1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EX-CHANGE 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
organization or incorporation) Identification
Number)
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
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Shares, Common Share
Without Par Value Purchase Rights
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
----- -----
The aggregate market value of Common Shares held by
nonaffiliates of the registrant, based on the closing price of
the Common Shares of $5.25, as of August 12, 1999, was
approximately $11,300,000.
As of September 15, 1999, the registrant had outstanding
4,932,687 Common Shares, without par value.
<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE:
PARTS OF FORM 10-K INTO WHICH
IDENTITY OF DOCUMENT DOCUMENT ISINCORPORATED
- --------------------------------------- --------------------
1999 Annual Report to Shareholders Parts I and II
Definitive Proxy Statement with respect to Parts II and III
the 1999 Annual Meeting of Shareholders
Indicate by check mark if disclosure of delinquent people
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any Amendment to this
Form 10-K. [ X ]
<PAGE>
PART I
------
ITEM 1. BUSINESS
- ------ --------
GENERAL
- -------
Robinson Nugent, Inc. (the "Company"), an Indiana
corporation organized in 1955, designs, manufactures and markets
electronic devices used to interconnect components of electronic
systems. The Company's principal products are integrated circuit
sockets; connectors used in board-to-board, wire-to-board, and
wire-to-wire applications; and custom molded-on cable assemblies.
The Company also offers application tooling that is used in
applying wire and cable to its connectors.
The Company's products are used in electronic
telecommunication equipment including switching and networking
equipment such as servers and routers, modems and PBX stations;
data processing equipment such as mainframe computers, personal
computers, workstations, CAD systems; peripheral equipment such
as printers, disk drives, plotters and point-of-sale terminals;
industrial controls and electronic instruments; consumer
products; and a variety of other applications.
Major markets are the United States, Europe, Japan, and the
Southeast Asian countries including Singapore and Malaysia.
Manufacturing facilities are located in New Albany, Indiana;
Dallas, Texas; Fremont, California; Reynosa, Mexico; Sungai
Petani, Malaysia; Inchinnan, Scotland; and Hamont-Achel, Belgium.
Corporate headquarters are located in New Albany, Indiana,
which also is the site for the Company's corporate engineering,
research and development, preproduction and testing of new
products. International headquarters are located in s-
Hertogenbosch, Netherlands; Singapore; and Tokyo, Japan.
PRODUCTS
- --------
The Company produces a broad range of sockets that
accommodate a variety of integrated circuit package styles.
Sockets are offered for dual-in-line package (DIP) and pin grid
array (PGA) devices, as well as plastic leaded and leadless chip
carriers (PLCC).
Sockets are used in a wide variety of applications within
electronic equipment, but are primarily used to connect
integrated circuits, such as microprocessors and memory devices,
to an electronic printed circuit board (PCB). In many
applications, semiconductor devices have been subject to
replacement, which encouraged the use of a socket rather than
soldering the device directly to the printed circuit board. But,
due to the improved reliability of semiconductor technology, more
and more semiconductor chips are being soldered directly to
PCB's. This trend will continue to reduce the worldwide demand
for sockets.
Dual in-line memory module (DIMM) sockets were introduced in
fiscal 1992 and were designed to interconnect dual in-line memory
modules with electronic
printed circuit boards. During 1996, the industry acceptance of
this <PAGE>
<PAGE>
technology resulted in a migration of DIMM products from being
customer specific design components, to become a standardized
component. The enlarged worldwide market volume has resulted in
increased competition and rapid price erosion. The Company
introduced a lower cost version of this DIMM product line in an
attempt to be more competitive at the lower market prices.
During 1998, the Company decided to phase out certain models of
the low-cost version of this product line because increased
offshore competition had resulted in unacceptable profit margins.
The Company has been able to continue to profitably sell the
original version of this product in recent years.
In addition to DIMM sockets, the Company offers several
other products that interconnect memory devices to electronic
printed circuit boards. These include small outline dual in-line
memory module sockets (SO-DIMM) and PCMCIA memory card headers,
sockets and type III PC card kits.
The Company provides a broad range of electronic connectors,
such as insulation displacement flat cable connectors (IDC), used
in cable-to-cable and cable-to-board applications. The use of
insulation displacement connectors in electronic hardware
increases productivity by eliminating the labor involved in
stripping insulation from wires prior to attachment to the leads.
This technology permits the automated manufacturing of cable
assemblies. The range of connectors also includes several
product styles that provide for board-to-board or board-stacking
(parallel-mounting) applications.
The Company offers several product families in the two-piece
style of connectors. These connectors are used to connect
printed circuit boards which are positioned either at right
angles, in-line, or parallel stacked at close intervals. The
products offered include .025 inch square post connectors and
receptacle sockets; DIN series connectors; high-density, high-pin-
count connectors (HDC); half-pitch, high-density (RN PAK-50-
Registered Trademark-) connectors; and a higher pin count 2-
millimeter-spaced connector (METPAK-Registered Trademark-2) used
in backplane applications. In addition, a line of high density
.8mm (RN PAK 8-TM-) and .5mm (RN PAK 5-TM-) board stacking
interconnects are offered by the Company to address the growing
demand for miniaturized connectors in the portable computer,
communication equipment and other markets.
The DIN series of connectors has many variations in
connecting configurations and pin count. The product is based on
a European standard, but has gained wide acceptance in the U.S.
and other markets worldwide. While there are a large number of
producers of DIN connectors in Europe, the Company is one of a
limited number of manufacturers producing the product in the U.S.
The high-pin-count, high-density connector (HDC) includes
pin counts ranging from 60 to 492 in a three- and four-row
configuration. This connector family, along with DIN connectors,
is widely used on backplane applications and frequently requires
the terminals to be press-fit to the backplane. This is
accomplished by forming a compliant section in the tails of the
connector contacts that, when pressed into a plated through-hole
on a backplane PCB, it forms a reliable gas-tight connection.
The Company has become recognized as a leader in press-fit
backplane connectors and has focused marketing efforts in
promoting its products for this type of application.
The Company's half-pitch (PAK-50) connector family has been
accepted as one of the industry's most reliable .050 inch spaced
connectors. The contact <PAGE>
design and compact shape has gained wide acceptance in
applications, such as small form factor computers that require
connectors that are highly reliable yet consume little space.
The METPAK-Registered Trademark-2 series of connectors
includes four and five row versions of both standard and inverse
configurations. The METPAK-Registered Trademark-2 is an industry
standard connector style used in board-to-board and board-to-back
plane applications and over time has displaced some of the more
mature product types such as the DIN series and HDC connectors.
This product line has wide acceptance in many new applications,
primarily in the computer workstations, telecommunication and
data communication equipment and other networking equipment used
to support the Internet. The inverse METPAK-Registered Trademark-
2 is a Company patented design which has gained acceptance in mid-
range computer, networking and communications equipment.
Robinson Nugent introduced a new line of high-speed backplane
connectors in 1999 to the U.S. and Asian markets. These
connectors are known throughout the industry as Compact PCI
connectors that comply with existing industry standards for this
type of product. Robinson Nugent is marketing this product line
as the next generation backplane connector for use in data
communication, telecommunication, and other high-speed, high-
density applications.
Our engineers have developed a new generation of high-speed
backplane connectors that will provide the basis for additional
sales growth in this market niche in the coming years. These
high-speed, hard-metric connectors (HSHM) will provide the
customer with the capability to process signals at speeds that
are not economically or commercially feasible with existing
generations of backplane connectors. This new product line
provides for higher-speed data signal transmissions with greater
signal integrity, at a greater contact density than connectors
currently available. These backplane connectors will be
available in the spring of 2000.
