SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1994 Commission file number 1-4680
ELECTRONIC ASSOCIATES, INC.
(Exact Name of Registrant as Specified in its Charter)
<TABLE>
<S> <C>
New Jersey 21-0606484
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
185 Monmouth Parkway 07764-9989
West Long Branch, New Jersey (Zip Code)
(Address of Principal Executive Offices)
</TABLE>
Registrant's telephone number, including area code: (908) 229-1100
Securities registered pursuant to Section 12(b) of
the Act:
<TABLE>
<S> <C>
Title of each class Name of each exchange on which registered
Common Stock New York Stock Exchange
Preferred Stock Purchase Rights New York Stock Exchange
</TABLE>
Securities registered pursuant to Section 12(g) of the Act: None
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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter-period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
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The aggregate market value of the voting stock held by non-affiliates of the
Registrant was $74,665,288 as of March 24, 1995.
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As of March 24, 1995, there were 10,329,170 outstanding shares of the
Registrant's common stock.
<PAGE>
PART I
ITEM 1. BUSINESS
Introduction
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During 1994 and through the date hereof, Electronic Associates, Inc. ("EAI"
or the "Company") has been engaged solely in the business of providing contract
electronic manufacturing services to customers ranging from the assembly of
printed circuit boards to the complete procurement, production, assembly, test
and delivery of entire electronic products and systems. The Company, therefore,
provides services to act in part, or in whole, as the manufacturing function of
its customers.
The Contract Electronic Manufacturing Industry
- ----------------------------------------------
In recent years, primarily as a response to rapid technological change and
increased competition in the electronics industry, the contract electronic
manufacturing industry has grown significantly. Original equipment manufacturers
("OEMs") have recognized that by utilizing domestic contract electronic
manufacturers they can improve their competitive position, realize an improved
return on investment, and concentrate in areas of their greatest expertise, such
as research, product design and development, and marketing. In addition,
contract electronic manufacturing allows OEMs to: bring new products to market
rapidly and adjust more quickly to fluctuations in product demand; avoid
additional investment in plant, equipment, and personnel; reduce inventory
carrying and other overhead costs; and establish fixed unit costs over the life
of a contract.
Historically, OEMs in the computer and electronic industries relied on
internal manufacturing capabilities to support their growth. Local job shops
were given short-term overloads and specialty work as required, often creating
underutilized capacity and unpredictable business levels for these
manufacturers. Many OEMs now consider contract electronic manufacturers an
integral part of their business and manufacturing strategy. Accordingly, the
contract electronic manufacturing industry has experienced significant growth as
OEMs have established long-term working arrangements with contract manufacturers
such as the Company.
Several important trends have developed recently in the contract electronic
manufacturing industry. OEMs increasingly require contract electronic
manufacturers to provide complete turnkey manufacturing and material handling
services, rather than working on a consignment basis in which the OEM supplies
all material and the contract electronic manufacturer supplies only labor.
Turnkey contracts involve manufacturing and engineering support, the procurement
of all materials, and sophisticated in-circuit and functional testing. The
manufacturing partnership between OEMs and contract electronic manufacturers
often require the use of increasingly sophisticated inventory management
techniques which minimize the OEM's investment in component inventories,
personnel and related facilities, thereby reducing costs.
Contract Electronic Manufacturing
- ---------------------------------
Currently, the Company's sole business consists of providing contract
electronic manufacturing services to customers ranging from the assembly of
printed circuit boards to the complete procurement, production, assembly, test
and delivery of entire electronic products and systems.
The Company's revenues have increased in each of the last five years, with
an exception of a moderate decline in the level of revenues in 1992 compared
with those of 1991. A summary of the Company's operating performance and
financial position for the last five years is provided in "Selected Financial
Data" at Part II, Item 6 of this Report on Form 10-K. Further, the Company's
financial statements, consisting of the balance sheets as of December 31, 1994
and 1993, together with the statements of operations, shareholders' equity, and
cash flows for each of the three years in the period ended December 31, 1994,
together with supplementary data, are provided in Item 8, Part II of this Report
on Form 10-K. From 1990 through 1993, the Company invested
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in new manufacturing equipment to accommodate the increased business for
surface-mount technology ("SMT") equipment. The SMT process is increasingly
replacing the older, through-hole technology previously utilized in the assembly
of printed circuit boards. SMT allows for production of a smaller circuit board,
with greater component and circuit density, resulting in increased performance.
Management believes that SMT will continue to constitute an increasing
percentage of printed circuit board production and assembly.
The Company manufactures over 1500 different assemblies which are
incorporated into product lines of over 30 different companies. The Company
provides contract electronic manufacturing services primarily for manufacturers
of: micro, mini and mainframe computers; computer peripheral equipment; high
quality graphic equipment; office equipment; telecommunications equipment;
consumer appliances, industrial tools and measuring devices.
Research and Development
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The Company continually evaluates the potential for, and feasibility of,
adopting new processes or techniques which can improve manufacturing quality and
efficiency. The cost of these efforts, together with those for manufacturing
training and quality programs, are reported as expenses when incurred. Such
expenses amounted to $54,000 in 1993 and $967,000 in 1992. No research and
development expenses were incurred in 1994. Of the expenses associated with
research and development incurred in 1993 and 1992, approximately $41,000 and
$933,000, respectively, were reimbursed by one customer and were incurred in
connection with operations discontinued by the Company in 1993 and have no
alternative use.
Quality Control
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The Company intends to achieve "ISO 9000" certification for all of its
manufacturing facilities in 1995. International Standards Organization ("ISO")
certification refers to a series of quality system standards adopted to ensure
that companies worldwide are in compliance with a documented system of quality
processes and procedures. The Company has created a team to achieve this
important objective.
Suppliers
- ---------
The Company uses the services of numerous suppliers of electronic components
and other material for its manufacturing operations. Substantially all the
materials used in the Company's products are components purchased from
suppliers. Components generally are ordered when the Company has a firm purchase
order or letter of intent from a customer to purchase the completed assemblies.
Generally, the Company is not dependent upon a single source of supply for
materials or components that it considers important to its business, since
multiple suppliers are available for most important components or their
substantial equivalent.
Competition
- -----------
The contract electronic manufacturing services provided by the Company are
available from many independent sources as well as in-house manufacturing
capabilities of current and potential customers. Some of the Company's
competitors have greater financial, manufacturing and marketing resources than
the Company. The Company believes that the primary basis of competition is
quality, service, price and ability to deliver finished products on a timely and
reliable basis. The Company believes that it competes favorably with respect to
those factors.
Contracts
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The Company's contracts are provided for services to be performed primarily
on a fixed-price basis, although change orders on large contracts are not
unusual. The contracts generally provide termination rights for customers, but
upon such termination the Company would be entitled to reimbursement for
allowable costs
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already incurred. Other than the contracts with Iris Graphics, Inc. described
below, the Company has no long- term contracts for the sale of products or
services that are individually material.
Customers and Marketing
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Most of the Company's sales are to industrial companies which use the
products in a variety of high-technology applications, including those for
computers, telecommunications devices, high-quality graphics, and medical
testing devices.
Substantially all of the Company's net sales during the year ended December
31, 1994 were derived from customers which were also customers during 1993. In
1994, the customers which accounted for more than 10% of the Company's sales
from continuing operations were Concurrent Computer Corporation, Iris Graphics,
Inc., and Dialogic Corporation which accounted for 33%, 25%, and 11% of sales,
respectively. In 1993, services to Data Switch Corporation, to which the Company
provided more than 10% of its sales in 1993, terminated its relationship with
the Company. The loss of potential future revenue from Data Switch Corporation
was offset, in part, by the Company's ability to expand service to existing
customers and to attract new customers. Currently, the Company remains dependent
upon its large customers. Because the loss of one or more of these customers
could have a material adverse effect on its operations, the Company maintains
continued dialogue with all its customers to ensure satisfactory quality and
on-time delivery services. Also, the Company's marketing programs are focused to
identify and develop opportunities to provide contract electronic manufacturing
services to new customers.
Historically, the Company has had substantial recurring sales from existing
customers. The Company seeks to develop long-term relationships with a small
number of customers. Marketing efforts are aimed at obtaining similar long-term
relationships with new customers, as well as maintaining business with existing
customers. While the Company believes that its relations with its customers are
good and that their business will continue, specific purchase orders are
generally of less than one year in duration, and there is no assurance that
future orders will be obtained. The volume of contract manufacturing business
also depends upon the success of customers' sales.
The Company employs a variety of marketing techniques for the sale of its
products, including direct sales efforts by an employed sales force, and the
utilization of independent sales representatives.
<TABLE>
<CAPTION>
Market Served Representative
by Customers Percentage of 1994 Sales Customers
- ------------ ------------------------ ------------
<S> <C> <C>
Computers 33 Concurrent Computer Corp.
High Quality Graphics 25 Iris Graphics, Inc.
Telecommunications 11 Dialogic Corporation
Consumer Products 9 Stillwater Designs
Industrial Tools 7 Yaskawa Electric America, Inc.
Other 15 Various
</TABLE>
Backlog
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The Company's backlog consists of firm purchase orders which typically are
shipped within twelve months from time of receipt of the order. Backlog may not
increase at the same rate as the Company's net sales due to the increasing trend
of OEMs to reduce their lead time for purchase orders. Since purchase orders may
be accelerated or deferred by rescheduling or cancelled by payment of
cancellation charges, backlog does not necessarily reflect future sales levels.
The approximate amount of the Company's backlog for continuing operations at the
end of 1994 and 1993 was $19,240,000 and $19,453,000, respectively. It is
anticipated that
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<PAGE>
substantially all of the 1994 year-end backlog will be delivered in 1995. One of
the Company's customers, Iris Graphics, Inc., has placed orders included in the
backlog at December 31, 1994, and December 31, 1993 of approximately $11,101,000
and $12,500,000 respectively.
1994 Developments
- -----------------
During 1994, the Company's sales increased, gross profit increased, and
selling, general and administrative expense declined. The Company's net loss
from continuing operations in 1994 was $4,784,000 which includes the
non-recurring provision for restructuring of $2,400,000, compared to a net loss
of $4,664,000 in 1993 from continuing operations. The improvement in results of
operations was due to a combination of increased sales during the year and
cost-cutting measures imposed during the first quarter of 1994. In the first
quarter of 1994, the Company undertook an intensive effort to eliminate all
unnecessary expenses, including a significant reduction in its use of
consultants and a 20% salary reduction imposed on substantially all employees on
January 15, 1994. Such salary reduction was partially restored later in the
second and third quarters of 1994, and was fully restored in January 1995.
However, the additional expense associated with the elimination of the 20%
salary reduction should be offset, in part, by the reduction in staff resulting
from the Company's restructuring undertaken in December 1994 in anticipation of
the Tanon acquisition.
As a result of negative cash flows from operations and continued operating
losses in 1994, the Company required additional working capital to support its
operations. In February 1994, the Company completed a private placement of
1,200,000 units of securities at a purchase price of $0.85 per unit (the
"February Private Placement"), providing net proceeds to the Company of
approximately $957,000 after the deduction of offering expenses of approximately
$63,000. Each unit consisted of one share of Common Stock, a Class A Warrant and
a Class B Warrant (the "February Units"). On July 25, 1994, a Registration
Statement on Form S-1 was filed by the Company with the Securities and Exchange
Commission to register these shares and certain other shares of common stock
held by certain selling security holders pursuant to their registration rights.
Pre-effective Amendment No. 2 to that registration statement was filed with the
Commission on December 23, 1994 and, as of the date of this report, such
registration statement has not been declared effective by the Securities and
Exchange Commission. Subsequent to the February Private Placement, the Company
continued to require additional working capital to fund its operations.
