $16.0
million a year ago.
Gross profits in the quarter ended December 31, 1997 amounted to
$3,524,000 or 18.1 percent of net sales, compared to $4,248,000 or 21.1
percent of net sales in the prior year. Gross profits are net of
engineering charges associated with new product development.
Engineering charges amounted to $884,000 or 4.5 percent of net sales in
the current quarter compared to $762,000 or 3.8 percent of net sales in
the prior year. The gross profits in the quarter reflect continued
competitive price pressures, partially offset by lower manufacturing
costs and higher gross profits from recently developed products. Gross
profits for the six months ended December 31, 1997 amounted to
$6,910,000 or 18.1 percent of net sales, compared to $8,975,000 or 21.8
percent of net sales in the prior year. Engineering expenses for the
six months ended December 31, 1997 amounted to $1,871,000 or 4.9
percent of net sales compared to $1,535,000 or 3.7 percent of net sales
in the prior year.
<PAGE>
Selling, general and administrative expenses of $3,550,000 for the
three months ended December 31, 1997 decreased by $375,000 or 10
percent compared to expenses of $3,925,000 in the prior year. Lower
compensation and marketing expenses in the United States and Europe
offset a slight increase in general and administrative expenses in
Asia. Expenses of $7,200,000 for the six months ended December 31,
1997 decreased by $478,000 or 6 percent compared to expenses of
$7,678,000 in the prior year. This primarily reflected lower
commissions, advertising and travel expenses.
Other income and expense for the three months ended December 31, 1997
reflected a net expense of $182,000 compared to a net income of $1,000
for the comparable three month period in the prior year. The net
expense resulted from a currency loss and interest expense on bank
borrowings. Interest expense decreased to $135,000 compared to
$187,000 in the prior year due to lower bank borrowings. Currency
losses totaled $68,000 compared to gains of $156,000 in the prior year.
Other income and expense for the six months ended December 31, 1997
reflected an expense of $128,000 compared to an expense of $107,000 for
the comparable six month period in the prior year. Interest expense
decreased to $269,000 compared to $374,000 in the prior year period due
to lower bank borrowings.
The provision for income taxes was provided using the appropriate
effective tax rates for each of the tax jurisdictions in which the
Company operates. An income tax benefit has been accrued for losses
generated in the United States, but no tax benefit has been recognized
on the pretax losses incurred in Belgium, Scotland and Japan. The
income tax expense for profits generated in Malaysia were offset by the
partial reversal of a valuation allowance for tax benefits of prior
period net operating losses. The Company maintains a valuation
allowance for tax benefits of prior period net operating losses in
various tax jurisdictions. At such time as management is able to
project the probable utilization of all or part of these net operating
loss carryforward provisions, the valuation allowances for these
deferred tax assets will be reversed.
The net loss in the quarter ended December 31, 1997 amounted to
$232,000 or 5 cents per share, compared to a net income of $138,000 or
3 cents per share, a year ago. The net loss for the six months ended
December 31, 1997 amounted to $364,000 or 7 cents per share compared to
$540,000 or 11 cents per share a year ago. Operations in the United
States and Europe incurred net losses of $295,000 and $112,000,
respectively, for the six months ended December 31, 1997. Asia
operations generated a year-to-date net income of $43,000.
The recent currency crisis in Asia had minimal impact on the Company's
operating results in the first half of the year. While the operating
results in Japan were unfavorably impacted by the strengthening of the
U. S. dollar against the Japanese yen, operating results in Southeast
Asia were affected favorably since most of the Company's sales to
customers in Southeast Asia are transacted in U. S. dollars. These
sales were not affected by the currency crisis significantly. Cost of
sales and operating expenses in Southeast Asia were lower in the period
due primarily to the devaluation of the Malaysian ringgit and the
Singapore dollar, compared to the U. S. dollar.
Management anticipates higher sales levels and a return to
profitability as the year progresses. This improved performance will
result from a return to higher revenue levels, and will be augmented by
reductions in manufacturing costs and operating expenses.