PAK-5-TM- and PAK-8-TM-represent the latest high density, surface
mount, fine pitch board-to-board interconnect systems offered by
the Company. As electronic systems continue to downsize and the
need for higher pin counts continues to increase, electronic
interconnect manufacturers are forced to shrink connector
geometry. The PAK-5-TM- series is available with a "floating"
contact, accommodating potential torsional and positional
discrepancies incurred with tolerance build up when stacking
connectors. The PAK-8-TM-series utilizes a hermaphroditic two-
point contact construction that maximizes contact wiping action,
minimizes contact resistance and insures a highly reliable
contact interface. This connector series is available in sizes
ranging from 16 position to 100 position product and in stacking
heights ranging from 3mm to 11.5mm. These interconnects offer
system designers the board-to-board stacking solutions required
for today's miniaturized electronic system designs.
Technology continues to move the industry to an ever-
increasing number of circuits per socket or connector to meet the
increasing complexity, capacity and processing speed of
electronic and semiconductor devices. This trend has caused
increased demand for all types of high-density connector
products. The Company is focusing its new product development in
socket and connector products that meet these technology trends.
<PAGE>
Cablelink, Incorporated, a wholly-owned subsidiary of the
Company, produces electronic cable assemblies of various types
including insulation displacement connector, fabricated and
molded-on cable assemblies. Cablelink utilizes Robinson Nugent
connectors whenever possible, but also provides cable assemblies
with other manufacturers' connectors if the customer is specific
regarding its requirements.
In addition to standard products, the Company provides
engineering assistance, product design, and manufacturing of
custom and derivative products. These products may require
special production tooling that, in some cases, is paid for by
the customer, shared, or amortized over future orders, depending
upon contractual agreements reached with the customer. In some
cases, the customer supplies the Company with a complete product
design, but more often the design is produced solely by Company
engineers. Current trends in the market indicate a growing
demand for custom and derivative products. There is also an
increased demand for the Company's engineers to be involved in
the early development of the customer's product design.
RESEARCH, DEVELOPMENT AND ENGINEERING
- -------------------------------------
The Company's worldwide engineering efforts are directed
toward the development of new products to meet customer needs,
the improvement of manufacturing processes and the adaptation of
new materials to all products. New products include new
creations as well as the design of derivative products to meet
both the needs of the general market and customer proprietary
custom designs. Engineering development covers new or improved
manufacturing processes, assembly and inspection equipment, and
the adaptation of new plastics and metals to all products. In
recent years, the Company's products have become more
sophisticated and complex in response to developments in
semiconductors and their applications. The Company has the
engineering capability to analyze customer designed, high-speed
applications and to design connectors that reduce electrical
interference that can result from very high processing speeds of
newer and more powerful microprocessors.
The Company's expenditures for research, development and
engineering were approximately $3.5 million in 1999, $4.0 million
in 1998 and $3.4 million in 1997.
Consistent with industry direction, the Company is active in
improving manufacturing processes through automation and also
designs and builds its proprietary assembly equipment. The
Company continues to apply advanced technologies, such as laser
and video devices, to automatically inspect products during the
assembly process. All new assembly machines are direct
microcomputer-controlled, which provides greater flexibility in
the manufacturing process. The Company continues to incorporate
the latest technology in its high-speed precision stamping and
electroplating processes, and has replaced older injection
molding machines and material handling equipment with new
machines and equipment that will improve the productivity of
these operations.
SALES AND DISTRIBUTION
- ----------------------
The Company sells its products in the United States and
international markets. The primary market for Robinson Nugent is
the United States, which <PAGE>
produces approximately two-thirds of the consolidated sales of
the Company. Its principal markets outside the United States are
Europe, including the United Kingdom and Scandinavia, Japan,
Singapore, Malaysia, Hong Kong, and the emerging market of China.
Sales to other Far East countries will continue to provide
business opportunities and are expected to grow moderately.
Sales in China have been initiated and have resulted in the
Company doing business in China through a Hong Kong distributor.
Sales outside the United States accounted for 37 percent of
total sales in 1999, 36 percent in 1998, and 38 percent in 1997.
The Company believes that the growth and development of its
presence in global markets is essential to support its customer
base. This was particularly the case in Asia, where until
recently the market was considered the fastest growing in the
world. It is still currently considered the second largest
market for electronics and connector products. The Company does
not believe that its international business presents any unusual
risks. The recent economic crisis in Asia had a minimal impact
on the Company's operating results in the current year. While
sales in Japan were unfavorably impacted by the strengthening of
the U.S. dollar against the Japanese yen, operating results in
Southeast Asia were not affected significantly. Most of the
Company's sales to customers in Southeast Asia are transacted in
U.S. dollars. These sales were not significantly affected by the
currency crisis. The following table sets forth the percentage
of Company sales by major geographical location for the periods
shown:
YEARS ENDED JUNE 30
-----------------------------
1999 1998 1997
---- ---- ----
United States 63% 64% 62%
Europe 25 25 26
Asia 9 9 10
Other 3 2 2
--- --- ---
100% 100% 100%
=== === ===
During 1999 the Company had sales of approximately $8.4
million to a single customer, which represents 12 percent of
total sales. No sales to a single customer exceeded 10 percent
of total net sales in 1998 or 1997.
Other financial data relating to domestic and foreign
operations are included in Note (17), Business Segment and
Foreign Sales, of Notes to Consolidated Financial Statements and
the Management's Discussion and Analysis of the Results of
Operations and Financial Condition, included herein or
incorporated by reference as a part of this Report.
Principal markets in North America, Europe, and Asia are
served by the Company's direct sales force and a network of
distributors serving the electronics industry. The Company has
U.S. regional offices located in the San Francisco, California
and Chicago, Illinois metropolitan areas. Other Company sales
offices are located in Japan, Singapore, England, Germany,
France, Sweden, and Netherlands. These offices service customers
to whom the Company sells directly, provide coordination between
the plants and customers, and technical training and assistance
to distributors and manufacturers' representatives in their
respective territories. Additional marketing expertise is
provided by the product marketing specialists located in New
<PAGE>
Albany, Indiana; Dallas, North Carolina; Kent, England;
Singapore; and s.Hertogenbosch, Netherlands.
The Company engages independent manufacturers'
representative firms in the United States, Canada and several
European and Far East countries. These firms are granted
exclusive territories and agree not to carry competing products.
These firms are paid on a commission basis on sales made to
original equipment manufacturers and to distributors. All
representative relationships are subject to termination by either
party on short notice.
The Company has an international network of distributors who
are responsible for serving their respective customers from an
inventory of the Company's products. Approximately one-third of
the Company's worldwide sales are made through the distributor
network. No distributor is required to accept only the franchise
of the Company. All distributor agreements are subject to
termination by either party on short notice.
BACKLOG
- -------
The Company's backlog was approximately $13.0 million at
June 30, 1999, compared to $10.2 million at June 30, 1998 and
$14.5 million at June 30, 1997. These amounts represent orders
with firm shipment dates acceptable to the customers. The
Company does not manufacture pursuant to long-term contracts, and
purchase orders are generally cancelable subject to payment by
the customer for charges incurred up to the date of cancellation.
With just-in-time delivery objectives, customers have reduced
order quantities, but are placing orders more frequently and
expecting shorter lead times from point of order to point of
shipment.
COMPETITION
- -----------
There is active competition in all of the Company's standard
product lines. The Company's competitors include both large
corporations having significantly more resources than the Company
and smaller, highly specialized firms. The Company competes on
the basis of customer service, product performance, quality, and
price. Worldwide price erosion continued in a variety of the
Company's product lines, reflecting a migration of some products
to a commodity category, and the leveraging of higher volume
purchases. Management believes that the Company's capabilities
in customer service, new product design and its continued efforts
to reduce cost of products are significant factors in maintaining
the Company's competitive position.