In order to raise additional capital, the Company commenced a private
placement of 2,500,000 units of securities in June 1994, at a purchase price of
$2.75 per unit for maximum gross proceeds of $6,875,000 (the "June Private
Placement"). Each unit consisted of one share of common stock of the Company and
one Class C Warrant ("Class C Warrant") to purchase one share of common stock of
the Company at an exercise price of $4.60 per share until June 30, 1998 (the
"June Units"). The terms of the Class C Warrants contained certain provisions
which granted the Company redemption rights on the warrants under certain
conditions. In August 1994, the Company completed the June Private Placement in
which the Company issued all 2,500,000 June Units for net proceeds of
$5,900,000. The Class C Warrants were called for redemption by the Company in
September 1994. The redemption was completed in December 1994, at which time
warrants for 1,482,744 shares had been exercised, which provided approximately
$6,600,000 of additional net proceeds to the Company, of which approximately
$4,800,000 net proceeds representing 1,098,833 shares was received in December
1994, with the remainder of proceeds received in January 1995. The 1,017,256
remaining Class C Warrants that were not exercised were redeemed at $0.05 per
share, for a total of $51,000 in redemption fees. In connection with the June
Private Placement, 250,000 unit warrants were issued to the placement agent
(which assigned such unit warrants to certain of its employees) to purchase
units which are exercisable at a price of $3.025 per unit, each unit consisting
of one share of EAI common stock and a Class C Warrant to purchase one share of
EAI common stock at a price of $4.60 per share.
On August 24, 1994, the Company signed a letter of intent to acquire Tanon
Manufacturing, Inc. ("Tanon"), of Fremont, California, formerly a privately-held
company, established in 1982, which provides contract electronic manufacturing
services to original equipment manufacturers. Pursuant to the letter of intent,
the
5
<PAGE>
Company entered into a Business Loan Agreement with Tanon, under which the
Company loaned Tanon the principal sum of $1,000,000 ("Tanon Loan") which
provided for interest to accrue at market rate and to mature on March 1, 1995,
with certain provisions for payment upon demand. On December 12, 1994, pursuant
to such letter of intent, the Company entered into the definitive Agreement and
Plan of Reorganization (the "Tanon Acquisition Agreement") which was consummated
in January 1995. The Tanon Loan was cancelled upon consummation of the Tanon
Acquisition Agreement. (See "Subsequent Events" below.)
In October 1994, the Company signed a letter of intent to acquire up to a
1/3 equity interest in BarOn Technologies Ltd. ("BarOn"), a privately-held
company located in Haifa, Israel. BarOn is engaged in research and development
of a computer input device that can directly digitize handwriting in a variety
of languages, from any surface. Pursuant to the letter of intent, in October
1994, the Company entered into a Business Loan Agreement with BarOn pursuant to
which the Company loaned to BarOn the principal sum of $500,000 ("BarOn Loan")
repayable on December 31, 1994, together with interest accruing at a market
rate. The BarOn Loan was cancelled upon consummation of the BarOn Agreements
(hereinafter defined) in January 1995. (See "Subsequent Events" below.)
In December 1994, in contemplation of the acquisition of Tanon, the Company
committed to a plan to close or sell its Southwest operations in Tucson, Arizona
and Nogales, Sonora, Mexico. The Company also decided to substantially
consolidate its corporate administrative functions, currently being conducted in
West Long Branch, New Jersey, into Tanon's Fremont, California facility. In
connection with these decisions, the Company recorded a $2,400,000 provision for
restructuring expense. The provision includes: $618,000 related to unamortized
goodwill and other intangibles which were acquired in connection with the 1992
acquisition of the Southwest operations; $395,000 representing the present value
of lease commitments in Tucson, Arizona; $279,000 representing book value and
disposal cost of abandoned equipment; $300,000 for inventory which can not be
utilized resulting from the termination of customer contracts; $303,000 of
contractual termination benefits for West Long Branch and Southwest employees;
$285,000 of executive separation costs; $145,000 to be paid to a third party to
assume certain lease obligations of the Company's subsidiary, Milotec S.A. De
C.V. ("Milotec") for the Nogales facility, and for other closing costs with
respect to the sale of Milotec and its operations in Nogales, Sonora, Mexico;
and $75,000 of other costs.
On December 30, 1994, in contemplation of the Tanon acquisition, the Company
purchased 265,957 shares of common stock of Tanon (representing a 13.6% equity
interest) for $2,000,000 comprised of conversion of the Tanon Loan to equity and
$1,000,000 cash. Other costs and expenses incurred in connection with the
acquisition of the stock amounted to approximately $202,000.
Subsequent Events
- -----------------
Tanon Acquisition. On January 4, 1995 (the "Tanon Effective Time"), the
-----------------
Company acquired Tanon pursuant to the Tanon Acquisition Agreement. The Company
intends to report the transaction as a purchase for accounting purposes. On the
Tanon Effective Time, Tanon was merged with a newly-formed wholly-owned
subsidiary of the Company and the Company issued 1,538,462 shares of common
stock of the Company with an appraised value of $13,077,000 in exchange for all
of the remaining outstanding shares of common stock of Tanon. In addition, the
Company granted to certain optionholders of Tanon, in exchange for their options
to purchase Tanon capital stock, options to purchase approximately 201,000
shares of the Company's common stock at a weighted average exercise price of
$1.05 per share with an appraised value of $1,383,000. As further contemplated
by the Tanon Acquisition Agreement (a) the Company invested $2,000,000 in Tanon,
as mentioned above, which consisted, in part, of the cancellation of Tanon's
obligation to repay the Tanon Loan, and (b) the Company agreed to use its best
efforts to invest in, or loan to, Tanon up to an additional $5,000,000, subject
to receipt by the Company of an acceptable operating plan.
In connection with the transactions consummated pursuant to the Tanon
Acquisition Agreement, the Company, through its wholly-owned subsidiary, Tanon,
entered into an Employment Agreement with Joseph R. Spalliero (formerly the
Chairman and President of Tanon), pursuant to which Mr. Spalliero has been
engaged
6
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as the Chief Operating Officer of Tanon to serve for a term commencing on
January 4, 1995 and ending on January 3, 1997. Mr. Spalliero will receive an
annual base salary of $240,000. In addition, upon closing, Mr. Spalliero and
certain other executives of Tanon received certain compensation, incentives and
benefits. Specifically, the Company granted to Mr. Spalliero at closing,
incentive and non-incentive stock options to acquire an aggregate of 350,000
shares of common stock of the Company at an exercise price equal to fair market
value with respect to 305,000 shares and 110% of fair market value with respect
to 45,000 shares, which options will vest proportionately over three years. Mr.
Spalliero also received a signing cash bonus of $300,000 upon execution and
delivery of his Employment Agreement and is eligible, pursuant to the terms
thereof, to earn a cash bonus of up to $750,000, to be paid based upon Tanon
meeting certain goals, in equal installments during 1996, 1997 and 1998. Also,
on January 20, 1995, Mr. Spalliero was elected to serve as a Class III member of
the Board of Directors of the Company for a term expiring in 1997.
In connection with the merger, the Company loaned Mr. Spalliero, the Chief
Operating Officer of Tanon, $1,000,000 for a 30-month term with interest fixed
at the applicable Federal rate and accruing and due together with principal at
the end of the 30-month term. Such loan is non-recourse and is secured solely
with 192,300 shares of common stock of the Company acquired by Mr. Spalliero
upon consummation of the Tanon Acquisition Agreement. Also, upon closing, the
Company indemnified Mr. Spalliero for certain outstanding indebtedness of Tanon
in the aggregate amount of $9,450,000, which had been personally guaranteed by
Mr. Spalliero.
BarOn Acquisition. On January 16, 1995, the Company acquired (i) 25.01% of
-----------------
the ordinary shares of BarOn for consideration with an estimated value of
$6,700,000 comprised of a $4,000,000 capital contribution to BarOn ($1,500,000
cash and the cancellation of BarOn's obligation to repay the Company $500,000
pursuant to the BarOn Loan at closing, and $1,000,000 cash and 127,592 shares of
common stock of the Company with an estimated value of $1,000,000 to be
delivered four months from closing which will be on May 16, 1995), and
$2,700,000 paid to various shareholders of BarOn in cash at closing and (ii) an
option to acquire an additional 8.33% of the ordinary shares of BarOn for
$2,000,000 in cash and 255,183 shares of common stock of the Company with an
estimated value of $2,000,000. The option is exercisable on the earlier of
BarOn's reaching certain development milestones or September 30, 1995. In
addition, the Company has certain rights of first refusal to purchase additional
equity in BarOn, but not to exceed 49% of BarOn's issued and outstanding
ordinary stock. The Company intends to account for the acquisition as a purchase
of a minority interest using the equity method of accounting. BarOn, which was
formed in 1992, is a privately-held, Israeli corporation based in Haifa, Israel,
engaged in the research and development of a computer input device that can
directly digitize handwriting in a variety of languages, from any surface. The
transaction was consummated by (a) issuance of a series of identical Stock
Purchase Agreements (the "Stock Purchase Agreements") between the Company and
various shareholders of BarOn, pursuant to which the Company acquired an
aggregate 8.33% equity interest in BarOn, and (b) an Investment Agreement (the
"Investment Agreement") between the Company and BarOn, pursuant to which the
Company acquired (1) a 16.68% equity interest in BarOn, and (2) the right to
acquire up to an additional 8.33% equity interest in BarOn. The Stock Purchase
Agreements and Investment Agreement are collectively referred to as the "BarOn
Agreements". Presently, 11 persons unaffiliated with the Company own the
remaining 74.99% of the ordinary shares of BarOn.
Milo Resignation. On February 2, 1995, pursuant to negotiations which had
----------------
commenced in November, 1994, Charles A. Milo resigned as President and director
of the Company to pursue other interests. On that date, the Company entered into
a separation agreement with Mr. Milo pursuant to which (i) the Company agreed to
pay him his regular compensation as an employee through March 31, 1995, (ii) Mr.
Milo was deemed to have earned his $50,000 bonus, which was payable in four
equal installments through March 31, 1995, (iii) the loan to Mr. Milo by the
Company on September 15, 1994 in the principal amount of $160,000 was cancelled
with Mr. Milo having no further liability thereunder, (iv) $10,000 fee for
services to be rendered in connection with the closure or sale of the Company's
Mexican facility, and (v) the exercise period for certain options held by Mr.
Milo and his wife was extended to September 30, 1995. Mr. Milo agreed to limit
the sale of his shares of common stock in the Company during the two calendar
quarters following his resignation to 100,000 shares
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per each quarter and during the next six calendar quarters to those shares which
he is eligible to sell pursuant to Rule 144. After such period, there will be no
further restrictions on the sale of his shares.
Governmental Regulation
- -----------------------
The Company's operations are subject to certain federal, state and local
regulatory requirements relating to environmental, waste management, health and
safety matters. Management believes that the Company's business is operated in
compliance with all material applicable environmental, waste management, health
and safety regulations. However, new or modified requirements, which are not
currently anticipated, could be adopted creating additional expense for the
Company.
New Jersey has enacted an Industrial Site Remediation Act ("ISRA"). As is
the case with many other companies doing business in New Jersey, if the Company
were to move from its present facilities in New Jersey, sell its assets or
effect a change in its ownership, such a transaction would be subject to the
requirements of ISRA. Under ISRA, before such a transfer could take place, a
determination would need to be made to ensure there has been no unremediated
discharge of hazardous substances or wastes on the site; or a satisfactory
clean-up plan would need to be submitted to the New Jersey Department of
Environmental Protection and Energy ("DEPE"). Failure to comply with ISRA is
grounds for voiding the transfer by the purchaser or by DEPE, among other
enforcement remedies.
