UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K/A-1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 2000
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 non-affiliates of
the registrant, based on the closing price of the Common Shares of $13.75, as of
August 8, 2000, was approximately $28,956,000.
As of August 8, 2000, the registrant had outstanding 5,112,799 Common
Shares, without par value.
<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE:
Parts of Form 10-K Into Which
Identity of Document Document Is Incorporated
-------------------- ------------------------
No documents incorporated by reference
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
Amendment to this Form 10-K. [ ]
2
<PAGE>
PART III
Item 11. Executive Compensation.
Compensation of Directors
In 1999, members of the Board of Directors who were not employees of
the Company received annual remuneration in the amount of $8,000 per year, plus
an additional $1,200 for each meeting of the Board of Directors attended.
Patrick C. Duffy received, for his services as Chairman of the Board of
Directors, $2,000 per quarter and $1,700 per meeting. In 1999 Director
compensation for annual remuneration and meeting fees was changed from the
payment in cash, to a grant of the Company's Common Shares. The number of shares
granted during 2000 was established by dividing the quarterly compensation
amount by the closing market price of the Company's Common Shares as of November
4, 1999. Board members receive reimbursement of expenses in cash. In 2001, the
value of the annual remuneration will increase to $10,000 per year, plus and
additional $1,200 for each meeting of the Board of Directors attended. Mr. Duffy
will receive $1,700 per meeting. This remuneration will continue to be paid in
Common Shares. The number of shares granted will be calculated utilizing the
closing market price of the Company's Common Shares as of July 28, 2000. Members
of the Board of Directors who are employees of the Company receive no separate
remuneration for their service as directors.
Audit and Compensation Committee members receive a minimum of $400 per
meeting attended plus $200 per hour for attendance beyond two hours. Directors
serving on the Ad-hoc committees, established at the April 1998 board meeting,
receive $200 per hour for attendance during meetings of these committees with a
minimum of $600 per meeting, and an additional $150 per hour for attendance
beyond three hours, plus reimbursement of expenses. The Chairpersons of the
Audit and Compensation Committees receive $500 for their services in such
capacities.
Mr. Duffy receives $1,200 per day, plus reimbursement of expenses, for
days spent working on Robinson Nugent business.
On July 28, 2000, the Board of Directors approved and awarded $10,000
performance bonuses for all non-employee directors. Mr. Duffy was awarded an
additional $40,000 for his contributions to The Company's performance and
profitability. Mr. Neel was awarded and additional $10,000 for his work in the
Information Technology area of the Company.
Under the provisions of the 1993 Employee and Non-Employee Director
Stock Option Plan approved by the shareholders in November, 1993, Non-Employee
directors were granted non-qualified stock options (NQSOs) annually to purchase
4,000 Common Shares of the Company at the then current market price. Such
options were granted to non-employee directors on September 13, 1993, September
13, 1994, September 13, 1995, September 13, 1996, September 13, 1997, September
13, 1998 and September 13, 1999, at an exercise price of $8.75, $6.00, $8.625,
$4.75, $7.375, $4.25 and $4.75 per Common Share, respectively.
3
<PAGE>
The 1993 Employee and Non-Employee Director Stock Option Plan was
amended by the Board of Directors on July 28, 2000 to make certain changes to
the provisions related to NQSOS and to increase the non-discretionary grants to
non-employee directors. Under the Plan, as amended, on July 28, 2000, all
non-employee members of the Board of Directors received stock option grants for
6,000. The chairmen of the Audit Committee and the Compensation and Stock Option
Committee received additional stock option grants for 1,000. The chairman of the
Board of Directors received additional stock option grants for 4,000. Such
options were granted under the Plan, as amended, on July 28, 2000. These stock
option grants have an exercise price of $14.00 (closing price as of July 28,
2000) per common share. All of these options are exercisable as to one-half the
shares after the first anniversary of the date of grant and as to all the shares
after the second anniversary of the date of grant and expire ten years after
date of grant.
Compensation Committee Interlocks and Insider Participation
During fiscal year 2000, none of the members of the Compensation
Committee served nor have they previously served as officers of the Company or
any subsidiary, and none of the Company's executive officers serve as directors
of, or in any compensation-related capacity for, companies with which members of
the Compensation Committee are affiliated.