<PAGE>
MATERIAL CHANGES IN FINANCIAL CONDITION
Net working capital at December 31, 1997 amounted to $15.7 million
compared to $11.0 million at December 31, 1996 and $16.6 million at
June 30, 1997. The current ratio was 2.5 to 1 compared to 1.7 to 1 in
the prior year. The increase in working capital, compared to the prior
year, primarily reflects a reduction in short-term bank borrowings. In
February 1997, the Company replaced its existing short-term line of
credit agreement with a new long-term credit facility. Long-term
borrowings under this facility were $5.0 million as of December 31,
1997. There were no significant changes in long-term debt in the
quarter ended December 31, 1997. Long-term debt, excluding current
installments, amounted to $6.6 million, or 22 percent of shareholders'
equity at December 31, 1997, compared to $2.6 million or 9 percent of
shareholders' equity at December 31, 1996. The Company believes
working capital and capital expenditure requirements can be met from
cash provided by operating activities, existing cash balances and
borrowings available under the existing credit facility.
DIVIDEND ACTION
On January 22, 1998 the Board of Directors declared a regular quarterly
dividend of 3 cents per share, payable February 19, 1998 to
shareholders of record February 5, 1998.
CAUTIONARY STATEMENTS FOR PURPOSES OF THE SAFE HARBOR
In addition to statements of historical fact, this quarterly report
contains forward-looking statements which are inherently subject to
change, based on known and unknown risks, including but not limited to
changes in the market and industry. Please refer to documents filed
with the Securities and Exchange Commission for additional information
on factors that could materially affect the Company's financial
results.
<PAGE>
PART II. OTHER INFORMATION
Item 1. Not applicable.
Item 2. Effective January 22, 1998, the Board of Directors of the
registrant, acting pursuant to the terms of the Rights
Agreement dated as of April 21, 1988, between the registrant
and Harris Trust and Savings Bank, as successor Rights Agent
(the "Rights Agreement"), amended the Rights Agreement to
extend the expiration date of the Rights outstanding
thereunder to April 15, 2008. No other changes were made in
the terms or conditions of the Rights.
Item 3. Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Shareholders of Robinson Nugent, Inc.
was held on November 6, 1997 for the following purposes:
1. Election of three (3) directors to hold office for three
(3) years from the meeting date as follows:
Vote
----------------------------------
Shares: For Withheld No Vote
--- -------- -------
Samuel C. Robinson 4,210,811 325,344 --
Jerrol Z. Miles 4,210,911 325,244 --
Richard W. Strain 4,210,911 325,244 --
and, the election of two (2) directors to hold office for two
(2) years from the meeting date as follows:
Vote
---------------------------------
Shares: For Withheld No Vote
--- -------- -------
Donald C. Neel 4,210,911 325,244 --
Ben M. Streepey 4,210,911 325,244 --
The following directors shall continue their term of office
as a director from November 6, 1997:
Richard L. Mattox - 1 years
Diane T. Maynard - 1 years
Patrick C. Duffy - 1 years
Larry W. Burke - 2 years
James W. Robinson - 2 years
<PAGE>
2. The approval of an amendment to the 1993 Robinson Nugent,
Inc. Employee and Non-Employee Director Stock Option Plan.
Vote
------------------------------------
For Against Abstain No Vote
--- ------- ------- -------
Shares: 2,926,324 580,163 23,084 --
3. Ratification of the selection of Deloitte & Touche LLP as
certified public accountants for the Company for the fiscal
year ending June 30, 1998.
Vote
------------------------------------
For Against Abstain No Vote
--- ------- ------- -------
Shares: 4,478,218 6,126 51,811 --
Item 5. Mr. Samuel C. Robinson retired as Chairman of the Board of
Directors effective January 22, 1998. Mr. Patrick C. Duffy
was elected to replace Mr. Robinson as Chairman. Mr.
Robinson will remain a Director of the Company.