Employees
- ---------
As of December 31, 1994, 1993 and 1992, the Company had 334, 315 and 458
total employees, respectively. Individuals employed at the Company's
manufacturing facility in Nogales, Sonora, Mexico and included in such totals
were 124, 109 and 34 in 1994, 1993 and 1992, respectively.
Facilities
- ----------
See "Properties" at Item 2, Part I of this Form 10-K.
International Operations
- ------------------------
On May 29, 1992, the Company acquired all of the outstanding stock of
Milotec S.A. De C.V. in Nogales, Sonora, Mexico ("Milotec"), in connection with
the acquisition of this contract electronic manufacturing business.
The Company expects to sell its interest in Milotec in 1995.
Patents and Trademarks
- ----------------------
The Company does not hold any patent rights which are material to the
contract electronic manufacturing business, nor does the Company believe that
patent protection is an important competitive factor in its market. The Company
has received federal trademark registration for the mark "EAI", which is also
registered in many other countries.
ITEM 2. PROPERTIES
Currently, EAI's executive offices and East Coast manufacturing operations
are located at 185 Monmouth Parkway, West Long Branch, New Jersey 07764 at which
the Company occupies approximately 81,000 square feet. In addition, the Company
currently leases manufacturing facilities comprised of 33,120 square feet in
Tucson, Arizona and 22,000 square feet in Nogales, Sonora, Mexico. The Arizona
lease provides for a five-year term ending in May 1997, with an option to renew
for five years. The Mexico lease provides for a three-year
8
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term ending in July, 1996. EAI is responsible for all repairs, maintenance, and
utilities in its premises, and in New Jersey, is also responsible for taxes.
The Company, through its wholly-owned subsidiary, Tanon, occupies a single
facility with 105,000 square feet at 46360 Fremont Boulevard, Fremont,
California, through which it conducts production and administrative operations.
Pursuant to its plan of reorganization, the Company intends to substantially
consolidate its corporate administrative functions currently conducted in the
West Long Branch facility into the Fremont facility.
As part of its reorganization plan, the Company is currently negotiating for
the sale of its wholly-owned subsidiary, Milotec, which includes an assumption
by the purchaser of the lease for the manufacturing facility in Nogales, Sonora,
Mexico. The Company also intends to close its operations in Tucson, Arizona.
On September 17, 1993, the Company reached an agreement with the landlord of
its West Long Branch, New Jersey facility (the "Landlord") to amend its Lease.
Under the terms of the amendment (i) EAI surrendered approximately 52% of the
space occupied at such location; (ii) the Landlord granted rent abatement from
1993 to 1999 aggregating approximately $2.7 million; and (iii) the Lease was
extended from March 1999 to March 2006, during which extension period the rent
will be adjusted to the market rates for comparable facilities. In addition, the
Company expects to realize savings for heat, light and power due to the smaller
area to be occupied. In connection with the Lease amendments, the Company issued
the Landlord a warrant to purchase 130,000 shares of the Company's common stock
at an exercise price of $1.50 per Share. The warrant is exercisable from August
4, 1995 until August 4, 1998. In February, 1994, the Lease was further amended
resulting in additional rent abatements for the period February 1994 through
January 1996. In consideration for the Landlord's additional action, the Company
issued to the Landlord 100,000 shares of the Company's common stock.
See Note 6 of the Notes to Consolidated Financial Statements at Item 8, Part
II of this Form 10-K for information regarding the rents payable under the above
leases.
ITEM 3. LEGAL PROCEEDINGS
Bridgeport Rental and Oil Services Superfund Site. By letter dated August
-------------------------------------------------
31, 1988, the United States Environmental Protection Agency ("EPA") notified EAI
that EPA had identified EAI to be one of the parties potentially responsible for
costs incurred to date by EPA in taking corrective action, for future clean up
costs, and for any other possible damages in connection with the Bridgeport
Rental and Oil Services Superfund Site in Logan Township, New Jersey (the
"B.R.O.S. Site"). EAI's alleged connection to the B.R.O.S. Site is through
Rollins Environmental Services (NJ) Inc. ("Rollins") which is a waste
transporter that was allegedly hired by EAI to transport certain waste material
alleged to be hazardous from EAI's operations for appropriate disposal.
Information in EPA's files suggests that EPA is likely to assert that one
shipment of waste allegedly generated by EAI and presumed to constitute less
than one quarter of one percent of the total liquid waste allegedly released at
the B.R.O.S. Site, was delivered to the B.R.O.S. Site in 1973 by Rollins.
On March 29, 1989, the New Jersey Department of Environmental Protection and
Energy ("DEPE") issued an administrative directive under New Jersey's Spill
Compensation and Control Act to over one hundred companies, including EAI,
demanding payment by May 15, 1989 of $9,224,189 as DEPE's share of remedial
costs at the B.R.O.S. Site. By letter dated August 29, 1989, and by similar
letters to fifty-seven other alleged waste generators, or transporters of waste
allegedly released at the B.R.O.S. Site, EPA demanded that the targeted
companies, individually or jointly, pay to the "EPA Hazardous Substances Trust
Fund" the sum of $17.8 million by September 29, 1989 in full reimbursement of
past costs incurred by EPA in connection with the B.R.O.S. Site. EPA estimated
at that time that the costs of the remaining remedial work will be in the range
of $70 - $100 million.
9
<PAGE>
On May 15, 1989, a group of companies among those which had received demands
from DEPE, including EAI, without admitting liability, made a "good faith"
payment of $1,344,500 in response to DEPE's directive demanding payment of
$9,224,189. EAI's share of this payment was $5,000. On September 29, 1989, a
group of companies, including EAI, targeted by EPA responded to EPA's demand
letter for past costs of $ 17.8 million by declining to make any payments at
that time and by offering to negotiate a settlement of EPA's claims. Pursuant to
an interim agreement entered into in 1991 between Rollins and its customers,
including EAI, Rollins has agreed to defend its customers, including EAI, at
Rollins' own expense in connection with EPA and DEPE proceedings concerning the
B.R.O.S. Site.
There have been two actions filed in federal court with respect to the
allegedly required remediation at the B.R.O.S. Site. These two cases are
Rollins Environmental Services (NJ) Inc., et al. v. United States, et al., Civil
- -------------------------------------------------------------------------
Action No. 92-1253 (JEI), and United States v. Allied Signal Inc., et al., Civil
-------------------------------------------
Action No. 92-2726 (JEI). These two cases are being handled as a consolidated
matter for case management purposes. EAI is not named as a party to either of
these actions. However, as part of the case management process, directive order
recipients, such as EAI, were given an opportunity to participate in settlement
negotiations on these consolidated cases without being joined as a party.
In January 1993, EAI agreed to participate in settlement negotiations with
respect to the federal court actions described above without admitting liability
and to provide information regarding its alleged connection through Rollins to
the B.R.O.S. Site. As a result of its participation in the informal discovery
and settlement process, EAI will not be joined as a party to the litigation at
this time, thereby avoiding the costs associated with litigation. While the
administrative expenses of conducting discovery and settlement negotiations will
be shared equally among the participants, each participant is responsible for
fees of its own counsel. Rollins has agreed to pay administrative expenses which
may be assessed against EAI in connection with its participation in the
settlement process as well as defend EAI should EAI be sued after participating
in the settlement process. Rollins has not agreed to assume any liability that
any of its customers may incur as a result of these claims, including liability
for any amount that EAI may agree to pay in settlement. EAI may elect to
withdraw from participating in the informal discovery process and settlement
negotiations; however, if EAI withdraws or does not comply with the established
guidelines of the settlement process, or if the settlement process fails to
resolve these actions, EAI may be joined as a party in the legal actions
described above.
EAI has notified its comprehensive general liability insurers of these
potential claims. Because of the long period of time between the alleged
delivery of waste and the notification of claims, coverage may be the
responsibility of more than one insurer. One insurer, which covered occurrences
during five of the fifteen years, has responded and reserved rights. This
insurer has not denied coverage, but has sought to limit its responsibility to a
one-third share which it claims corresponds to its share of the fifteen-year
time period during which the alleged release took place. This insurer has
continued to pay one-third of EAI's defense costs, and although EAI believes
that it is entitled to coverage, it remains to be determined on what basis this
insurer will contribute to any settlement or judgment. The insurer for the
remaining years has denied coverage on grounds that EAI believes are without
merit under New Jersey law. This insurance company recently advised EAI that it
has no information at this time that would support EAI's claim of coverage under
any of the policies issued by it to EAI and that EAI's participation in the
informal discovery and settlement process will not be used in connection with
any coverage decisions made on EAI's claim. Nonetheless, EAI has asked for
reconsideration of its position and is awaiting a response.
Lemco Associates. In October 1992, the following action, Lemco Associates,
---------------- ----------------
L.P. v. Electronic Associates, Inc., COMAX, Inc., American Metal, Inc., David
- -----------------------------------------------------------------------------
McAvoy III, et al. (Docket No. MON-L-6492-92), was instituted in the Law
- -----------------
Division of the Superior Court of New Jersey, Monmouth County, against EAI,
certain other defendants and each of their respective insurance carriers by
Lemco Associates, L.P., a limited partnership ("Lemco").
Lemco's claim involves real property in North Long Branch, New Jersey that
was once owned and used for manufacturing purposes by the United States
Government, EAI and others. The property is now owned by
10
<PAGE>
Lemco. In its complaint, Lemco alleges among other claims that (i) the property
is contaminated with hazardous substances and groundwater contamination exists;
(ii) the contamination is the result of the activities undertaken at the site by
the defendants, including EAI; and (iii) the property requires extensive
remedial work to clean up the contaminants in the soil and to protect against
the threat of migration of contaminants to neighboring properties. The complaint
states that in connection with a proposed sale of the property by Lemco, the
DEPE required Lemco to perform or agree to perform certain activities at the
site which included site characterization, remediation of all contamination and
removal of underground storage tanks. Lemco further asserts that the DEPE has
mandated that before Lemco can transfer title to the property, a cleanup must be
performed in order to restore the site to an environmentally sound condition.
Lemco also alleges that it has incurred, and continues to incur, substantial
costs and expenses in characterizing and remediating the environmental
contamination allegedly created by the defendants. Lemco's claims include, among
others, (i) common law causes of action involving ultrahazardous activity and
abnormally dangerous activity, (ii) failure to comply with certain environmental
statutes, including the New Jersey Environmental Cleanup Responsibility Act, the
New Jersey Environmental Rights Act, the New Jersey Underground Storage of
Hazardous Substances Act and the New Jersey Spill Compensation and Control Act,
(iii) failure to disclose the contamination and presence of certain underground
storage tanks, (iv) failure to properly comply with underground storage tank
regulations, and (v) breach of an implied covenant of good faith and fair
dealing. In its complaint, Lemco seeks compensatory, consequential and
incidental damages in unspecified amounts as well as declaratory relief stating
that defendants are liable for all future damages resulting from the alleged
contamination and compelling the defendants to indemnify Lemco for all damages
sustained by Lemco. In addition, Lemco seeks, among other things,
indemnification from any and all claims and suits brought against Lemco by any
governmental entity or private party for the costs of cleanup or damages
resulting therefrom.
In December of 1992, EAI filed an answer to the complaint denying the
allegations made by Lemco and asserting numerous defenses to such allegations.