Executive Compensation
General
The following Summary Compensation Table sets forth certain information
with respect to the aggregate compensation paid during each of the last three
years to the Company's President and Chief Executive Officer and each of the
other top four executive officers of the Company whose salary and bonus exceeded
$100,000 during fiscal 2000.
<TABLE>
<CAPTION>
Summary Compensation Table
Long-Term
Annual Compensation Compensation
------------------- ------------
Restricted
Other Annual Stock Options/ All Other
Salary Bonus Compensation Award(s) SAR's Compensation
Year ($) ($) ($)(1) ($) # of shares(2) ($) (3)
---- ------ ----- -------- ---------- ------------ ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Larry W. Burke, 2000 233,899 67,600 946 - 15,000 65,075
President and Chief 1999 208,028 - 2,614 - - 62,578
Executive Officer 1998 216,477 - 4,012 - 16,500 61,701
Raymond T. Wandell, 2000 216,922 36,000 - - 3,000 3,225
Vice President, Sales 1999 50,769 - - - 30,000 -
North America 1998 - - - - - -
W. Michael Coutu 2000 173,483 73,000 - - 30,000 14,363
Vice President 1999 162,184 - - - - 11,967
Information Technology 1998 142,837 10,000 - - 9,020 12,255
Leong Chun Kin, 2000 213,482 - - - 5,000 73,776(4)
Managing Director, 1999 215,013 - - - - -
Asia Pacific Operation 1998 198,137 - - - 8,800 -
Dennis I. Smith, 2000 238,574 36,000 - - 3,000 3,225
Vice President, 1999 50,135 - - - 30,000 -
Global Marketing 1998 -- - - - - -
4
<PAGE>
<FN>
(1) Represents imputed interest attributable to interest-free loans
authorized by the Board of Directors in connection with the purchase of
Common Shares of the Company under the 1993 Employee Stock Purchase
Plan.
(2) Represents options granted under the 1993 Employee and Non-Employee Director Stock Option Plan.
(3) Includes contributions by the Company on behalf of the named persons
and the group to the Company's Retirement Plan and 401(k) Plan, and
pursuant to deferred compensation agreements. Effective May 10, 1990,
the Company entered into a deferred compensation agreement with Mr.
Burke. The deferred compensation agreement provides for payments of
$50,000 per year to a trust administered by Strong Retirement Plan
Services, Menomonee Falls, Wisconsin, as supplemental retirement income
benefits to Mr. Burke.
(4) Represents the compensation Mr. Leong received from the cash free exercise of stock options in the current year.
Each of the officers listed in the Summary Compensation Table serves
for a term of one year.
</FN>
</TABLE>
Stock Options
There were 91,943 stock options exercised by the named executive
officers of the Company in fiscal 2000.
The following table sets forth the number of unexercised options held
at June 30, 2000 by each of the Company's executive officers named in the
Summary Compensation Table, and the related values of such options at June 30,
2000. The value of unexercised options at June 30, 2000 is based upon a market
value at June 30, 2000 of $12.50 per Common Share.
<TABLE>
<CAPTION>
Fiscal Year End Option Values
Number of Unexercised Options Value of Unexercised In-the-Money
at June 30, 2000 (# of shares) Options at June 30, 2000 ($)(1)
------------------------------ ------------------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C>
Larry W. Burke 72,650 15,000 $363,806 $125,625
W. Michael Coutu 40,820 30,000 $203,084 $251,250
Leong Chun Kin --- 5,000 --- $41,875
Raymond T. Wandell 15,000 18,000 $127,500 $152,625
Dennis I. Smith 15,000 18,000 $127,500 $152,625
<FN>
(1) Value is calculated by (i) subtracting the exercise price per share
from the fiscal year-end market value of $12.50 per share and (ii)
multiplying by the number of shares subject to the option. Options that
have an exercise price equal to or greater than the fiscal year-end
market value are not included in the value calculation.