MANUFACTURING
- -------------
The Company's manufacturing operations include plastic
molding, high-speed precision stamping, electroplating and
assembly. The Company designs and builds the majority of its
automated and semi-automated assembly machines. Robinson Nugent
manufactures most of its goods in-house and utilizes
subcontractors and brokered products on a limited basis. The
Company is currently developing a plan to relocate a portion of
its high-labor content connector manufacturing processes from
Dallas, Texas into its facility in Reynosa, Mexico. The Company
is making this move in order to enjoy the use of the high-
quality, low-cost workforce available in its existing facility.
<PAGE>
RAW MATERIALS AND SUPPLIES
- -------------------------
The Company utilizes copper alloys, precious metals, and
plastics in the manufacture of its products. Although some raw
materials are available from only a few suppliers, the Company
believes it has adequate sources of supply for its raw material
and component requirements. Raw material prices did not increase
or decrease materially during fiscal year 1999.
The use of gold, while still significant, has declined
substantially over the past several years. Plating processes
using ROBEXTM, a palladium nickel alloy, and tin have accelerated
in demand from customers of the Company.
HUMAN RESOURCES
- ---------------
As of June 30, 1999, the Company had approximately 722 full-
time employees; 410 in the United States, 190 in Europe and 122
in Asia and Japan.
PATENTS AND TRADEMARKS
- ----------------------
Management believes that success in the electronic connector
industry is dependent upon engineering and production skills and
marketing ability; however, there is a trend in the industry
toward more patent consideration and protection of proprietary
designs and knowledge. The Company has pursued patent
applications frequently. The Company reviews each new product
design for possible patent application. The Company has been
granted several patents over the past several years and is
presently awaiting acceptance on other pending applications. The
Company has obtained registration of its trade and service marks
in the United States and in major foreign markets.
ENVIRONMENT
- -----------
The Company's manufacturing facilities are subject to
several laws and regulations designed to protect the environment.
In the opinion of management, the Company is complying with those
laws and regulations in all material respects and compliance has
not had and is not expected to have a material effect upon its
operations or competitive position.
EXECUTIVE OFFICERS OF THE COMPANY
- ---------------------------------
The current executive officers of the Company are:
SERVED IN PRESENT
NAME AGE POSITIONS HELD CAPACITY SINCE
- -------------------- --- -------------- ----------------
Larry W. Burke 59 President & Chief 1990
Executive Officer
Robert L. Knabel 41 Vice President, January 1997
Treasurer & Chief
Financial Officer
<PAGE>
W. Michael Coutu 48 Vice President of 1992
Information Technology
Raymond T. Wandell 51 Vice President Sales, 1999
North America
Dennis I. Smith 50 Vice President of 1999
Global Marketing
The Bylaws of the Company provide that the officers are to
be elected at each Annual Meeting of the Board of Directors.
Under the Indiana Business Corporation Law, officers may be
removed by the Board of Directors at any time, with or without
cause. Mr. David W. Pheteplace, Vice President and General
Manager, North American Business Division, resigned as of April
1998.
ITEM 2. PROPERTIES
- ------ ----------
The Company owns a 36,000-square-foot building used for its
executive offices, engineering, quality assurance and
administrative operations, and an adjacent 83,000-square-foot
manufacturing facility located on approximately four acres in New
Albany, Indiana. A limited amount of manufacturing operations
are performed there, but most of the connector finished goods
inventory sold in the U.S. is held at the New Albany site. A
major portion of the New Albany manufacturing facility is
utilized by the Company's engineering, research and preproduction
development groups. In addition, the New Albany facility is
instrumental in training plant personnel on new equipment and
manufacturing processes prior to release to the manufacturing
facilities in Dallas, Europe and Malaysia.
The Company owns a 60,000-square-foot manufacturing facility
located on approximately five acres in Dallas, Texas, and a
manufacturing and engineering facility with approximately 14,000
square feet in Hamont-Achel, Belgium. In addition, the Company
currently leases a facility with approximately 50,000 square feet
in Inchinnan, Scotland under a short-term lease arrangement.
Management is currently involved in negotiations to purchase this
facility for approximately 1.2 million pounds sterling
(approximately $1.8 million). Financing for this purchase will
be obtained from a bank in the United Kingdom. Robinson Nugent
also occupies a manufacturing facility with approximately 21,000
square feet under a long-term lease arrangement in Sungai Petani,
Malaysia. This Malaysian facility was originally leased to
establish the Cablelink operation in Asia, and currently both
cable assemblies and connectors are manufactured there.
In March 1999, Robinson Nugent sold its manufacturing facility in
Delemont, Switzerland for approximately $2.0 million in cash.
This facility has been idle ever since the Company's
manufacturing operations were relocated to Scotland.
The Company's primary electronic cable assembly operations
are currently located in a leased manufacturing facility, with
approximately 44,000 square feet, in Reynosa, Mexico. Robinson
Nugent's Cablelink division began cable assembly operations in
Reynosa in September 1998. All operations in Kings Mountain,
North Carolina were discontinued by December 1998. The Company
is currently obligated under a long-term lease on the Kings
Mountain facility <PAGE>
through July 2012. Management intends to sublet this facility to
minimize the financial impact of this obligation.
Robinson Nugent also leases office space for customer service,
sales and administration in the Netherlands; Germany; France;
Sweden; the United Kingdom; Tokyo, Japan; Singapore; Chicago,
Illinois and Freemeont, California.
ITEM 3. LEGAL PROCEEDINGS.
- ------ ------------------
Other than ordinary routine litigation incidental to the
business, there are no pending legal proceedings to which the
Company is a party.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
- ------- ---------------------------------------------------
No matters were submitted to a vote of security holders of
the Company during the fourth quarter of the fiscal year covered
by this report.
PART II
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ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER
- ------- -------------------------------------------------------
MATTERS
-------
The information included under the caption "Price Range and
Dividend Information" of the Company's 1999 Annual Report to
Shareholders (the "1999 Report") is incorporated herein by
reference.
ITEM 6. SELECTED FINANCIAL DATA.
- ------- ----------------------
The information contained in the columns "1995-1999" in the
table under the caption "Five-Year Financial Summary" of the 1999
Report is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND
- ------- -------------------------------------------------------
THE RESULTS OF OPERATIONS.
--------------------------
The information contained under the caption "Management's
Discussion and Analysis of the Results of Operations and
Financial Condition" of the 1999 Report is incorporated herein by
reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
- ------- --------------------------------------------
The information contained in the "Consolidated Financial
Statements of the Company and Notes thereto" and the report of
independent auditors in the 1999 Report is incorporated herein by
reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND
- ------ -------------------------------------------------------
FINANCIAL DISCLOSURE.
--------------------
There have been no disagreements with the Company's
independent auditors on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or
procedure, or any reportable events.
<PAGE>
PART III
-------
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
- -------- ---------------------------------------------------
The information included under the captions "Nominees,"
"Business Experience of Directors," "Family Relationships," and
"Compliance with Section 16(a) of the Securities Exchange Act of
1934" in the Company's definitive 1999 Proxy Statement filed
pursuant to Rule 14a-6 is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION.
- -------- -----------------------
The information included under the captions "Compensation of
Directors," "Compensation Committee Interlocks and Insider
Participation," "Executive Compensation," "Report of the
Compensation and Stock Option Committees," and "Stock Performance
Graph" in the Company's definitive 1999 Proxy Statement filed
pursuant to Rule 14a-6 is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
- -------- -----------------------------------------------------
The information contained under the captions "Beneficial
Ownership of Common Shares" and "Nominees" in the Company's
definitive 1999 Proxy Statement filed pursuant to Rule 14a-6 is
incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
- -------- ----------------------------------------------
The information contained under the caption "Certain
Transactions" in the Company's definitive 1999 Proxy Statement
filed pursuant to Rule 14a-6 is incorporated herein by reference.
PART IV
-------
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K.
- -------- -------------------------------------------------------
(a) DOCUMENTS FILED AS A PART OF THIS REPORT.