In addition, EAI made cross-claims for contribution and indemnification against
all co-defendants to the extent of any liability that EAI may suffer as a result
of this matter and a counterclaim against Lemco which identifies Lemco as a
party responsible for the alleged contamination and seeks contribution and
indemnification from Lemco for any damages that may be incurred by EAI. In
January of 1993, EAI filed a third party complaint against certain named and
other unidentified entities, primarily former tenants or operators at the site
during EAI's ownership, seeking contribution and indemnification for any costs
and damages that EAI may suffer as a result of Lemco's claims.
In addition, the Company has made a demand upon its insurance carriers for
coverage for the claims made by Lemco, and cross claims and third party claims
may be filed against these insurance companies seeking indemnification against
these claims and reimbursement of the costs of same. To date, the Company's
insurance carriers have agreed to pay 71% of its defense costs under a
reservation of rights. EAI will continue to seek full coverage from its
carriers.
Discovery is ongoing in this litigation. By letter dated March 30, 1995,
Lemco has provided the Company with a statement of its remediation costs to
date, as well as an estimate of future remediation costs associated with
the contamination for which it seeks recovery in this action. Specifically,
Lemcoclaims that it has expended approximately $424,000 in remediation costs,
including fees for legal oversight and consultation. If further estimates
that its future remediation costs will amount to approximately $4,900,000.
Such amount is included in a report made by Lemco's environmental
consultants based on their current assessment of the extent of contamination and
the method and period required to complete the remediation. At this time,
the Company and its environmental consultants have not evaluated the
information recently received from Lemco nor has any independent analysis
of the site been performed to determine the appropriateness of Lemco's
claim and of the estimated cost of remediation. Investigation of this
matter is ongoing; therefore, it is not possible to predict its outcome
at this time.
Pudles. On April 5, 1994, Stephen Pudles, a former Director of Marketing and
-----
Sales of the Company, filed an action in Superior Court of New Jersey, Law
Division, County of Ocean. The complaint states that (i) Mr. Pudles voluntarily
resigned his position with the Company; (ii) subsequent to his resignation he
agreed to continue to work for the Company for a specified period of time; and
(iii) an oral agreement was reached between Mr. Pudles and the former President
of the Company providing for certain compensation to be paid by the Company to
Mr. Pudles during such period. Mr. Pudles' complaint alleges that (1) the
Company
11
<PAGE>
breached its oral agreement with Mr. Pudles by refusing to pay the agreed upon
compensation to him; (2) the Company made negligent misrepresentation in
inducing Mr. Pudles to enter into such oral contract; and (3) that the Company
defrauded Mr. Pudles. The suit requests compensatory damages of approximately
$50,000 and $1 million in punitive damages from the Company.
The Company has filed an answer to Mr. Pudles' complaint denying the
plaintiff's allegations and asserting affirmative defenses. The Company has
tentatively settled this action for $41,250, payable in four installments over
three months, and is currently negotiating the final terms of a written
settlement agreement, which will include a release by the plaintiff of all
claims against the Company.
Vassalo. EAI was served in August 1988 with a complaint filed in Superior
-------
Court of New Jersey for Middlesex County on behalf of Marie Vassalo individually
and as administratrix of Charles Vassalo. EAI, five identified asbestos
manufacturers, and other unidentified "John Doe" defendants were named in the
complaint which alleged that as an employee of AT&T (the "AT&T Employee") from
1966 to 1986, including an unspecified period as an employee at the premises
rented by AT&T from EAI, the AT&T Employee was exposed to asbestos products and,
as a result, sustained severe personal injury or death. The Company settled this
case in August 1994 for a nominal amount and has been released from all claims
in connection therewith by the plaintiff.
EAI is a party to other litigation from time to time in the ordinary course
of its business, none of which is currently pending.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of the security holders during the
fourth quarter of the fiscal year covered by this report.
12
<PAGE>
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
EAI's common stock is traded on the New York Stock Exchange ("NYSE"). The
quarterly common stock price for 1994 and 1993 are as follows:
<TABLE>
<CAPTION>
1st Quarter 2nd Quarter 3rd Quarter 4th Quarter
- -------------------------------------------------------------------------------------------------------------
High Low High Low High Low High Low
------------------ ------------------ ------------------ ------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1994 3-7/8 1-1/8 5-1/8 3-1/8 8-3/8 4-1/2 8-3/4 6
1993 1-7/8 1-1/8 1-5/8 1-3/8 1-1/2 1 1-3/8 1
</TABLE>
There were approximately 4,410 record holders of the Company's common stock
as of March 24, 1995.
There have been no cash dividends declared since 1956 and no stock dividends
declared since 1966. If the Company were to become profitable, it would expect
that all of such earnings would be retained to support the business of the
Company. Accordingly, the Company does not anticipate paying cash dividends on
its common stock in the foreseeable future. Moreover, certain financial
covenants set forth in the Company's current loan agreement prohibit the Company
from paying cash dividends.
Although the Company's common stock is currently listed and trading on the
NYSE, currently and since September 11, 1991, the Company has not been in
compliance with one or more of the criteria necessary for continued listing on
the NYSE. The Company and the NYSE have had discussions with respect to this
issue. As of the date of this report, the Company believes that it is in
compliance with all of the NYSE's continued listing criteria, with the exception
of the minimum average earnings of $600,000 for each of the last three fiscal
years. To the Company's knowledge, the NYSE has not taken any affirmative action
to delist the common stock, but, as it has each time it has authorized the
issuance of additional shares for listing on the NYSE, it has indicated in a
letter dated March 29, 1995, approving the listing of additional shares of
common stock, that consideration is being given to the appropriateness of
continued listing of the Company's common stock. Management of the Company
intends to meet with representatives of the NYSE in April of 1995 in order to
discuss this matter. If the Company's common stock is delisted from the NYSE, it
could have a material adverse effect on the price and liquidity of the Company's
common stock.
13
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
(thousands of dollars except for per share amounts and Other Data)
1994 1993 1992 1991 1990
---- ---- ---- ---- ----
[-------------------Note 1-------------------]
<S> <C> <C> <C> <C> <C>
Operating Results:
Sales from Continuing Operations 30,539 26,024 22,248 22,933 19,620
Provision (Credit) for Restructuring 2,400 (68) 285 -- --
Loss from Continuing Operations before Taxes (4,784) (5,348) (3,524) (6,811) (497)
Loss from Continuing Operations, Net (4,784) (4,664) (3,189) (5,227) (334)
Income from Discontinued Operations, Net - 1,327 651 1,531 793
Net Income (Loss) (4,784) (3,337) (2,538) (3,696) 459
Income (Loss) Per Common Share:
Continuing Operations (.95) (1.76) (1.22) (2.02) (.12)
Discontinued Operations - .50 .25 .59 .28
Net Income (Loss) (.95) (1.26) (.97) (1.43) .16
- -----------------------------------------------------------------------------------------------------------------
Financial Position:
Current Assets 16,969 7,355 14,547 12,267 12,168
Current Liabilities 12,603 8,614 11,594 5,019 4,339
Working Capital 4,366 (1,259) 2,953 7,248 7,829
Net Property and Equipment 2,719 3,603 4,344 2,351 2,610
Total Assets 22,845 12,762 19,836 14,805 15,153
Shareholders' Equity 7,244 (546) 2,776 5,137 9,671
Common Shares Outstanding 8,108 2,661 2,646 2,588 2,602
Book Value per Common Share .89 (.21) 1.05 1.99 3.72
- -----------------------------------------------------------------------------------------------------------------
Other Data:
Number of Shareholders of Record 4,447 4,600 4,718 4,877 4,969
Number of Employees 334 315 458 368 379
Orders Received 30,326 18,805 31,592 20,064 24,656
Sales Backlog at Year-End 19,240 19,453 26,676 17,260 20,239
</TABLE>
Note 1 - Reclassified to reflect sale and discontinuation of operations (See
Note 4 of the Notes to Consolidated Financial Statements at Item 8, Part II of
this Form 10-K).
14
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
EAI's Results of Operations: 1994 compared to 1993
- --------------------------------------------------
During 1994, the Company's sales increased, gross profit increased, and
selling, general and administrative expenses declined. The Company's net loss
from continuing operations in 1994 was $2,384,000 before the non-recurring
provision for restructuring of $2,400,000, compared to $4,664,000 in 1993.
Sales of $30,539,000 in 1994 increased $4,515,000, or 17.3%, from sales of
$26,024,000 in 1993, resulting primarily from increased orders for contract
electronic manufacturing services from the Company's existing customers.
Cost of sales increased to $27,759,000 in 1994 primarily due to the
Company's increased level of sales. Cost of sales declined as a percentage of
revenue to 90.9% in 1994, compared to 93.5% in 1993. As a result, gross profit
increased to $2,780,000, or 9.1% of revenue, in 1994 compared to $1,680,000, or
6.5% of revenue, in 1993. The reduction in cost of sales as a percentage of
revenue resulted from cost reduction measures put in place during 1994,
consisting primarily of a 20% compensation reduction for substantially all
employees, facility expense reductions in the West Long Branch location
resulting from the Lease renegotiations, and insurance and consultant fee
expense reductions. The 20% compensation reduction for substantially all
employees was completely eliminated in January 1995, with employee compensation
levels returning to prereduction levels. This additional compensation expense
should be offset, in part, by the reduction in staff resulting from the
restructuring activities undertaken in December 1994 as discussed below.
Selling, general and administrative expenses decreased in 1994, both in
amount and as a percentage of revenue. Selling, general and administrative
expenses of $4,591,000 in 1994 declined from $7,000,000 in 1993. As a result,
selling, general and administrative expenses declined to 15% of revenue in 1994
from 26.9% of revenue in 1993. The decline resulted from a reduction in staff,
and the 20% compensation reduction for all employees and reduction in the
Company's use of business advisory consultants in 1994 as discussed above.
Interest income of $89,000 was recorded in 1994, reflecting investment
income from the proceeds of the Company's capital raising efforts, represented
primarily by the June Private Placement. Interest expense of $662,000 in 1994
increased $180,000 compared to $482,000 in 1993 and, as a percentage of revenue,
increased to 2.2% from 1.9% in 1993. The increase in interest expense reflects
both the increase in short-term interest rates during 1994, as well as an
increase in the balance of the Company's revolving credit facility to support
the greater sales volume during the year.
During the fourth quarter of 1994, in anticipation of the Company's
acquisition of Tanon, which is discussed below, the Company evaluated the
operating costs of its existing facilities and the strategy by which it would
combine its manufacturing operations and certain administrative operations with
those of Tanon. As a result, the Company decided to close or sell its
manufacturing facilities in Nogales, Sonora, Mexico, close its manufacturing
facilities in Tucson, Arizona, and to consolidate certain of the Company's
corporate headquarters and administrative operations with Tanon's operations in
Fremont, California, and recorded a non-recurring provision for restructuring of
$2,400,000. The provision was established to record the expense of closing the
Tucson facility, selling the Nogales facility, and eliminating approximately 170
positions in the Tucson, Nogales and West Long Branch facilities. The
restructuring activities are expected to be completed by the second quarter of
1995. The Company's management believes that the acquisition of Tanon,
combined with the restructuring activities undertaken in contemplation thereof,
will have a positive effect on the operations of the Company by increasing
sales, consolidating administrative functions and eliminating duplicate
expenses, and improving operating efficiencies for materials procurement and
management, however, no assurance can be given that such effects will be
experienced by the Company as a result thereof.
15
<PAGE>
EAI Results of Operations: 1993 compared to 1992
- ------------------------------------------------
Discontinued Operations. On June 30, 1993, the Company sold its Field
-----------------------
Service Division and discontinued the operations of its Product Engineering
Division. Accordingly, the 1992, 1991, 1990, and 1989 financial statements have
been reclassified to reflect these operations as discontinued. These decisions
were based upon several factors, the most prevalent of which was the desire to
focus the Company's resources upon the contract electronic manufacturing
business.