</FN>
</TABLE>
5
<PAGE>
Discounted Share Purchase Program
In November of 1999, the Board of Directors adopted the Robinson
Nugent, Inc., Discounted Share Purchase Program for Certain Key Employees
("Discounted Share Purchase Program") to enable certain key employees of the
Company to purchase Common Shares of the Company at a 15% discount. The
Discounted Share Purchase Program is available only to employees of the Company
who, on or after October 1, 1999, are awarded a Board-approved bonus in a gross
amount (i.e., before any deductions for applicable taxes) of $1,500 or more in
any given fiscal quarter. The Discounted Share Purchase Program is not designed
to comply to the tax-qualified stock purchase programs within the meaning of
Section 423 of the Internal Revenue Code. As a result, the 15% discount on the
purchase of Common Shares under the program is taxable to the employee.
Report of the Compensation and Stock Option Committees
The Compensation Committee and Stock Option Committee of the Board of
Directors has responsibility for the Company's executive compensation program.
The Committee is currently comprised solely of Non-Employee directors. The
Committee is chaired by Mr. Jerrol Z. Miles. The other Committee members are Mr.
Donald C. Neel and Mr. James W. Robinson. The following report is submitted by
the members of the Compensation Committee and the Stock Option Committee.
* * *
The Company's executive compensation program is designed to align
executive compensation with financial performance, business strategies and
Company values and objectives. The Company's compensation philosophy is to
ensure that the delivery of compensation, both in the short- and long-term, is
consistent with the sustained progress, growth and profitability of the Company
and acts as an inducement to attract and retain qualified individuals. This
program seeks to enhance the profitability of the Company, and thereby enhance
shareholder value, by linking the financial interests of the Company's
executives with those of its long-term shareholders. Under the guidance of the
Company's Compensation Committee of the Board of Directors, the Company has
developed and implemented an executive compensation program to achieve these
objectives while providing executives with compensation opportunities that are
competitive with companies of comparable size in related industries.
The Company's executive compensation program has been designed to
implement the objectives described above and is comprised of the following
fundamental three elements:
o a base salary that is determined by individual contributions and
sustained performance within an established competitive salary range.
Pay for performance recognizes the achievement of financial goals,
accomplishment of corporate and functional objectives, and performance
of individual business units of the Company.
o an annual incentive cash bonus that is directly tied to corporate and
business unit performance measures
o a long-term incentive program that rewards executives when shareholder
value is created through increase in the market value of the Company's
Common Shares. Stock option grants focus executives on managing the
Company from the perspective of an owner with an equity position in the
business.
6
<PAGE>
Base Salary. The salary, and any periodic increase thereof, of the
President and Chief Executive Officer was and is determined by the Board of
Directors of the Company based on recommendations made by the Compensation
Committee. The salaries, and any periodic increases thereof, of the other
executive officers were and are determined by the Board of Directors based on
recommendations made by the President and Chief Executive Officer and approved
by the Committee.
The Company, in establishing base salaries, levels of incidental and/or
supplemental compensation, and incentive compensation programs for its officers
and key executives, assesses periodic compensation surveys and published data
covering the electrical/electronics industry and industry in general. The level
of base salary compensation for officers and key executives is determined by
both their scope and responsibility and the established salary ranges for
officers and key executives of the Company. Periodic increases in base salary
are dependent on the executive's proficiency of performance in the individual's
position for a given period, and on the executive's competency, skill and
experience.
Bonus Payments. The bonus compensation program for the Company's
officers is subject to annual review by the Compensation Committee and requires
annual approval of the Board of Directors.
Under the bonus plan for executive officers and key employees for
fiscal year 2000, executive officers were eligible for a bonus award provided
the consolidated pretax income of the Company and subsidiaries for fiscal year
2000 exceeded 90% of the amount specified in fiscal year 2000 financial plan, in
an amount equal to 10% of that excess (up to the plan amount). When pretax
income exceeded the amount specified in the fiscal year 2000 financial plan, an
amount equal to 20% of that excess was added to the bonus pool.
Under the bonus plan for executive officers and key employees for
fiscal 2001, if consolidated pretax income exceeds the amount specified in the
2001 financial plan, an amount equal to 10% of that excess, will be available
for the payment of bonuses. 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.