----------------------------------------
(1) FINANCIAL STATEMENTS
--------------------
Reports of Independent Auditors
Consolidated Balance Sheets as of June 30, 1999,
1998, and 1997
Consolidated Statements of Operations and
Comprehensive Income for the years ended June 30,
1999, 1998, and 1997
Consolidated Statements of Shareholders' Equity
for the years ended June 30, 1999, 1998, and 1997
Consolidated Statements of Cash Flows for the
years ended June 30, 1999, 1998, and 1997
<PAGE>
Notes to Consolidated Financial Statements
(2) FINANCIAL STATEMENT SCHEDULE
----------------------------
Schedule for the years ended June 30, 1999, 1998, and 1997:
II Valuation and Qualifying Accounts
All other schedules are omitted, as
the required information is inapplicable or the
information is presented in the consolidated
financial statements or related notes.
(3) EXHIBITS
--------
3.1 Articles of Incorporation of Robinson
Nugent, Inc. (Incorporated by reference
to Exhibit 3.1 to Form S-1 Registration
Statement No. 2-62521.)
3.2 Articles of Amendment of Articles of
Incorporation of Robinson Nugent, Inc.
filed September 1, 1978 (Incorporated by
reference to Exhibit B(1) to Form 10-K
Report for year ended June 30, 1980.)
3.3 Articles of Amendment of Articles of
Incorporation of Robinson Nugent, Inc.
filed November 14, 1983 (Incorporated by
reference to Exhibit 3.3 to Form 10-K
Report for year ended June 30, 1984.)
3.4 Amended and Restated Bylaws of Robinson
Nugent, Inc. adopted November 7, 1991.
(Incorporated by reference to Exhibit
19.1 to Form 10-K Report for year ended
June 30, 1992).
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, NA. (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. (Incorporated by
reference to Exhibit 4.3 to Form 10-K
Report for year ended June 30, 1991.)
<PAGE>
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 (Incorporated by reference
to Exhibit 4.5 to Form 10-Q Report for the
period ended December 31, 1998.)
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.)
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 the 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 the 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 Trust Agreement dated July 1, 1999 *
between Robinson Nugent, Inc. and Strong
Retirement Plan Services, related to the
deferred compensation agreement between
Robinson Nugent, Inc. and Larry W. Burke,
President and Chief Executive Officer.
10.7 Summary of the 1993 Robinson Nugent, Inc. *
Employee and Non-employee Director Stock
Option Plan, as amended. (Incorporated by
reference to Exhibit 10.7 to Form 10-K Report
for the fiscal year ending June 30, 1998).
<PAGE>
10.8Summary of Robinson Nugent, Inc. Bonus Plan
for fiscal year ended June 30, 2000.
13.0 1999 Annual Report to Shareholders of
Robinson Nugent, Inc.
16.0 No exhibit.
21.0 The subsidiaries of the registrant are:
JURISDICTION
NAME OF ORGANIZATION
------ ------------
Cablelink, Incorporated Indiana
RNL, Inc. Indiana
Robinson Nugent-Dallas, Inc. Texas
Robinson Nugent Design Services, Inc.Pennsylvania
Robinson Nugent S.a.r.l. France
Robinson Nugent GmbH Germany
Robinson Nugent Ltd. Great Britain
Nihon Robinson Nugent K.K. Japan
Robinson Nugent dba Cablelink Malaysia
(Malaysia) Sdn. Bhd.
Robinson Nugent (Malaysia) Sdn. Bhd. Malaysia
Robinson Nugent S.A. Switzerland
Robinson Nugent (Scotland) Limited Scotland
Robinson Nugent International, Inc. Virgin Islands
Robinson Nugent (Europe) B.V. Netherlands
Robinson Nugent (Belgium) B.V.B.A. Belgium
Robinson Nugent (Asia Pacific) Pte. Ltd. Singapore
Robinson Nugent Nordic, filial-till Sweden
Robinson Nugent (Europe) B.V.
The Netherlands
Robinson Nugent S. de R.L. de C.V. Mexico
<PAGE>
23.1 Consent of Deloitte & Touche LLP
Independent Auditors
23.2 Consent of PricewaterhouseCoopers LLP
Independent Accountants
27.0 Financial Data Schedule.
* Management contracts or compensatory plans
(b) REPORTS ON FORM 8-K
-------------------
No exhibit.
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
ROBINSON NUGENT, INC.
Date: 9/24/99 By: /s/ Larry W. Burke
------- -------------------------------
Larry W. Burke, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on
the dates indicated.
Date: 9/24/99 By: /s/ Samuel C. Robinson
------- -------------------------------
Samuel C. Robinson, Director
Date: 9/24/99 By: /s/ Larry W. Burke
------- -------------------------------
Larry W. Burke, Director,
President and Chief Executive Officer
(Principal Executive Officer)
Date: 9/24/99 By: /s/ Patrick C. Duffy
------- -------------------------------
Patrick C. Duffy, Director
Date: 9/24/99 By: /s/ Richard L. Mattox
------- -------------------------------
Richard L. Mattox, Director
Date: 9/24/99 By: /s/ Jerrol Z. Miles
------- -------------------------------
Jerrol Z. Miles, Director
Date: 9/24/99 By: /s/ James W. Robinson
------- -------------------------------
James W. Robinson, Director
<PAGE>
Date: 9/24/99 By: /s/ Richard W. Strain
------- -------------------------------
Richard W. Strain, Director
Date: 9/24/99 By: /s/ Ben M. Streepey
------- -------------------------------
Ben M. Streepey, Director
Date: 9/24/99 By: /s/ Donald C. Neel
------- -------------------------------
Donald C. Neel, Director
Date: 9/24/99 By: /s/ Robert L. Knabel
------- -------------------------------
Robert L. Knabel, Vice President,
Treasurer and Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
<PAGE>
ROBINSON NUGENT, INC. AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENT SCHEDULES
JUNE 30, 1999, 1998, AND 1997
Financial Statement Schedule for the years ended June 30, 1999,
1998, and 1997 is included herein:
II Valuation and Qualifying Accounts
All other schedules are omitted, as the required information is
inapplicable or the information is presented in the consolidated
financial statements or related notes.
<PAGE>
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
ROBINSON NUGENT, INC. AND SUBSIDIARIES
(IN THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
Col. A Col. B Col. C Col.
D Col. E
Additions
DESCRIPTION BALANCE CHARGED CHARGED DEDUCT- BALANCE
AT TO TO TIONS AT
BEGINNING COSTS & OTHER DESCRIBE END OF
OF PERIOD EXPENSES ACCOUNTS PERIOD
DESCRIBE
<S> <S> <S> <S> <S>
YEAR ENDED JUNE 30, 1999
Deducted from asset accts
Allowance for doubtful
accounts $ 571 $ 33 $ -- $ 23(A) $ 581
Allowance for inventor
obsolescence & valuation 1,243 640 -- 698(B) 1,185
------ ---- ------ ---- ------
Total $1,814 $673 $ -- $721 $1,766
====== ==== ====== ==== ======
YEAR ENDED JUNE 30, 1998
Deducted from asset accts
Allowance for doubtful
accounts $ 564 $ 72 $ -- $ 65(A) $ 571
Allowance for inventory
obsolescence & valuation 1,565 1,212 -- 1,534(B) 1,243
------ ------ ------ ------ ------
Total $2,129 $1,284 $ -- $1,599 $1,814
====== ====== ====== ====== ======
YEAR ENDED JUNE 30, 1997
Deducted from asset accts
Allowance for doubtful
accounts $ 739 $ 32 $ -- $ 207(A) $ 564
Allowance for inventory
obsolescence & valuation 1,613 1,062 -- 1,110(B) 1,565
------ ------ ------ ------ ------
Total $2,352 $1,094 $ -- $1,317 $2,129
====== ====== ====== ====== ======
</TABLE>
See footnotes on following page.
<PAGE>
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (cont'd.)