The buyer of the Field Service Division, Halifax Corporation ("Halifax"),
purchased all of the inventory and fixed assets and assumed certain liabilities
of that Division. The net book value of the assets sold was approximately
$1,700,000. In consideration for the sale of these assets, the Company received
$2,400,000 cash at closing, relief from $800,000 of liabilities which were
assumed by Halifax, and a deferred payment not to exceed $1,000,000 payable to
the Company at six month intervals by Halifax (the "Halifax Deferred Payment").
Halifax has acknowledged that the condition precedent with respect to the
Halifax Deferred Payment has been satisfied and, to date, it has paid $394,000
of the Halifax Deferred Payment. However, Halifax has also asserted that it is
entitled to a set-off of certain claims in the aggregate amount of approximately
$230,000 and has deposited $200,000 in escrow related to the payment due August
31, 1994. A reserve of $350,000, to reflect the present value of the expected
cash flows and contingencies related to the sale, was established in connection
with the Halifax Deferred Payment. At December 31, 1994, the reserve was
$240,000 reflecting a reduction of $110,000 since June 30, 1993. Other costs of
the transaction amounted to $450,000. As a result of this transaction, the
Company realized a pretax profit of approximately $1,700,000 which is included
in the Income from Disposition of Discontinued Operations.
As a result of the decision to discontinue the operations of the Product
Engineering Division, the Company recorded a charge of $250,000 principally for
severance costs. This charge has been recorded as Income from Disposition of
Discontinued Operations. In addition, in 1993, (i) the Company took a charge of
$107,000 for all penalty fees incurred under its Mellon Bank loan agreement,
(ii) a charge for the relocation of equipment, which had been taken in the year
ended December 31, 1992, was reversed to the extent of $68,000, (iii) a reserve
of $100,000 established in connection with the sale of the Company's Japanese
subsidiary was deemed to be no longer required and (iv) the Company renegotiated
the lease on its West Long Branch facility, as a result of which, the reserve
established for excess space in December 1991 was deemed to exceed the amount
required by $296,000 and was therefore reversed by such amount.
See Note 4 of the Notes to Consolidated Financial Statements at Item 8, Part
II of this Form 10-K for additional information regarding discontinued
operations.
Continuing Operations. In 1993, sales from continuing operations increased
---------------------
$3,776,000 or 17%. Of this increase $1,151,000 or 30% was due to the Milo
Acquisition (hereinafter defined) in May 1992. The revenue generated by the
Milo Acquisition contributed to the operating results of EAI for the full
fiscal year 1993.
Gross profit and margins of $1,680,000 representing 6.5% as a percentage of
revenue, for fiscal year 1993 declined from $2,863,000, representing 12.9% as a
percentage of revenue in 1992. Contributing to the decline for the year from
prior periods was continued pricing aggressiveness which resulted in higher
volume but lower margins. In addition, competitive price pressure and
manufacturing inefficiencies caused by increased lead times for surface-mount
components and the transfer of certain major projects from New Jersey to Arizona
also put downward pressure on margins.
Selling, general and administrative expenses increased $1,177,000 or 20% to
$7,000,000 in 1993 compared with $5,823,000 in 1992. The increase in selling,
general and administrative expenses was proportionate to the increase in sales
and, as a result, represented 26.9% and 26.2% of revenue in 1993 and 1992,
respectively. The Milo Acquisition contributed approximately $390,000 to the
increase. Furthermore, corporate administrative expenses were higher due to
legal and consulting fees, and penalty fees incurred in connection with
noncompliance with, and restructuring of the Mellon Credit Facility prior to its
retirement upon execution of the
16
<PAGE>
Congress Financial Loan Agreement. (See "EAI's Liquidity and Capital Resources:
1993" below.) Interest costs were $203,000 higher in 1993 than in 1992.
The net loss for 1993 increased $799,000 compared with 1992. The loss from
continuing operations (as described in Note 4 of the Notes to Consolidated
Financial Statements at Item 8, Part II of this Form 10-K) was $4,664,000
compared with $3,189,000 in 1992, resulting primarily from continued delays in
the timing and receipt of orders from customers.
During 1993, the Company renegotiated the lease (the "Lease") on its West
Long Branch, New Jersey facility. As a result of the 1993 negotiation, the
reserve established for excess space in December 1991 was determined to exceed
the amount required and was reversed to the extent of $519,000. The space
occupied by the Company was reduced by 88,000 square feet or approximately 52%
and the term of the Lease was extended from March 1999 to March 2006. The
Company currently occupies 81,000 square feet. The Company issued a warrant to
its landlord to purchase 130,000 shares of the Company's common stock at an
exercise price of $1.50 per share. The warrant is exercisable from August 4,
1995 through August 4, 1998. In return the Company received abatements totaling
approximately $2.7 million. Due to the trend toward miniaturization in the
electronics industry and changes in products that it produces for its customers,
as well as the sale and discontinuance of operations, the Company requires less
space than it did in prior years. The Company has reduced expenses on heat,
light and power due to the reduction in space occupied and has realized savings
of approximately $200,000 on an annual basis. In February 1994, the Lease was
further amended; the Company received a rent abatement of approximately $114,000
over the period February 1994 through March 1995. In consideration for the
amendments, the Company issued 100,000 shares of the Company's common stock to
its landlord. See "Properties" at Item 2, Part I of this Form 10-K and Note 2 of
the Notes to Consolidated Financial Statements at Item 8, Part II of this Form
10-K.
On May 29, 1992, the Company acquired certain assets of Milo Technologies,
Inc. ("MTI") and all of the outstanding stock of Milotec, a contract electronic
manufacturer with facilities in the state of Arizona and in Nogales, Sonora,
Mexico (the "Milo Acquisition"). The Company paid $900,000, consisting of
$300,000 cash, $100,000 of the Company's common stock and $500,000 in promissory
notes, of which $100,000 principal amount was payable in either cash or the
common stock of the Company at the Company's option. The acquisition was
accounted for by the purchase method. The operating results of the Milo
Acquisition are included in the Company's consolidated results of operations
from the date of acquisition. The purchase price was allocated to the assets
acquired and liabilities assumed based on their estimated fair value at the
acquisition date. The excess of the purchase price over the estimated fair value
of the assets acquired of $480,000 was recorded as goodwill to be amortized on a
straight-line basis over 40 years.
Tanon Acquisition
- -----------------
On January 4, 1995, the Company acquired Tanon, a privately-owned contract
electronic manufacturing firm, which provides services to original equipment
manufacturers. The Company intends to report the transaction as a purchase for
accounting purposes and, accordingly, the results of operations of Tanon will
be included in the consolidated financial statementsof the Company in 1995.
Tanon's manufacturing services consist primarily of theassembly of printed
circuit boards, the manufacturing and assembly of integrated electro-mechanical
systems and related engineering support.
Tanon's Results of Operations: 1994 Compared to 1993. Tanon's sales
----------------------------------------------------
of $50,735,000 in 1994 increased 29% from sales of $39,451,000 in 1993. The
increase in Tanon's revenue results primarily from turnkey assembly services in
which the Company procures some or all of the assembly components. Such projects
typically generate greater revenue and gross profit due to the cost of materials
related to these projects. The net loss of $155,000 in 1994 reflects primarily
the lower profit margin on revenues related to the materials management portion
of its turnkey assembly services.
The sales increase in 1994 reflected increased demand for Tanon's
turnkey and consigned contract electronic manufacturing and electro-mechanical
assembly services. During 1994, Tanon's gross profit declined to $3,251,000, or
6.4% of revenue, from $3,584,000 or 9.1% of revenue, in 1993, primarily due to
competitive
17
<PAGE>
pressure on profit margins relating to the materials portion of its business.
Management continually evaluates the margin on the material and labor portion of
its service revenues and is taking necessary action in an attempt to improve the
efficiency and cost of its materials management.
The Company's sales, general and administrative expenses increased
moderately to $2,768,000 in 1994 from $2,653,000 in 1993. However, as a
percentage of sales, selling, general and administrative expenses declined to
5.4% in 1994 from 6.7% in 1993 resulting primarily from a reduction in the
administrative and executive staff of Tanon and increased sales. Tanon continues
to focus on control of non-manufacturing expense in response to the lower than
expected gross profit on turnkey contract electronic manufacturing services.
Tanon's interest expense increased to $638,000 in 1994 from $408,000
in 1993 reflecting the increase in short-term interest rates throughout 1994 and
the increased balance of the Tanon's credit facility to support the greater
sales volume in 1994.
Tanon had total assets of $17,892,000 and total liabilities of
$14,604,000 at December 31, 1994, as compared with total assets of $14,131,000
and total liabilities of $12,633,000 at December 31, 1993.
Tanon's Results of Operations: 1993 Compared to 1992. Sales increased
----------------------------------------------------
to $39,451,000 in 1993 from $21,772,000 in 1992, primarily reflecting the
increased demand for Tanon's electro-mechanical assembly, turnkey and consigned
contract manufacturing services. During 1993, operating and administrative
facilities were consolidated and expanded in Fremont, California and experienced
executive officers were recruited in order to manage the increasing contract
service demands placed upon Tanon. The net loss of $222,000 in 1993 reflects
non-recurring expenses resulting from a facilities consolidation; had this
expense not been recorded, operating income would have been $931,000,
representing 2.4% of revenue, compared to $562,000, or 2.6% of revenue in 1992.
Sales of $39,451,000 in 1993 reflected substantial growth in
surface-mount assembly services, which revenue increased 94.4% to $34,800,000 in
1993 from $17,900,000 in 1992; electro-mechanical assembly revenue increased
21.1% to $4,600,000 in 1993 from $3,800,000 in 1992. As a result of the lower
margin on materials sales and the increased fixed expense associated with
expanded manufacturing facilities, the Company's gross margin declined to 9.1%
in 1993 from 10.7% in 1992.
Tanon's selling, general and administrative expenses increased
primarily as a result of recruiting experienced executives in the marketing,
finance, materials and manufacturing-quality disciplines, together with the
increase in facilities-related expense for expanded administrative operations.
Administrative expenses declined to 6.7% of revenue in 1993 from 8.1% of revenue
in 1992, reflecting the Company's focus to attain competitive expense levels as
revenues continue to grow.
In August 1993, Tanon consolidated its production and administrative
operations into one facility with 105,000 available square feet in Fremont,
California. Prior to that time, Tanon had operated 3 buildings with 71,000
available square feet in Milpitas, California. As a result of the consolidation,
Tanon recorded a non-recurring provision for moving expenses, retirement of
unamortized leasehold improvements and remaining lease payments for the vacated
facilities.
BarOn Acquisition
- -----------------
On January 16, 1995, the Company acquired a 25.01% equity interest
in BarOn and a right to acquire an additional 8.33% equity interest in BarOn,
a privately-owned Israeli corporation based in Haifa, Israel. BarOn is engaged
in the research and development of a computer input device that can directly
digitize handwriting in a variety of languages, from any surface. The Company
intends to account for this transaction as a purchase of a minority interest
using the equity method of accounting. Accordingly, the Company's investment
in BarOn and 25.01% equity interest in the results of BarOn will be included
in the consolidated results of the Company in 1995.
18
<PAGE>
BarOn is a development stage company which was formed in July 1992 and has
experienced losses of $978,000 and $310,000 for 1994 and 1993, respectively.
BarOn had total assets of $425,000, total liabilities of $334,000, and net
equity of $91,000 at December 31, 1994. BarOn has had no sales since its
formation.