Long-Term Incentive Plans. The Company's long-term incentive
compensation program is intended to align executive interest with the long-term
interests of shareholders by linking executive compensation with enhancement of
shareholder value. In addition, the program motivates executives to improve
long-term stock market performance by allowing them to develop and maintain a
significant long-term equity ownership position in the Company's Common Shares.
Currently, the only long-term incentive plan of the Company is its 1993
Employee and Non-Employee Director Stock Option Plan. This Plan was adopted by
the Board of Directors on September 13, 1993, and approved by the shareholders
of the Company at the 1993 annual meeting of the shareholders held on November
4, 1993. Pursuant to this Plan, 500,000 Common Shares were made available for
the grant of stock options to Non-Employee Directors of the Company and key
employees of The Company and its subsidiaries as determined by the Stock Option
Committee. An amendment authorizing an additional 500,000 Common Shares to be
made available for grants of stock options under the 1993 Employee and
Non-Employee Director Stock Option Plan was adopted by the Board of Directors
and approved by the shareholders in 1997.
7
<PAGE>
On May 28, 1992, the Board of Directors adopted the 1993 Employee Stock
Purchase Plan to provide executive officers and other key employees with the
opportunity to purchase Common Shares and thereby establish or increase their
equity position in the Company. As an added incentive to participants in this
plan, the Company awarded a matching number of Common Shares in proportion (not
more than 50%) to the Common Shares purchased and provided interest-free loans
to the participants, subject to the discretion of the Board of Directors. The
Company's matching shares vest with the participants who remain in the
employment of the Company in three equal annual installments starting in
September 1994. Loans to employees are payable over periods not to exceed ten
years. Participation in the Plan was completed in fiscal 1993 and the Plan
expired with respect to new participation on November 10, 1993.
SUBMITTED BY THE COMPENSATION AND STOCK OPTION COMMITTEES
Mr. Donald C. Neel
Mr. James W. Robinson
Mr. Jerol Z. Miles
Stock Performance Graph
The following chart compares the yearly percentage change in the
cumulative total shareholder return on the Company's Common Shares with the
cumulative total return of the Nasdaq market composite (U.S. Companies) and the
Peer Group Index for the six years ending June 30, 2000. The Peer Group consists
of Methode Electronics, Inc., Molex Incorporated and Thomas & Betts Corporation.
The Peer Group consists of publicly-held companies, all of which participate in
the electronic connector industry in varying degrees with respect to their total
sales volume. All of these companies are significantly larger than the Company
in terms of sales and assets. The comparison assumes that $100 was invested on
June 30, 1994, in the Company's Common Shares and in each of the foregoing
indices and assumes reinvestment of dividends.
8
<PAGE>
[GRAPHIC OMITTED]
<TABLE>
<CAPTION>
Robinson Nugent, Inc. (RNIC)
% Peer Group
Weighted Cumulative Total Return Market Cap
<S> <C> <C> <C> <C> <C> <C> <C>
Peer Group Cumulative Total Return 6/95 6/96 6/97 6/98 6/99 6/00 6/30/2000
(Weighted Average by Market Value)
Peer Group Weighted Average: 100 111 155 139 170 191
Methode Electrs Inc METHA 100 132 156 123 185 314 12.5%
Molex Inc MOLX 100 103 148 127 188 306 44.78%
Thomas & Betts Corp TNB 100 113 163 156 154 64 42.72%
</TABLE>
9
<PAGE>
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
Independent Auditors' Report
Consolidated Balance Sheets as of June 30, 2000, 1999
and 1998
Consolidated Statements of Operations and
Comprehensive Income for the years ended June 30,
2000, 1999 and 1998
Consolidated Statements of Shareholders' Equity for
the years ended June 30, 2000, 1999 and 1998
Consolidated Statements of Cash Flows for the years
ended June 30, 2000, 1999 and 1998 Notes to
Consolidated Financial Statements
(2) Financial Statement Schedule
Schedule for the years ended June 30, 2000, 1999, and
1998:
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).
10
<PAGE>
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
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.)