ROBINSON NUGENT, INC. AND SUBSIDIARIES
(IN THOUSANDS OF DOLLARS)
<TABLE>
<C> 1999 1998 1997
------ ------ ------
<S> <S> <S>
(A) Summary of activity in Column D follows:
Reduction of requirements in allowance
for doubtful accounts $ -0- $ -0- $ 83
Uncollectible accounts written off,
net of recoveries 23 52 98
Currency Translation - (gains)/losses -0- 13 26
------ ------ ------
$ 23 $ 65 $ 207
====== ====== ======
(B) Summary of activity in Column D follows:
Discontinued and obsolete inventory
written off, net of recoveries $ 697 $1,919 $ 655
Currency translation - (gains)/losses 1 (385) 455
------ ------ ------
$ 698 $1,534 $1,110
====== ====== ======
</TABLE>
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Shareholders of Robinson Nugent, Inc.
New Albany, Indiana
We have audited the consolidated financial statements of Robinson
Nugent, Inc. and subsidiaries as of June 30, 1999 and 1998, and
for each of the two years in the period ended June 30, 1999, and
have issued our report thereon dated August 3,1999; such
consolidated financial statements and report are included in your
1999 Annual Report to Stockholders and are incorporated herein by
reference. Our audits also included the consolidated financial
statement schedules of the Company, listed in Item 14. These
consolidated financial statement schedules are the responsibility
of the Company's management. Our responsibility is to express an
opinion based on our audits. In our opinion, such consolidated
financial statement schedules, when considered in relation to the
basic consolidated financial statements taken as a whole, present
fairly in all material respects the information set forth
therein.
DELOITTE & TOUCHE LLP
Louisville, Kentucky
August 3, 1999
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
---------------------------------
To the Board of Directors and Shareholders of Robinson Nugent,
Inc.
We have audited the accompanying consolidated balance sheet of
Robinson Nugent, Inc. and Subsidiaries as of June 30, 1997, and
the related consolidated statements of operations and
comprehensive income, shareholders' equity and cash flows and the
financial statement schedule for the year then ended as listed in
Item 14 of Form 10-K for the year ended June 30, 1997. These
consolidated financial statements and financial statement
schedule are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated
financial statements and the financial statement schedule based
on our audit.
We conducted our audit 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 audit provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to
above present fairly, in all material respect, the financial
position of Robinson Nugent, Inc. and Subsidiaries as of June 30,
1997 and the results of their operation and their cash flows for
the year then ended in conformity with generally accepted
accounting principles. In addition, in our opinion, the
financial statement schedule referred to above, when considered
in relation to the basic financial statements taken as a whole,
presents fairly, in all material respects, the information
required to be included therein for the year ended June 30, 1997.
/s/ Coopers & Lybrand L.L.P.
Louisville, Kentucky
August 5, 1997
<PAGE>
ROBINSON NUGENT, INC.
FORM 10-K FOR FISCAL YEAR
ENDED JUNE 30, 1999
INDEX TO EXHIBITS
------------------
NUMBER SEQUENTIAL
ASSIGNED IN NUMBERING SYSTEM
REGULATION S-K PAGE NUMBER
ITEM 601 DESCRIPTION OF EXHIBIT OF EXHIBIT
- -------------- ---------------------- ---------------
(3) 3.1 Articles of Incorporation of Robinson
Nugent, Inc. (Incorporated by reference
to Exhibit 3.1 to Form S-1 Registration
Statement No. 2-62521.)
3.2 Articles of Amendment of Articles of
Incorporation of Robinson Nugent, Inc.
filed September 1, 1978 (Incorporated by
reference to Exhibit B(1) to Form 10-K
Report for year ended June 30, 1980.)
3.3 Articles of Amendment of Articles of
Incorporation of Robinson Nugent, Inc.
filed November 14, 1983 (Incorporated by
reference to Exhibit 3.3 to Form 10-K
Report for year ended June 30, 1984.)
3.4 Amended and Restated Bylaws of Robinson
Nugent, Inc. adopted November 7, 1991.
(Incorporated by reference to Exhibit
19.1 to Form 10-K Report for year ended
June 30, 1992).
(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, NA. (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. (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
<PAGE>
June 11, 1992. (Incorporated by reference
to Exhibit 4.4 to Form 8-K Current Report
dated July 6, 1992.)
4.6 Amendment No. 3 to Rights Agreement dated
February 11, 1998 (Incorporated by reference
to Exhibit 4.5 to Form 10-Q Report for the
period ended December 31, 1998.)
(9) No exhibit.
(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.)
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 the 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 the 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 Trust Agreement dated July 1, 1999 *
between Robinson Nugent, Inc. and Strong
Retirement Plan Services, related to the
deferred compensation agreement between
Robinson Nugent, Inc. and Larry W. Burke,
President and Chief Executive Officer.
10.7 Summary of the 1993 Robinson Nugent, Inc. *
Employee and Non-employee Director Stock
Option Plan, as amended. (Incorporated by
reference to Exhibit 10.7 to Form 10-K Report
for the fiscal year ending June 30, 1998).
<PAGE>
10.8Summary of Robinson Nugent, Inc. Bonus Plan
for fiscal year ended June 30, 2000.
(11) No exhibit.
(12) No exhibit.
(13) 13.0 1999 Annual Report to Shareholders of
Robinson Nugent, Inc.
(16) No exhibit.
(18) No exhibit.
(21) 21.0 The subsidiaries of the registrant are:
JURISDICTION
NAME OF ORGANIZATION
------- ----------------
Cablelink, Incorporated Indiana
RNL, Inc. Indiana
Robinson Nugent-Dallas, Inc. Texas
Robinson Nugent Design Services, Inc.Pennsylvania
Robinson Nugent S.a.r.l. France
Robinson Nugent GmbH Germany
Robinson Nugent Ltd. Great Britain
Nihon Robinson Nugent K.K. Japan
Robinson Nugent dba Cablelink Malaysia
(Malaysia) Sdn. Bhd.
Robinson Nugent (Malaysia) Sdn. Bhd. Malaysia
Robinson Nugent S.A. Switzerland
Robinson Nugent (Scotland) Limited Scotland
Robinson Nugent International, Inc. Virgin Islands
Robinson Nugent (Europe) B.V. Netherlands
Robinson Nugent (Belgium) B.V.B.A. Belgium
Robinson Nugent (Asia Pacific) Pte. Ltd. Singapore
Robinson Nugent Nordic, filial-till Sweden
Robinson Nugent (Europe) B.V.
<PAGE>
The Netherlands
Robinson Nugent S. de R.L. de C.V. Mexico
(22) No exhibit.
(23) 23.1 Consent of Deloitte & Touche LLP
Independent Auditors
23.2 Consent of PricewaterhouseCoopers LLP
Independent Accountants
(24) No exhibit.
(27) 27.0 Financial Data Schedule.
(28) No exhibit.
* Management contracts or compensatory plans
<PAGE>
Exhibit 10.6 ROBINSON NUGENT, INC.
EXECUTIVE DEFERRED COMPENSATION PLAN
TRUST AGREEMENT
DEFERRED COMPENSATION
This Agreement made this 1st day of July,
1999, by and between, ROBINSON NUGENT, INC.
(Company) and UMB BANK, N.A. (Trustee).
WHEREAS, Company has adopted the Non-Qualified
Deferred Compensation Plan identified above
(hereinafter the "Plan"). WHEREAS, Company has
incurred or expects to incur liability under
the terms of such Plan with respect to the
individuals participating in such Plan.
WHEREAS, Company wishes to establish a trust
(hereinafter called "Trust") and to contribute
to the Trust assets that shall be held
therein, subject to the claims of Company's
creditors in the event of the Company's
Insolvency, as herein defined, until paid to
Plan participant and their beneficiaries in
such manner and at such times as specified in
the Plan.