Item 6. Exhibits and Reports on Form 8-K.
(a) See Index to Exhibits.
(b) The Company filed an amended Form 8-K/A report on
October 3, 1997, relating to a change in the
Company's certifying accountant.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
Robinson Nugent, Inc.
-----------------------------------
(Registrant)
Date February 13, 1998 /s/ Larry W. Burke
----------------------- -----------------------------------
Larry W. Burke
President and ChiefExecutive Officer
Date February 13, 1998 /s/ Robert L. Knabel
----------------------- -----------------------------------
Robert L. Knabel
Vice President, Treasurer and Chief
Financial Officer
<PAGE>
FORM 10-Q
INDEX TO EXHIBITS
Number of Sequential
Item Numbering
Assigned in System
Regulation S-K Page Number
Item 601 Description of Exhibit of Exhibit
- ------------- ---------------------------- ------------
(2) Not applicable.
(4) 4.1 Specimen certificate for Common Shares,
without par value. (Incorporated by
reference to Exhibit 4 to Form S-1
Registration Statement No. 2-62521.)
4.2 Rights Agreement dated April 21, 1988
between Robinson Nugent, Inc. and Bank
One, Indianapolis, N.A. (Incorporated
by reference to Exhibit I to Form 8-A
Registration Statement dated May 2,
1988.)
4.3 Amendment No. 1 to Rights Agreement
dated September 26, 1991 between
Robinson Nugent, Inc. and Bank One,
Indianapolis, N.A. (Incorporated by
reference to Exhibit 4.3 to Form 10-K
Report for year ended June 30, 1991.)
4.4 Amendment No. 2 to Rights Agreement
dated June 11, 1992. (Incorporated by
reference to Exhibit 4.4 to Form 8-K
Current Report dated July 6, 1992.)
4.5 Amendment No. 3 to Rights Agreement
dated February 11, 1998.
(10) 10.1 Robinson Nugent, Inc. 1983 Tax-Qualified
Incentive Stock Option Plan.
(Incorporated by reference to Exhibit
10.1 to Form 10-K Report for year ended
June 30, 1983.)
10.2 Robinson Nugent, Inc. 1983 Non Tax-
Qualified Incentive Stock Option Plan.
(Incorporated by reference to Exhibit
10.2 to Form 10-K Report for year ended
June 30, 1983.)
<PAGE>
10.3 1993 Robinson Nugent, Inc. Employee and
Non-Employee Director Stock Option Plan.
(Incorporated by reference to Exhibit
19.1 to Form 10-K Report for year ended
June 30, 1993.)
10.4 Summary of the Robinson Nugent, Inc.
Employee Stock Purchase Plan
(Incorporated by reference to Exhibit
19.2 to Form 10-K Report for year ended
June 30, 1993.)
10.5 Deferred compensation agreement dated
May 10, 1990 between Robinson Nugent,
Inc. and Larry W. Burke, President and
Chief Executive Officer. (Incorporated
by reference to Exhibit 19.1 to Form
10-K Report for year ended June 30, 1990.)
10.6 Rabbi Trust Agreement dated July 1, 1996
between Robinson Nugent, Inc. and Dean
Witter Trust Company, related to the
deferred compensation agreement between
Robinson Nugent, Inc. and Larry W. Burke
President and Chief Executive Officer.
(Incorporated by reference to Exhibit
10.6 to Form 10-K Report for year ended
June 30, 1997.)
10.7 Summary of Robinson Nugent, Inc. Bonus
Plan for the fiscal year ended June 30,
1998. (Incorporated by reference to
Exhibit 10.7 to Form 10-K Report for
year ended June 30, 1996.)
(11) Not applicable.
(15) Not applicable.
(18) Not applicable.
(19) Not applicable.
(22) Not applicable.
(23) Not applicable.
(24) Not applicable.