11
<PAGE>
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 the 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
(Incorporated by reference to Exhibit 10.6
to Form 10-K Report for the year ended
June 30, 1999.)
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).
10.8 Summary of Robinson Nugent, Inc. Bonus Plan
for fiscal year ended June 30, 2001.
10.9 Contract for Purchase and Sale/Leaseback
between Robinson Nugent, Inc., and Sam &
JB, LLC dated February 22, 2000.
10.10 Lease between Sam & JB, LLC and Robinson
Nugent, Inc., dated February 22, 2000.
16.0 No exhibit.
21.0 Subsidiaries of the registrant.
27.0 Financial Data Schedule.
* Management contracts or compensatory plans
(b) Reports on Form 8-K
None.
12
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this amendment to be signed
on its behalf by the undersigned, thereunto duly authorized.
ROBINSON NUGENT, INC.
Date: 10/02/00 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: By:
------------------- ---------------------------------------
Samuel C. Robinson, Director
Date: 10/02/00 By: /s/ Larry W. Burke
------------------- ----------------------------------------
Larry W. Burke, Director,
President and Chief Executive Officer
(Principal Executive Officer)
Date: 10/02/00 By: /s/ Patrick C. Duffy*
------------------- -----------------------------------------
Patrick C. Duffy, Director
Date: 10/02/00 By: /s/ Richard L. Mattox*
------------------- -----------------------------------------
Richard L. Mattox, Director
Date: 10/02/00 By: /s/ Jerrol Z. Miles*
------------------- -----------------------------------------
Jerrol Z. Miles, Director
Date: 10/02/00 By: /s/ James W. Robinson*
------------------- -----------------------------------------
James W. Robinson, Director
13
<PAGE>
Date: By:
-------------------- -----------------------------------------
Richard W. Strain, Director
Date: By:
-------------------- ----------------------------------------
Ben M. Streepey, Director
Date: 10/02/00 By: /s/ Donald C. Neel*
-------------------- ----------------------------------------
Donald C. Neel, Director
Date: 10/02/00 By: /s/ Robert L. Knabel
-------------------- ----------------------------------------
Robert L. Knabel, Vice President,
Treasurer and Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
*By:/s/ Larry W. Burke
--------------------
Larry W. Burke
Attorney-in-fact
14
<PAGE>
<TABLE>
<CAPTION>
ROBINSON NUGENT, INC.
FORM 10-K/A-1 FOR FISCAL YEAR
ENDED JUNE 30, 2000
INDEX TO EXHIBITS
Number Sequential
Assigned in Numbering System
Regulation S-K Page Number
Item 601 Description of Exhibit of Exhibit
<S> <C> <C>
(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
June 11, 1992. (Incorporated by reference
to Exhibit 4.4 to Form 8-K Current Report
dated July 6, 1992.)
15
<PAGE>
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.
(Incorporated by reference to Exhibit 10.6
to Form 10-K Report for the year ended
June 30, 1999.)
16
<PAGE>
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).
10.8 Summary of Robinson Nugent, Inc. Bonus Plan
for fiscal year ended June 30, 2001.
10.9 Contract for Purchase and Sale/Leaseback +
between Robinson Nugent, Inc., and Sam &
JB, LLC dated February 22, 2000.
10.10 Lease between Sam & JB, LLC and Robinson +
Nugent, Inc., dated February 22, 2000.
(11) No exhibit.
(12) No exhibit.
(16) No exhibit.
(18) No exhibit.
(21) 21.0 The subsidiaries of the registrant are:
Jurisdiction
Name of Organization
Cablelink, Incorporated Indiana
Robinson Nugent-Dallas, Inc. Texas
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. The Netherlands
Robinson Nugent (Belgium) B.V.B.A. Belgium
17
<PAGE>
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
Robinson Nugent Interconnect Malaysia
(Malaysia) Sdn. Bhd.
(22) No exhibit.
(23) No exhibit.
(24) No exhibit.
(27) 27.0 Financial Data Schedule.
(28) No exhibit.
* Management contracts or compensatory plans
+ Exhibits filed as part of this amendment.
</TABLE>
18