WHEREAS, it is the intention of the parties
that this Trust shall constitute an unfunded
arrangement and shall not affect the status of
the Plan as an unfunded plan maintained for
the purpose of providing deferred compensation
for a select group of management or highly
compensated employees for purpose of Title I
of the Employee Retirement Income Security Act
of 1974.
WHEREAS, it is the intention of Company to
make contributions to the Trust to provide
itself with a source of funds to assist it in
the meeting of its liabilities under the Plan.
NOW, THEREFORE, the parties do hereby
establish the Trust and agree that the Trust
shall be comprised, held and disposed of as
follows:
SECTION 1. ESTABLISHMENT OF TRUST.
(a) Company hereby deposits with Trustee in
trust such case
and/or marketable securities, if any, listed
in Appendix A, which shall become the
principal of the Trust to be held,
administered and disposed of by Trustee as
provided in this Trust Agreement.
(b) The Trust hereby established shall be
irrevocable.
(c) The Trust is intended to be a grantor
trust, of which Company is the grantor,
within the meaning of subpart E, part I,
subchapter 1, chapter 1, subtitle A of
the Internal Revenue Code of 1986, as
amended, and shall be construed
accordingly.
(d) The principal of the Trust, and any
earnings thereon, shall be held separate
and apart from other funds of Company and
shall be used exclusively for the uses
and purposes of Plan participants and
general creditors as herein set forth.
Plan participants and their beneficiaries
shall have no preferred claim on, or any
beneficial ownership interest in, any
assets of the Trust. Any rights created
under the Plan and this Trust Agreement
shall be mere unsecured contractual
rights of Plan participants and their
beneficiaries against Company. Any
assets held by the Trust will be subject
to the claims of Company's general
creditors under federal and state law in
the
event of Insolvency, as defined in
Section
3(a) herein.
(e) Company, in its sole discretion, may at
any time, or from time to time, make
additional deposits of cash or other
property in trust with Trustee to augment
the principal to be held, administered
and disposed of by Trustee as provided in
this Trust Agreement. Neither Trustee nor
any Plan participant or beneficiary shall
have any right to compel such additional
deposits.
(f) Trustee shall have no duty or authority
to (i) require
any deposits to be made under the Plan or
to Trustee; (ii) compute any amount to be
deposited under the Plan to Trustee; or
(iii) determine whether amounts received
by Trustee comply with the Plan. Assets
of the Trust may be held, in Trustee's
discretion, in an account with an
affiliate of Trustee.
SECTION 2. PAYMENTS TO PLAN
PARTICIPANTS AND THEIR BENEFICIARIES.
(A) Company shall deliver to Trustee a
schedule (the "Payment Schedule") that
indicates the amounts payable in respect
of each participant (and his or her
beneficiaries), that provides a formula
or other instructions acceptable to
Trustee for determining the amounts so
payable, the form in which such amount is
to be paid (as provided for or available
under the Plan), and the time of
commencement for payment of such amounts.
Except as otherwise provided herein,
Trustee shall make payments to the Plan
participants and their beneficiaries in
accordance with such Payment Schedule.
The Trustee shall make provisions for the
reporting and withholding of any federal,
state or local taxes that may be required
to be withheld with respect to the
payment of benefits pursuant to the terms
of the Plan and shall pay amounts
withheld to the appropriate taxing
authorities or determine that such
amounts have been reported, withheld and
paid by Company.
(b) The entitlement of a Plan participant or
his or her beneficiaries to benefits
under the Plan shall be determined by
Company or such party as it shall
designate under the Plan, and any claim
for such benefits shall be considered and
reviewed under the procedures set out in
the Plan.
(c) Company may make payment of benefits
directly to Plan participants or their
beneficiaries as they become due under
the terms of the Plan, Company shall
notify Trustee of its decision to make
payment of benefits directly prior to the
time amounts are payable to participants
or their beneficiaries. In addition, if
the principal of the Trust, and any
earnings thereon, are not sufficient to
make payments of benefits in accordance
with the terms of the Plan, Company shall
make the balance of each such payment as
it falls due. Trustee shall notify
Company where principal and earnings are
not sufficient.
(d) Trustee shall have no responsibility to
determine whether the Trust is sufficient
to meet the liabilities under the Plan,
and shall not be liable for payments or
Plan liabilities in excess of the value
of the Trust's assets.
(e) Trustee shall rely on instructions from
Company as to payments, both as to
entitlement and amounts, and as to any
required tax withholding. /trustee shall
be fully protected in its reliance upon
all such instructions.
SECTION 3. TRUSTEE RESPONSIBILITY REGARDING
PAYMENTS TO TRUST
BENEFICIARY WHEN COMPANY IS INSOLVENT
(A) Trustee shall cease payment of benefits
to Plan participants and their beneficiaries
if the Company is
"Insolvent". Company shall be considered
"Insolvent" for purposes of this Trust
Agreement if (i) Company is unable to pay
its debts as they become due, or (ii)
Company is subject to a pending
proceeding as a debtor under the United
States Bankruptcy Code.
(b) At all times during the continuance of
this Trust, as provided in Section 1(d)
hereof, the principal and income of the
Trust shall be subject to claims of
general creditors of Company under
federal and state law as set forth below:
(1) The Board of Directors and the Chief
Executive
Officer
of Company (or, if there is no Chief Executive
Officer, the highest ranking officer) shall
have the duty to inform Trustee in writing of
Company's Insolvency. If a person claiming to
be a creditor of Company alleges in writing to
Trustee that Company has become Insolvent,
Trustee shall determine whether Company is
Insolvent and, pending such determination,
Trustee shall discontinue payment of benefits
to Plan participants or their beneficiaries.
(2) Unless Trustee has actual knowledge
of Company's Insolvency, or has
received notice form Company or a
person claiming to be a creditor
alleging that Company is Insolvent,
Trustee shall have no duty to
inquire whether Company is
Insolvent. Trustee may in all events
rely on such evidence concerning
Company's solvency as may be
furnished to Trustee and that
provides Trustee with a reasonable
basis for making a determination
concerning Company's solvency.
(3) If at any time Trustee has determined
that
Company is Insolvent, Trustee shall
discontinue payments to Plan
participants or their beneficiaries
and shall hold the assets of the
Trust for the benefit of Company's
general creditors. Nothing in this
Trust Agreement shall in any way
diminish any rights of Plan
participants or their beneficiaries
to pursue their rights as general
creditors of Company with respect to
benefits due under the Plan or
otherwise.
(4) Trustee shall resume the payment of
benefits to
Plan participants or their
beneficiaries in accordance with
Section 2 of this Trust Agreement
only after Trustee has determined
that Company is not Insolvent (or is
no longer Insolvent).
(c) Provided that there are sufficient
assets, if Trustee discontinues the
payment of benefits from flit Trust
pursuant to Section 3(b) hereof and
subsequently resumes such payments, the
first payment
following such discontinuance shall
include the aggregate amount of all
payments due to Plan participants or
their beneficiaries
under the terms of the Plan for the
period of
such discontinuance, less the
aggregate amount of any payments
made to Plan participants of their
beneficiaries by Company in lieu of
the payments provided for hereunder
during any such period of
discontinuance; provided that
Company has given Trustee the
Information with respect to such
payments made during the period of
discontinuance prior to resumption
of payments by Trustee.
SECTION 4. PAYMENTS TO
Except as provided in Section 3 hereof,
since the Trust is irrevocable in
accordance with Section 1(h) hereof,
Company
shall have no right or power to direct
trustee to return to Company or to divert
to others any of the trust assets before
alt payment of benefits have been made to
Plan participants and their beneficiaries
pursuant to the terms of the Plan.
SECTION 5. INVESTMENT AUTHORITY
(a) Company shall direct the investment
of the assets in the Trust. Company
may establish diversification and
performance guidelines for the investment
of assets held in the Trust and shall
communicate these guidelines to Trustee.