As a result of the acquisition of a 25.01% equity interest in BarOn, the
Company and BarOn entered into a Manufacturing and Consulting Agreement, dated
January 16, 1995, pursuant to which the Company was granted a right of first
refusal to enter into manufacturing contracts with BarOn for the manufacture of
BarOn's products. The Company agreed to provide manufacturing consulting
services to BarOn when BarOn's products are manufactured by an independent third
party.
EAI's Liquidity and Capital Resources: 1994
- -------------------------------------------
Net cash used by operations of $4,342,000 in 1994 increased by $2,558,000
over cash used in operations in 1993 resulting primarily from the net loss and
increases in accounts receivable and inventories. Liquidity, as measured by cash
and cash equivalents, increased to $6,157,000 at December 31, 1994 from $64,000
at December 31, 1993. Liquidity, as measured by working capital, increased to
$4,366,000 at December 31, 1994 from a deficit of ($1,259,000) at December 31,
1993. The improvement in liquidity results primarily from the Company's capital
raising efforts throughout 1994. The Company's ability to generate internal cash
flow is derived primarily from the sale of the material and labor elements of
its contract electronic manufacturing services. During 1994, the revenue from
such services increased 17.3% to $30,539,000. Accounts receivable increased
$2,226,000 or 61.9% as compared to 1993, while inventory increased $1,395,000 or
45.2% as compared to 1993. Such increases in accounts receivable and inventory
were primarily due to the increase in sales orders placed during the fourth
quarter of 1994. The majority of the increase in accounts receivable in 1994
relates to one of the Company's major customers, which is a marginally
profitable enterprise and which is in process of introducing new products to its
market. The Company evaluates this receivable balance continually and maintains
constant dialogue with management of the customer. To date, the receivable
balance has been paid in accordance with terms established with the customer.
Management of the Company constantly evaluates inventory levels on hand with
respect to orders placed by customers and, if necessary, inventory amounts which
may become excess could be reduced by the sale or return of inventories to
suppliers, usage of inventories on alternative customers' assemblies or the
cancellation of purchase commitments with or without the payment of cancellation
penalties.
In January and February 1994, in order to conserve cash and reduce expenses,
the Company imposed a 20% decrease in pay on substantially all employees,
arranged for additional concessions from its West Long Branch landlord, deferred
certain debts and lease payments and arranged to raise capital as described
below.
Cash flows from financing and investment activities during 1994 amounted to
$13,192,000, resulting primarily from the issuance of the February Units in the
February Private Placement and the issuance of the June Units and exercise of
related Class C Warrants issued in the June Private Placement, net of reductions
in outstanding debt. The proceeds from these activities were used to acquire
Tanon and to purchase a 25.01% equity interest in BarOn, and to maintain cash
balances for working capital. The Company disbursed approximately $3,400,000 in
connection with the acquisition of Tanon which was consummated on January 4,
1995 (of which $1,400,000 was disbursed subsequent to year-end), and disbursed
approximately $4,700,000 in connection with the acquisition of a 25.01% equity
interest in BarOn which was consummated on January 16, 1995 (of which $4,200,000
was disbursed subsequent to year-end).
The loan agreement between the Company and its lender, Congress Financial
Corporation ("Congress") contains certain working capital and tangible net worth
covenants. At December 31, 1994, the Company exceeded the working capital
covenant by $9,090,000 and exceeded the tangible net worth covenant by
$7,744,000. As of December 31, 1994, the principal amount outstanding under
the Revolving Loan was $5,219,000, and the outstanding balance of the Term Loan
was $945,000, with additional borrowing availability of $268,000 under the
Congress Loan Agreement. See "EAI's Liquidity and Capital Resources: 1993."
19
<PAGE>
On August 4, 1994, the Company sold the assets of its discontinued Product
Engineering Division to a company organized by certain of its former employees.
The Company is a party to a contract with a Japanese company that may require
future performance. While the sale required an assignment and assumption of such
contract, the Company will be required to perform such contract following the
sale if additional orders are placed by the Japanese company and the purchaser
of the Product Engineering Division assets is unable to perform under such
contract. The Company's discontinuance and sale of the Product Engineering
Division, however, renders it more difficult for the Company to perform such
contract in such event. Due to the lack of any sales of the product covered by
the Japanese contract, management believes that it has little or no exposure
under such contract and such contract should not have a material adverse impact
on the Company's earnings or liquidity.
On August 11, 1994 the Company was informed by Halifax (the purchaser of the
Company's Field Service Division) that it is entitled to a set-off of certain
claims in the aggregate amount of approximately $230,000 and of its intention to
withhold the $200,000 installment of the Halifax Deferred Payment due to the
Company on August 31, 1994 as a result of such claims. The Company has denied
liability for such claims. At the date hereof, Halifax has deposited $200,000 in
escrow related to the payment due August 31, 1994 and approximately $6,000 of
the payment due on February 28, 1995, as required by its agreement with the
Company and both parties have entered into settlement discussions. The balance
of $194,000 of the payment due on February 28, 1995 was paid on schedule.
At March 31, 1995, the Company had accounts payable of approximately
$4,530,000 of which approximately $489,000 had been outstanding for over 90
days. This compares with $4,711,000 of accounts payable at December 31, 1994, of
which $426,000 had been outstanding for over 90 days. At December 31, 1993, the
Company had accounts payable of $3,674,000 of which $929,000 had been
outstanding for over 90 days.
Backlog at December 31, 1994 was $19,240,000, a decrease of $213,000 or 1%
from the balance of $19,453,000 at December 31, 1993. The backlog at both of
these dates did not include any orders from Data Switch Corporation or Whistler
Corporation, which were lost as customers in 1993. The Company does not believe
that the loss of either of them had a material adverse effect on the Company in
1994 and, although it is not possible to predict with certainty the effect of
losing the two customers indicated above, does not believe their loss will have
a material adverse effect on the Company in 1995 in view of its receipt of
larger orders from existing customers and orders received from new customers in
1994, and the prospects for receiving orders from existing and new customers.
In the first quarter of 1995, the Company made commitments for the purchase
of manufacturing equipment of approximately $2,000,000 for the West Long Branch
manufacturing facility and approximately $3,000,000 for the Fremont, California
manufacturing facility; neither the Company, nor Tanon prior to its acquisition
by the Company, made material additions to their capital equipment during 1994.
The Company intends to finance the capital equipment with financing arranged
through existing relationships with equipment lease financers, however, the
Company has not entered into any agreements or commitments for such equipment
lease financing.
As reflected in the accompanying financial statements, the Company has
incurred significant losses and had negative cash flows from operations in each
of the last three years. As discussed above, in contemplation of the Tanon
acquisition in January 1995, the Company had undertaken to restructure its
operations to reduce operating costs and improve operating results, which
restructuring is expected to be completed by the second quarter of 1995.
However, the continued operating losses experienced by the Company through
December 31, 1994 give rise to the need for additional working capital in the
near term to support the Company's existing operations and to support future
growth. As a result of the negative operating cash flow, the recurring
operating losses experienced by the Company in recent years, and the
consummation of the Tanon and BarOn acquisitions in January 1995, the Company
estimated that it would require between $2 million and $3 million of additional
equity or debt financing to meet its obligations through December 31, 1995.
Such capital requirement does not include EAI's commitment to use its best
efforts to make an investment in Tanon of up to $5,000,000 as contemplated by
the Tanon Acquisition Agreement, nor EAI's option to invest $2,000,000 in cash
in BarOn to acquire an additional 8.33% equity interest in BarOn (which would
give EAI an aggregate 33-1/3% equity interest in BarOn) as contemplated by the
Investment Agreement with BarOn. In the first quarter of 1995, the Company
initiated several actions to raise capital, including a private placement of
equity securities, and had also retained an investment bank to assist in its
efforts to raise additional capital.
20
<PAGE>
In addition, the Company is seeking additional debt financing through
existing relationships with commercial lenders. By April 14, 1995, the Company
had raised net proceeds of approximately $3,000,000 through the sale of 525,000
shares of its common stock at $5.85 per share in an offering exempt from the
registration provisions under the Securities Act of 1993, as amended. The number
of shares issued in this sale may increase without additional proceeds to the
Company in the event that 80% of the average market price of the Company's
common stock for the five day period ending forty days after the date of
closing is less than $5.85 per share. The Company intends to use the net
proceeds from this offering for working capital and to satisfy the final
$1,000,000 obligation for the purchase of a 25.01% equity interest in BarOn,
which is due on May 16, 1995. Although the Company's projections indicate that
operating losses and negative cash flows from operations will continue during
1995, management believes that its available cash, together with funds available
under its existing lines of credit, will enable the Company to meet its
obligations in the normal course of business during the next year.
The Company's business plan includes making certain additional investments
with respect to the Tanon and BarOn as a result of the acquisitions made in
January, 1995, which may require, among other things, additional cash resources
in excess of those presently available. The Class A and Class B warrants issued
in the February Private Placement, if exercised, could provide the Company with
additional capital of approximately $4,400,000, however, no assurance can be
given that any such warrants will be exercised. In addition, the Company is
presently in negotiations with its existing lenders to increase the
amount available under its revolving credit facilities and has engaged an
investment banking firm to assist in raising additional capital. There can be no
assurance that such additional borrowings or financing will be available.
Reference is made to "Legal Proceedings" at Item 3, Part I of this Form 10-K
for information concerning certain pending claims which could have an adverse
impact on the Company's income and cash flow. Reference is also made to Note 14
of the Notes to Consolidated Financial Statements at Item 8, Part II of this
Form 10-K for information concerning services provided by contract electronic
manufacturing to certain customers which are development stage or marginally
profitable enterprises or have highly leveraged capital structures.
Inflation has not had any significant impact on the Company's business to
date.
Although the Company does not believe its business is affected by seasonal
factors, the Company's sales and net income may vary from quarter to quarter,
depending primarily upon the timing of manufacturing orders and related
shipments to customers. The operating results for any particular quarter may not
be indicative of results for any future quarter.
Tanon Acquisition. On January 4, 1995, the Company acquired by merger Tanon
-----------------
pursuant to the Tanon Acquisition Agreement. At closing, the Company issued
1,538,462 shares of its common stock with an appraised value of $13,077,000 in
exchange for all the outstanding common stock of Tanon. In addition, as further
contemplated by the Tanon Acquisition Agreement (a) the Company invested
$2,000,000 in Tanon (which included the cancellation of Tanon's obligation to
repay the Tanon Loan), and (b) the Company has agreed to use its best efforts to
invest in, (or, at the Company's option, loan to) Tanon (in form and on terms
acceptable to the Company and its lenders) up to an additional $5,000,000,
subject to receipt by the Company of an acceptable operating plan. In connection
with the merger, Mr. Spalliero entered into an Employment Agreement with Tanon
and received a cash bonus of $300,000 at closing, and will be eligible to earn a
cash bonus of up to $750,000, payable to the extent earned, in equal
installments, during 1996, 1997 and 1998. Also, the Company loaned Mr.
Spalliero, the Chief Operating Officer of Tanon, $1,000,000 for a 30-month term
with interest fixed at the applicable Federal rate and accruing and due together
with principal at the end of the 30-month term. Such loan is non-recourse and
is secured solely with 192,300 shares of common stock of the Company acquired by
Mr. Spalliero upon consummation of the Tanon Acquisition Agreement. In addition,
upon closing, the Company indemnified Mr. Spalliero for certain outstanding
indebtedness of Tanon in the aggregate amount of $9,450,000 which had been
personally guaranteed by Mr. Spalliero.