(27) Financial Data Schedule
(99) Not applicable.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
ROBINSON
NUGENT, INC. 10-Q FOR THE PERIOD ENDING DECEMBER 31, 1997 AND IS
QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> JUL-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 2,990
<SECURITIES> 0
<RECEIVABLES> 10,662
<ALLOWANCES> 572
<INVENTORY> 11,334
<CURRENT-ASSETS> 26,102
<PP&E> 61,922
<DEPRECIATION> 40,718
<TOTAL-ASSETS> 47,439
<CURRENT-LIABILITIES> 11,334
<BONDS> 0
<COMMON> 20,996
0
0
<OTHER-SE> 8,626
<TOTAL-LIABILITY-AND-EQUITY> 47,439
<SALES> 38,119
<TOTAL-REVENUES> 38,119
<CGS> 31,209
<TOTAL-COSTS> 31,209
<OTHER-EXPENSES> 7,200
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 269
<INCOME-PRETAX> (418)
<INCOME-TAX> (54)
<INCOME-CONTINUING> (364)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (364)
<EPS-PRIMARY> (.07)
<EPS-DILUTED> (.07)
</TABLE>
Exhibit 4.5
AMENDMENT NO. 3 TO RIGHTS AGREEMENT
This Amendment No. 3 to Rights Agreement ("Amendment)
is made and entered into as of this 11th day of February,
1998, by and between Robinson Nugent, Inc., an Indiana
corporation (the "Company"), and Harris Trust and Savings
Bank, as successor Rights Agent to Bank One, Indianapolis,
N.A. (the "Rights Agent").
WITNESSETH:
WHEREAS, the Company and the Rights Agent are parties
to that certain Rights Agreement dated as of April 21, 1998,
as amended (the "Rights Agreement"); and
WHEREAS, the Company and the Rights Agent desire to
further amend the Rights agreement;
NOW THEREFORE, in consideration of the premises, the
parties hereby agree as follows:
1. Section 1, paragraph P., of the Rights Agreement is
hereby amended to read in its entirety as follows:
P. "Expiration Date" shall mean the Close of Business on
April 15, 2008.
2. This Amendment may be executed in any number of
counterparts and each of such counterparts shall for all
purposes be deemed to be an original, and all such
counterparts shall together constitute but one and the same
instrument.
3. The term "Agreement" as used in the Rights Agreement
shall be deemed to refer to the Rights Agreement as amended
hereby.
<PAGE>
4.
In all respects not inconsistent with the terms and
provisions of this Amendment, the Rights Agreement is
hereby ratified, adopted, approved and confirmed. In
executing and delivering this Agreement, the Rights
Agent shall be entitled to all privileges and
immunities afforded to the Rights Agent under the terms
and conditions of the Rights Agreement.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed, all as of the day and
year first above written.
ROBINSON NUGENT, INC.
By: /s/ Larry W. Burke
--------------------
Name: Larry W. Burke
--------------------
Title: President & CEO
--------------------
HARRIS TRUST AND SAVINGS BANK, as
successor Rights Agent to Bank One,
Indianapolis, N.A.
By: /s/ Simone Harris
--------------------
Name: Simone Harris
--------------------
Title: Trust Officer
--------------------
CERTIFICATE
The undersigned, the Secretary of Robinson Nugent,
Inc., an Indiana corporation (the "Corporation"),
hereby certifies to Harris Trust and Savings Bank, as
successor Rights Agent to Bank One, Indianapolis, N.A.
(the "Rights Agent"), as follows:
1. Amendment No. 3 to Rights Agreement, a copy of which is
attached hereto as Exhibit A (the "Amendment"), was approved
and adopted by the Board of Directors of the Corporation at
a meeting held on January 22, 1998.
2. The Amendment is in compliance with the provisions of
Section 27 of the Rights Agreement dated April 21, 1988, as
amended, between the Corporation and the Rights Agent.
IN WITNESS WEREOF, the undersigned has executed this
Certificate this 11th day of February, 1998.
/s/ Richard L. Mattox
-------------------------
Richard L. Mattox
Secretary