In establishing these guidelines, Company
may take into consideration the
hypothetical investment alternatives that
Plan participants and beneficiaries have
selected for the purposes of determining
the amount of their benefits under the
Plan. In the administration of the
Trust, subject to any limitations stated
elsewhere in this Trust Agreement and the
diversification and performance
guidelines established by the Company,
Trustee shall have exclusive power in the
management and control of the assets in
the Trust, including the power to take
any action set forth below, provided that
the Trustee shall be subject to the
Company's direction with respect to the
investment of the assets.
(b) Trustee may invest in securities
(including stock or
rights to acquire stock) or
obligations issued by Company. An
rights associated with assets of the
Trust shall be exercised by Trustee
or the
person designated by Trustee, and
shall in no event be exercisable by
or rest with Plan participants,
except that voting rights with
respect to Trust assets will be
exercised by Company.
(c) Company shall have the right at any
time, and from time
to time in its sole discretion, to
substitute
assets of
equal fair market value for any asset
held by
the
Trust. This right is exercisable by
Company
in a
nonfiduciary capacity
without the approval or
consent of any person in a
fiduciary capacity.
(d) Trustee, or Trustee's
designee, is authorized
and empowered:
(1) To invest and reinvest Trust
assets, together with the income
therefrom, in common stock,
preferred stock, convertible
preferred stock, bonds, debentures,
convertible debentures and bonds,
mortgages, notes, commercial paper
and other evidences of indebtedness
(including those issued by
Trustee), shares of mutual funds,
guaranteed investment contracts,
bank investment contracts, other
securities, policies of life
insurance, annuity contracts,
options,
options to buy or sell securities
or other assets, and all other
property of any type (personal,
real or mixed, and tangible or
intangible);
(2) To depositor invest all or any part of
the assets of the Trust in savings
accounts or certificates of deposit
or other deposits in a bank or
savings and loan association or
other depository institution,
including Trustee or any of its
affiliates, provided with respect
to such deposits with Trustee or an
affiliate the deposits bear a
reasonable interest rate;
(3) To hold, manage, improve, repair and
control
all
property, real or personal, forming
part of the Trust; to sell, convey,
transfer, exchange, partition,
lease for any term, even extending
beyond the duration of this Trust,
and otherwise dispose of the same
from time to time;
(4) To hold in cash, without liability for
interest, such portion of the Trust
as is pending investment, or payment
of expenses, or the distribution of
benefits;
(5) To take such actions as may be necessary
or desirable to protect the Trust
from loss due to the default on
bonds and mortgages held in the
Trust including the appointment of
agents or trustees in such other
jurisdictions as may seem desirable,
to transfer property to such agents
or trustees, to grant to such agents
such powers as are necessary or
desirable to protect the Trust, to
direct such agent or trustee, or to
delegate such power to direct, and
to remove such agent or trustee;
(6) To settle, compromise or abandon all
claims and
demands
in favor of or against the Trust;
(7) To exercise all of the further
rights, powers,
options
and privileges granted, provided
for, or vested in Trustees generally
under the laws of the state in which
Trustee is incorporated as set forth
above, so that the powers conferred
upon Trustee herein shall not be in
limitation of any authority
conferred by law, but shall be in
addition thereto;
(8) To borrow money from any source and
to execute promissory notes,
mortgages or other obligations and
to pledge or mortgage any trust
assets as security; and
(9) To maintain accounts at and execute
transactions through any brokerage
or other firm,
including any firm which is an
affiliate of Trustee.
SECTION 6. ADDITIONAL POWERS OF TRUSTEE
To the extent necessary or which it deems
appropriate to implement its powers under
Section 5 or otherwise to fulfill
any of its duties and responsibilities as
Trustee of the Trust, Trustee shall have the
following additional powers and authority:
(a) To register securities, or any other
property, in its name or in the name
of any nominee, or to hold
securities in bearer form, provided
the books and records of Trustee
shall indicate at all times the true
ownership of such property, and to
deposit any securities or other
property in a depository or clearing
corporation;
(b) To designate and engage the services
of, and to delegate powers and
responsibilities to, such agents,
representatives, advisers, counsel
and accountants as Trustee considers
necessary or appropriate, any of
whom may be an affiliate of Trustee
or a person who renders services to
such an affiliate, and, as a pan of
its expenses under
this Trust Agreement, to pay their
reasonable expenses and
compensation;
(c) To make, execute and deliver, as Trustee,
any and all deeds, leases,
mortgages, conveyances, waivers,
releases or other instruments in
writing necessary or appropriate for
the accomplishment of any of the
powers listed in this Trust
Agreement; and
(d) Generally, to do all other acts which
Trustee deems necessary or
appropriate for the protection of
the Trust.
SECTION 7. DISPOSITION OF INCOME.
During the interim of this Trust, all income
received by the
Trust, net of expenses and taxes, shall be
accumulated and reinvested.
SECTION 8. ACCOUNTING BY TRUSTEE
(A) Trustee shall keep accurate and
detailed records of all investments,
receipts, disbursements, and all
other transactions required to be
made, including such specific
records as shall be agreed upon in
writing between Company ad Trustee,
within 60 days following the close
of each calendar year and within 30
days after removal or resignation of
Trustee, shall deliver to Company a
written account of its
administration of the Trust during
such year or during the period from
the close of the last preceding year
to the date of such removal or
resignation, setting forth all
investments, receipts, disbursements
and other transactions effected by
it, including a description of all
securities and investments purchased
and sold with the cost or net
proceeds of such purchases or sales
(accrued interest paid or receivable
being shown separately), and showing
all cash, securities and other
property held in the Trust at the
end of such year or as of the date
of such removal or resignation, as
the case may be.
SECTION 9. RESPONSIBILITY AND INDEMNITY
OF TRUSTEE.
(a) Trustee shall act with the care,
skill, prudence and diligence under
the circumstances then prevailing
that a prudent person acting in like
capacity and familiar with such
matters would use in the conduct of
an enterprise of a like character
and with like aims, provided,
however, that Trustee shall incur no
liability to any person for any
action taken pursuant to a
direction, request or approval given
by Company which is contemplated by,
and in conformity with, the terms of
the Plan or this "frost and is given
in writing by Company. Trustee
shall also incur no liability to any
person for any failure to act in the
absence of direction, request or
approval from Company which is
contemplated by, and in conformity
with, the terms of this Trust. In
the event of a dispute between
Company and a party, Trustee may
apply to a court of competent
jurisdiction to resolve the dispute.
(b) Company agrees to indemnify and save
harmless the
Trustee against any and all claims,
losses, damages, expenses and
liabilities the Trustee may incur in
the exercise and performance of the
Trustee's powers and duties
hereunder, unless the same are
determined to be due to gross
negligence or willful misconduct,
(c) Trustee may consult with legal
counsel (who may also be counsel for
Company generally) with respect to
any of its duties or obligations
hereunder.
(d) Trustee may hire agents,
accountants, actuaries, investment
advisers, financial consultants or
other professionals to assist it in
performing any of its duties or
obligations hereunder.
(e) Trustee shall have, without
exclusion, all powers conferred on
Trustees by applicable law, unless
expressly provided otherwise herein,
provided, however, that if an
insurance policy is held as an asset
of the Trust, Trustee shall have no
power to name a beneficiary of the
policy
other than the Trust, to assign the
policy (as distinct from conversation of
the policy to a different form) other
than to a successor Trustee, or to loan
to any person the proceeds of any
borrowing against such policy.
(f) However, notwithstanding the
provisions of Section 9(e) above,
Trustee may loan to Company the
proceeds of any borrowing against an
insurance policy held as an asset of
the Trust.
(g) Notwithstanding any powers granted
to Trustee pursuant
to this Trust Agreement or to
applicable law, Trustee shall not
have any power that could give this
Trust the objective of carrying on a
business and dividing the gains
therefrom, within the meaning of
section 301.7701-2 of the Procedure
and Administrative Regulations
promulgated pursuant to the Internal
Revenue Code.