Tanon has a revolving line of credit with a commercial bank in the amount of
$5,500,000 which is secured by accounts receivable and inventory. The line of
credit bears interest at the bank's prime rate plus 1.75%. The terms of the
credit agreement provide for covenants regarding the maintenance of working
capital, minimum net worth and debt-to-equity ratios, together with minimum
profitability requirements. The covenants, together with Tanon's compliance
therewith, at December 31, 1994 were: achieving tangible net worth of greater
than $1,268,000 which Tanon achieved with tangible net worth of $3,288,000;
achieving working capital greater than a deficit of ($250,000), for which Tanon
achieved $1,137,000 (excluding prepaid expenses); achieving a debt-to-equity
ratio no greater than 12.5 to 1, for which Tanon achieved 4.4 to 1; and
achieving profitability on a cumulative three-month basis, which Tanon achieved.
At December 31, 1994, Tanon had no unused lines of credit.
Tanon maintains a formal budgeting and forecasting model with a 12 month
future range. Based upon Tanon's anticipated operating margins, inventory turns
and backlog, each of which is based upon currently realized rates, management
expects break-even operating cash flow over the next 12 months on a stand alone
basis.
21
<PAGE>
BarOn Acquisition. On January 16, 1995, the Company acquired 25.01% of the
-----------------
ordinary shares of BarOn for a consideration of cash and shares of common stock
in the Company and a right to acquire an additional 8.33% of the ordinary shares
of BarOn. The Company acquired 8.33% of the 25.01% equity interest in BarOn from
certain shareholders of BarOn for $2,700,000 which was paid in cash at closing
on January 16, 1995. The balance of 16.68% was acquired from BarOn in exchange
for $3,000,000 in cash and 127,592 shares of common stock of the Company with an
estimated value of $1,000,000 payable as follows: (i) of such $3,000,000 cash
payment, $2,000,000 was paid at closing on January 16, 1995 in the form of
$1,500,000 in cash and the cancellation of BarOn's obligation to repay the
Company $500,000 pursuant to the terms of the BarOn Loan, and (ii) the
$1,000,000 balance due BarOn and the issuance and delivery of the 127,592 shares
of common stock of the Company are due and payable to BarOn the four month
anniversary of the closing on May 16, 1995. Pursuant to the terms of the
Investment Agreement with BarOn, BarOn is obligated to issue to the Company
ordinary shares to increase the Company's equity interest by 8.33%, which would
give the Company an aggregate equity interest of up to 33 1/3% of the
outstanding ordinary shares of BarOn, in the event that the Company elects to
make certain subsequent investments. The subsequent investments, which aggregate
$2,000,000 in cash and 255,183 shares of common stock of the Company with an
estimated value of $2,000,000, are at the option of the Company, which is
exercisable on the earlier of BarOn's reaching certain development milestones or
September 30, 1995. For a more thorough discussion of these transactions see
"Business - Subsequent Events" at Item 1, Part I of this Form 10-K.
EAI's Liquidity and Capital Resources: 1993
- -------------------------------------------
Working capital decreased $4,212,000 during 1993. The current ratio
decreased from 1.26 at the end of 1992 to .85 at the end of 1993. The change in
working capital and the current ratio resulted primarily from operating losses.
On June 30, 1993, the Company sold substantially all of the assets of its
Field Service Division and discontinued the operations of its Product
Engineering Division. The Company recorded a pretax profit of approximately
$1,700,000 from the sale of its Field Service Division and recorded a charge of
$250,000, attributable principally to severance costs, in connection with the
discontinuation of Product Engineering Division operations. The Company's 1992
Financial Statements have been reclassified to reflect such operations as
discontinued.
On August 13, 1993, the Company entered into a loan agreement (the "Congress
Loan Agreement") with Congress. The Congress Loan Agreement permits borrowings
of up to $8,250,000 (which amount was reduced to $7,500,000 upon repayment of
the Mezzanine Participation on August 12, 1994) comprised of a revolving
loan (the "Revolving Loan"), a term loan (the "Term Loan") and letters of
credit (collectively, the "Loans"). Borrowings under the Revolving Loan may
not exceed a specified borrowing base (the "Borrowing Base"). In addition,
Revolving Loan advances are limited to $8,250,000 less the amounts outstanding
under the Term Loan and letters of credit. The Borrowing Base consists of the
sum of (1) 80% of eligible accounts receivable, (2) 18% of certain raw material
inventory, and (3) 50% of raw material inventory designated for a particular
customer. Loans against inventory are limited to the lesser of (a) the
percentages identified in the previous sentence, (b) $3,000,000, or (c) 50% of
the outstanding loans against accounts receivable. All advances and eligibility
criteria under the Congress Loan Agreement are discretionary. The Company used
approximately $3,000,000 of proceeds from the new credit facility to retire
its loan with Mellon Bank.
The term of the Revolving Loan is three years, with one year renewals
thereafter. The principal amount of the Term Loan was $1,290,000 to be repaid in
monthly installments of approximately $21,500 over a term of five years. Both
the Revolving Loan and Term Loan bear interest at 2 1/4% over the CoreStates
Bank (an affiliate of Congress) prime rate. In addition, the Company must pay a
fee equal to 1/2% of the unused portion of the Revolving Loan plus amounts
borrowed under the letters of credit.
The Loan Agreement includes two financial covenants. The Company must
maintain a minimum tangible net worth of not less than negative $1,400,000
through and including September 30, 1994, negative $500,000 from October 1, 1994
through and including July 31, 1995 and positive $700,000 at all times on and
after August
22
<PAGE>
1, 1995 and it must maintain a minimum level of working capital at all times of
not less than $750,000 excluding amounts due to Congress. At December 31,
1993, the Company exceeded the tangible net worth covenant by $154,000 and
exceeded the working capital covenant by $1,087,000. The agreement further
provides that the Company report certain information to Congress on a daily or
other periodic basis.
Under the terms of the Congress Loan Agreement, Mezzanine Financial Fund,
L.P. ("Mezzanine") acquired a junior participation interest in the Loans in the
principal sum of $750,000 ("Mezzanine Participation"). Mezzanine obtained an
undivided interest in the collateral securing the Loans. In addition, the
Company granted Mezzanine a first priority security interest in the proceeds of
the Halifax Deferred Payment of $1,000,000. On August 12, 1994, the Company
repaid the principal and accrued interest under the Mezzanine Participation. The
principal amount of the Mezzanine Participation bore interest at the rate of 15%
per annum. In addition, the Company was obligated to pay an annual fee to
Mezzanine in an amount equal to 10% of the outstanding Mezzanine portion of the
Loans, but not less than $75,000 per year, payable annually and upon the
termination of the Loan Agreement, together with interest on the unpaid portion
of the fee, at the rate of 10% per annum. At Mezzanine's election, the fee was
payable to the extent of up to 150,000 shares of the Company's common stock
issuable on the basis of the lesser of $1.00 per share or the average closing
price of the Company's common stock for the 30 days prior to such election, with
any remaining portion of such fees payable in cash at an amount equal to 150% of
the balance. On July 18, 1994, Mezzanine elected to receive 75,000 shares of
common stock of the Company in full payment of its fee. Consequently, the
Company issued 75,000 shares of its common stock to Mezzanine on October 4,
1994.
In addition, on August 13, 1993, proceeds from the Congress Loan Agreement
were used to pay a $70,000 bonus due to Charles A. Milo under his 1992
Employment Agreement and to satisfy the balance of a note in the original
principal amount of $100,000 given by the Company in connection with the
purchase of MTI assets. The terms of a note in the initial principal amount of
$400,000 given by the Company in connection with the acquisition (the "MTI
Note") were amended to provide for 19 monthly installment payments of principal
and interest in the approximate amount of $19,926 each commencing August 15,
1993 with a final payment of $16,800 in March 1995. MTI agreed to the suspension
of such payments as of January 1994. At May 31, 1994, Mr. Milo, pursuant to
certain agreements converted the principal amount of the MTI Note ($338,366 at
that date) into February Units at $0.85 per unit.
Backlog at the end of 1993 for continuing operations was $19,453,000, a
decrease of $7,223,000 or 27% from the $26,676,000 reported at the end of 1992.
During 1993, the Company lost two customers who did not have orders with the
Company at December 31, 1993, and whose aggregate backlog amounted to
approximately $6.6 million at December 31, 1992.
In December 1990, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards ("SFAS") No. 106 - "Employers' Accounting for
Postretirement Benefits Other Than Pensions". SFAS No. 106 requires that the
expected cost of these benefits must be charged to expense during the years that
the employees render service. The Company adopted the new standard prospectively
effective January 1, 1993. At January 1, 1993, based on the substantive
postretirement benefit plan in effect at that date, the unfunded postretirement
benefit obligation (transition obligation) was estimated to be $1,978,000. The
Company elected to amortize this obligation over a 20-year period beginning in
1993.
In order to contain the cost of providing postretirement benefits, on
December 28, 1993, the Company notified retirees who worked through the date of
their normal retirement that the supplemental health insurance coverage
previously provided to employees over the age of 65 was terminated. The
termination of these benefits significantly reduced future postretirement
benefit costs and the transition obligation. The Company currently continues to
provide life insurance coverage to retirees eligible for those benefits.
Retirees that accepted an early retirement package, which included the Company's
health care program, currently continue to receive health insurance and life
insurance coverage. These benefits are subject to deductibles, copayment
provisions and other limitations and the Company may amend or change the plan
periodically. Based on the Company's current benefit policies on December 31,
1993, the Company reversed substantially all of the deferred transition
obligation initially recorded on January 1, 1993. The remaining liability for
expected postretirement benefits,
23
<PAGE>
included in accrued expenses, totaled $103,000 at December 31, 1993. This
liability will be adjusted periodically as new claims experience becomes
available. The total cost of postretirement benefits for covered individuals,
including retirees over 65, charged to income was $30,000 in 1994, $276,000 in
1993, and $247,000 in 1992. The Company does not fund this plan. (See also Note
11 of the Notes to Consolidated Financial Statements at Item 8, Part II of this
Form 10-K.)
24
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
ELECTRONIC ASSOCIATES, INC. AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE
December 31, 1994
<TABLE>
<CAPTION>
Page Number
<S> <C>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS................................................................ 26
FINANCIAL STATEMENTS:
Consolidated Balance Sheet as of December 31, 1994 and 1993......................................... 27
Consolidated Statement of Operations for the Three Years
Ended December 31, 1994............................................................................. 28
Consolidated Statement of Shareholders' Equity
for the Three Years Ended December 31, 1994......................................................... 29
Consolidated Statement of Cash Flows for the Three Years
Ended December 31, 1994............................................................................. 30
Notes to Consolidated Financial Statements.......................................................... 31
SCHEDULE:
II. Valuation Account................................................................................ 51
</TABLE>
Schedules other than that listed above are omitted as not being applicable
or required, or the required information is included in the accompanying
financial statements or related notes thereto.
25
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Electronic Associates, Inc.:
We have audited the accompanying consolidated balance sheet of Electronic
Associates, Inc. (a New Jersey corporation) and subsidiaries as of December 31,
1994 and 1993, and the related consolidated statements of operations,
shareholders' equity and cash flows for each of the three years in the period
ended December 31, 1994. These consolidated financial statements and the
schedule referred to below are the responsibility of the Company's management.
Our responsibility is to express an opinion on these consolidated financial
statements and schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Electronic Associates, Inc.
and subsidiaries as of December 31, 1994 and 1993, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 1994 in conformity with generally accepted accounting principles.
As discussed in Note 14, the Company is a party to certain environmental
claims the ultimate resolution of which cannot be determined at this time.
Accordingly, no provision has been made in the accompanying consolidated
financial statements for any liability that may result from the resolution of
these uncertainties.