SECTION 10. COMPENSATION AND EXPENSES OF
TRUSTEE.
Company shall pay all administrative and
Trustee's fees and expenses. If not so
paid, the fees and expenses shall be
paid from the Trust.
SECTION 11. REGISTRATION AND REMOVAL OF
TRUSTEE.
(a) Trustee may resign at any time by
written notice to
Company, which shall be effective 30
days after receipt of such notice
unless Company and Trustee agree
otherwise.
(b) Trustee may be removed by Company on
30 days notice or
upon shorter notice accepted by Trustee.
(c) Upon resignation or removal of
Trustee and appointment
of a successor Trustee, all assets
shall subsequently be transferred to
the successor Trustee. The transfer
shall be completed within 60 days
after receipt of notice of
resignation, removal or transfer,
unless Company extends the time
limit.
(d) If Trustee resigns or is removed, a
successor shall be appointed, in
accordance with Section 12 hereof,
by the effective date of resignation
or removal under paragraph(s) (a) or
(b) of this section. If no such
appointment has been made, Trustee
may apply to a court of competent
jurisdiction for appointment of a
successor or for instructions. All
expenses of Trustee in connection
with the proceeding shall be allowed
as administrative expenses of the
Trust.
(e) Upon settlement of the account and
transfer of the
Trust assets to the successor
Trustee, all rights and privileges
under this Trust Agreement shall
vest in the successor Trustee and
all responsibility and liability of
Trustee with respect to the Trust
and assets thereof shall terminate
subject only to the requirement that
Trustee execute all necessary
documents to transfer the Trust
assets to the successor Trustee.
SECTION 12. APPOINTMENT OF SUCCESSOR
(a) If Trustee resigns or is removed in
accordance with
Section 11(a) or (b) hereof, Company
may appoint any third party, such as
a bank trust department or other
party that may be granted corporate
trustee powers under state law, as
a successor to replace Trustee upon
resignation or removal. The
appointment shall be effective when
accepted in writing by the new
Trustee, who shall have all of the
rights and powers of the former
Trustee, including ownership rights
in the Trust assets. The former
Trustee shall execute any instrument
necessary or reasonably requested by
Company or the successor Trustee to
evidence the transfer.
(b) The successor Trustee need not
examine the records and
acts of any prior Trustee and may
retain or dispose of existing Trust
assets, subject to Sections 8 and 9
hereof. The successor Trustee shall
not be responsible for and Company
shall indemnify and defend the
successor Trustee from any claim or
liability resulting from any action
or inaction of any prior Trustee or
from any other past event, or any
condition existing at the time it
becomes successor Trustee.
SECTION 13. AMENDMENT OR TERMINATION
(a) The Trust Agreement may be Amended
by a written instrument executed by
Trustee and Company. Notwithstanding
the foregoing, no such amendment
shall conflict with the terms of the
Plan or shall make the Trust
revocable after it has become
irrevocable in accordance with
Section
1(b) hereof.
(b) The Trust shall not terminate until
the date on which
Plan participants and their
beneficiaries are no longer entitled
to benefits pursuant to the terms of
the Plan.
Upon termination of the Trust, any
assets remaining in the Trust shall
be returned to Company.
(c) Upon written approval of
participants or beneficiaries
entitled to payment of benefits
pursuant to the terms of the Plan,
Company may terminate this Trust
prior to the time all benefit
payments under the Plan have been
made. All assets in the Trust at
termination shall be returned to
Company.
SECTION 14. MISCELLANEOUS
(a) Any provision of this Trust
Agreement prohibited by law shall be
ineffective to the extent of any
such prohibition,
without invalidating the remaining
provisions hereof. (b) Benefits payable
to Plan participants and their
beneficiaries under this Trust
Agreement may not be anticipated,
assigned (either at law or in
equity), alienated, pledged,
encumbered or subjected to
attachment, garnishment, levy,
execution or other legal or
equitable process.
(c) This Trust Agreement shall be
governed by and construed
in accordance with the laws of the
state in which Trustee is
incorporated as set forth above.
(d) The provisions of Sections 2(d),
3(b)(3) and 9(b) of
this Agreement shall survive
termination of this Agreement.
(e) The rights, duties,
responsibilities, obligations and
liabilities of Trustee are as set
forth in this Trust Agreement and no
provision of the Plan or any other
documents shall affect such rights,
responsibilities, obligations and
liabilities. If there is a conflict
between provisions of the Plan and
this Trust Agreement with respect to
any subject involving Trustee,
including but not limited to the
responsibility, authority or powers
of Trustee, the provisions of this
Trust Agreement shall be
controlling.
SECTION 15. EFFECTIVE DATE.
The effective date of this Trust
Agreement shall be July 1,
1999.
IN WITNESS WHEREOF, the parties have
hereunto caused this
Trust Agreement to be duly executed.
Company: ROBINSON NUGENT, INC.
------------------------
- ---------------
By: /s/ Michael W. Schreiweis
- --------------------------------------
Name/Title: Director of Human
Resources
- --------------------------------------
Trustee: UMB BANK, N/A.
-------------------------
By: /s/ William O'Connor
- -------------------------------------
(Signature)
Exhibit 10.8
ROBINSON NUGENT, INC.
SUMMARY OF ROBINSON NUGENT, INC.
BONUS PLAN FOR FISCAL YEAR ENDING JUNE 30, 2000
The Board of Directors has adopted a
bonus plan for executive officers and
key employees for fiscal year 2000.
Under the
bonus plan for executive
officers and key employees for
fiscal 2000, if consolidated pretax
income exceeds 90% of the amount
specified in the 2000 financial
plan, an amount equal to 10% of that
excess (up to the plan amount),
will be available for the payment of
bonuses; and if pretax income is
greater than the plan amount, an
amount equal to 20% of that excess
will be added to the bonus pool. The
bonus amount payable to each of the
executive officers and key
employees will be determined by the
President and Chief Executive
Officer of the Company.
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the
Registration Statement of Robinson Nugent, Inc. on Form S-8
(File No. 33-3822) of our reports dated August 3, 1999,
appearing in, and incorporated by reference in, this Annual
Report on Form 10-K of Robinson Nugent, Inc. for the year
ended June 30, 1999.
DELOITTE & TOUCHE LLP
Louisville, Kentucky
September 24, 1999
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
registration statement on Form S-8 (No. 33-3822) of Robinson
Nugent, Inc. (the Company) of our report dated August 5,
1997, relating to the consolidated financial statements and
financial statement schedule of the Company as of and for
the year ended June 30, 1997, which appears in this Annual
Report on Form 10-K.
/s/ PricewaterhouseCoopers LLP
Louisville, Kentucky
September 24, 1999
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
ROBINSON
NUGENT, INC. 10-K FOR THE PERIOD ENDING JUNE 30, 1999 AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUN-30-1999
<PERIOD-START> JUL-01-1998
<PERIOD-END> JUN-30-1999
<CASH> 845
<SECURITIES> 0
<RECEIVABLES> 13,740
<ALLOWANCES> 581
<INVENTORY> 10,632
<CURRENT-ASSETS> 27,949
<PP&E> 61,579
<DEPRECIATION> 43,040
<TOTAL-ASSETS> 46,626
<CURRENT-LIABILITIES> 13,259
<BONDS> 0
<COMMON> 20,950
0
0
<OTHER-SE> 2,500
<TOTAL-LIABILITY-AND-EQUITY> 46,626
<SALES> 69,992
<TOTAL-REVENUES> 69,992
<CGS> 53,654
<TOTAL-COSTS> 53,654
<OTHER-EXPENSES> 15,459
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 756
<INCOME-PRETAX> 88
<INCOME-TAX> (302)
<INCOME-CONTINUING> 390
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 390
<EPS-BASIC> .08
<EPS-DILUTED> .08
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