Our audits were made for the purpose of forming an opinion on the basic
consolidated financial statements taken as a whole. The schedule listed in the
index to consolidated financial statements and schedule is presented for
purposes of complying with the Securities and Exchange Commission's rules and is
not part of the basic financial statements. This schedule has been subjected to
the auditing procedures applied in the audits of the basic consolidated
financial statements and, in our opinion, fairly states in all material respects
the financial data required to be set forth therein in relation to the basic
financial statements taken as a whole.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Roseland, New Jersey
April 14, 1995
26
<PAGE>
ELECTRONIC ASSOCIATES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
December 31, 1994 and 1993
(thousands of dollars, except per share data)
<TABLE>
<CAPTION>
1994 1993
-------- --------
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $6,157 $64
Receivables, less allowance of $207 in 1994 and $277 in 1993
for doubtful accounts (Note 1) 5,958 3,598
Inventories (Note 1) 4,178 3,083
Prepaid expenses and other assets (Note 4) 676 610
-------- --------
TOTAL CURRENT ASSETS 16,969 7,355
-------- --------
Equipment and leasehold improvements 7,472 7,712
Less accumulated depreciation (Note 1) (4,753) (4,109)
--------- ---------
2,719 3,603
-------- --------
Investment in affiliates (Note 4) 2,745 -
Intangible assets (Notes 3 and 4) - 830
Less accumulated amortization - (130)
------- ---------
- 700
--------- --------
Other assets (Note 4) 412 1,104
------- --------
$22,845 $12,762
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Current portion of long-term liabilities (Notes 3, 5 and 6) $ 5,933 $ 3,763
Accounts payable 4,711 3,674
Accrued expenses 1,959 1,177
-------- -------
TOTAL CURRENT LIABILITIES 12,603 8,614
-------- -------
Long-Term Liabilities:
Long-Term Debt (Notes 5 and 6) 690 1,820
Accrued excess leased space costs, less current portion (Note 3) 1,858 2,434
Other long-term liabilities 450 440
-------- ---------
TOTAL LONG-TERM LIABILITIES 2,998 4,694
------- --------
TOTAL LIABILITIES 15,601 13,308
------- --------
Commitments and Contingencies (Notes 4 and 14) - -
Shareholders' Equity (Deficit) (Notes 1, 2, 4, 7, 10, and 13) Preferred stock,
no par value; authorized 25,000,000 shares;
none issued - -
Common stock, no par value; authorized 25,000,000 shares; issued 8,326,056
shares in 1994 and 2,877,640 shares in
1993. 20,117 2,878
Additional paid-in capital - 4,661
Accumulated deficit since January 1, 1986 (12,398) (7,614)
--------- ---------
7,719 (75)
Less common stock in treasury, at cost: 218,476 shares in
1994 and 216,476 in 1993 (475) (471)
-------- ----------
TOTAL SHAREHOLDERS' EQUITY (DEFICIT) 7,244 (546)
-------- ----------
$22,845 $12,762
======== =========
</TABLE>
The accompanying notes are an integral part of these consolidate
financial statements.
27
<PAGE>
ELECTRONIC ASSOCIATES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
For the Three Years Ended December 31, 1994
(thousands of dollars, except per share
data)
<TABLE>
<CAPTION>
1994 1993 1992
---- ---- ----
(Note 4)
<S> <C> <C> <C>
Sales (Notes 1 & 4) $30,539 $26,024 $22,248
------------------- ------------------ ----------------
Cost of sales 27,759 24,344 19,385
Selling, general and administrative expenses 4,591 7,000 5,823
Nonrecurring (income)/expense items (Note 3) 2,400 (454) 285
------------------- ------------------ ----------------
34,750 30,890 25,493
------------------- ------------------ ----------------
Loss from operations (4,211) (4,866) (3,245)
Other (income) expense:
Interest income (89) - -
Interest expense 662 482 279
------------------- ------------------ ----------------
Loss from continuing operations before benefit for
taxes (4,784) (5,348) (3,524)
Income tax benefit (Note 9) - (684) (335)
------------------- ------------------ ----------------
Loss from continuing operations (4,784) (4,664) (3,189)
Discontinued Operations (Note 4)
Income from discontinued operations net of
applicable taxes of $176 in 1993 and $335 in 1992 - 341 651
Income from disposition of discontinued
operations net of $508 of applicable taxes - 986 -
------------------- ------------------ ----------------
Net loss ($4,784) ($3,337) ($2,538)
=================== ================== ================
Income (Loss) per common share:
Loss from continuing operations ($0.95) ($1.76) ($1.22)
Income from discontinued operations - $0.50 $0.25
------------------- ------------------ ----------------
Loss per common share ($0.95) ($1.26) ($0.97)
=================== ================== ================
Average common shares outstanding 5,052,480 2,646,575 2,621,032
=================== ================== ================
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
28
<PAGE>
ELECTRONIC ASSOCIATES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
For the Three Years Ended December 31, 1994
(thousands of dollars, except per share
data)
<TABLE>
<CAPTION>
Accumulated
Deficit
Additional Since
Paid-In January 1,
Common Stock Capital Treasury Stock 1986
---------------------------- ------------------------------
Shares Amount Shares Amount
-------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Balance, December 31, 1991 2,862,640 $2,863 $4,612 (275,100) $(599) $(1,739)
Net loss (2,538)
Issuance of Common Stock 47 58,624 128
Tax benefit -- AMT adjustment 2
- ------------------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 1992 2,862,640 2,863 4,661 (216,476) (471) (4,277)
Net loss (3,337)
Issuance of Common Stock 15,000 15
- ------------------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 1993 2,877,640 2,878 4,661 (216,476) (471) (7,614)
Net loss (4,784)
Private Placements of common
stock (Notes 2 and 7) 4,798,884 11,676
Debt Conversion (Notes 2 and 7) 398,042 338
Exercise of common stock options
(Note 7) 67,490 143
Other issuances of common stock
(Notes 3 and 5) 184,000 421
Purchase of treasury stock (2,000) (4)
Elimination of $1.00 par value 4,661 (4,661)
- ------------------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 1994 8,326,056 $20,117 $ - (218,476) $(475) $(12,398)
====================================================================================================================================
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
29
<PAGE>
ELECTRONIC ASSOCIATES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
For the Three Years Ended December 31,
1994 (thousands of dollars, except per
share data)
<TABLE>
<CAPTION>
1994 1993 1992
---- ---- ----
(Note 4)
<S> <C> <C> <C>
Cash Flows from Operating Activities:
Net Loss ($4,784) ($3,337) ($2,538)
Adjustments to reconcile net loss to net cash
used by continuing operations:
Income from discontinued operations - (1,327) (651)
Provisions (credit) for Restructuring (Note 3) 2,400 (68) 285
Depreciation and amortization 900 822 744
Provision for losses on accounts receivable 134 90 (14)
Cash provided (used) by changes in:
Receivables (2,494) 867 (519)
Inventories (1,395) 1,718 (724)
Accounts payable and accrued expenses 775 (1,871) 2,187
Accrued excess leased space costs (573) (856) (406)
Other operating items -- net 335 (889) 84
------- ------ -------
Net cash used by continuing operations (4,702) (4,851) (1,552)
Net cash provided (used) by discontinued operations 360 3,067 (602)
------- ------- --------
Net cash used by operations (4,342) (1,784) (2,154)
-------- -------- --------
Cash Flows from Investing Activities:
Capital (expenditures) sales - net (212) 1 (2,512)
Investment in affiliates (2,745) - -
Proceeds from sale of discontinued operations 200 2,400 -
Acquisition at cost, net of cash acquired - - (1,031)
-------- ------- --------
Net cash provided/(used) by investing activities (2,757) 2,401 (3,543)
-------- ------- --------
Cash flows from Financing Activities:
Net proceeds from private placements 11,676
Net borrowings (repayments) under line of credit 2,381 (1,087) 5,072
Issuance (repayments) of debt in connection with
acquisition - (164) 500
Payment of U.S. Government obligation - - (191)
Principal (repayments) borrowings of long-term
debt (1,008) 1,695 -
Proceeds from the exercise of stock options or
rights 143 - 75
Issuance of common stock in connection with
acquisition - - 100
Net repayments of short-term debt - (1,488) (110)
Other - 9 (39)
--------- -------- ---------
Net cash provided (used) by financing activities 13,192 (1,035) 5,407
--------- --------- --------
Net Increase (Decrease) in Cash and Cash Equivalents 6,093 (418) (290)
Cash and Cash Equivalents at Beginning of Period 64 482 772
-------- -------- --------
Cash and Cash Equivalents at End of Period 6,157 64 482
======== ======== ========
Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ 662 $ 544 $ 226
======== ======== ========
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
30
<PAGE>
ELECTRONIC ASSOCIATES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Electronic Associates, Inc. and subsidiaries ("EAI" or the
"Company") has been engaged solely in the business of providing contract
electronic manufacturing services to customers ranging from the assembly of
printed circuit boards to the complete procurement, production, assembly, test
and delivery of entire electronic products and systems. The Company, therefore,
provides services to act in part, or in whole, as the manufacturing function of
its customers. In January 1995, the Company acquired a contract electronic
manufacturer in Fremont, California, and a 25.01% interest in a privately-held
Israeli corporation, engaged in the research and development of an input device
for computers. (See Note 4)
Basis of Consolidation
- ----------------------
The consolidated financial statements include the accounts of
the Company and its wholly-owned subsidiaries. All material intercompany
balances and transactions have been eliminated in consolidation.
Statement of Cash Flows
- -----------------------
For purposes of reporting cash flows, cash and cash equivalents
include cash on hand and highly liquid marketable securities with original
maturities of three months or less. Non-cash investing and financing activities
during 1994 consisted of debt conversion into common stock ($338,000 - see Note
4), common stock issued for rent abatement ($306,000 - see Note 3), common stock
issued for loan fees ($75,000 - see Note 5), and common stock issued for
director compensation of $40,000.
Quasi-Reorganization and Par Value Elimination
- ----------------------------------------------
As of the close of business December 31, 1985, the Company
effected a quasi-reorganization whereby assets were restated to their estimated
current values, income postponed to future periods was reflected in
shareholders' equity and the accumulated deficit was transferred to additional
paid-in capital. Accumulated deficit reflects the Company's cumulative earnings
or losses since the quasi-reorganization. In May 1994, the shareholders of the
Company approved a proposal which eliminated the reference to the $1.00 per
share par value of the Company's common stock. Consequently, all amounts
formerly classified as additional paid-in capital are now classified as common
stock.
Revenue Recognition
- -------------------
The Company records sales as goods are shipped.
Inventories
- -----------
Inventories are stated at the lower of cost (which includes
material, labor and overhead) or market (net realizable value). Costs of such
inventories are determined using average actual costs.
31
<PAGE>
ELECTRONIC ASSOCIATES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
Inventories at December 31 consisted of:
<TABLE>
<CAPTION>
1994 1993
------ -----
(thousands of dollars)
<S> <C> <C>
Raw Materials $3,352 $2,079
Work-in-Process 826 1,004
------ ------
Total $4,178 $3,083
====== ======
</TABLE>
Equipment and Leasehold Improvements
- ------------------------------------
Equipment and leasehold improvements are stated at cost.
Depreciation and amortization are computed over the estimated
useful lives of the assets or term of the lease using the straight-line method.
When assets are retired or otherwise disposed of, the cost and
accumulated depreciation are removed from the accounts, and any resulting gain
or loss is reflected in income for the period. The cost of maintenance and
repairs is charged to income as incurred.
Research and Development
- ------------------------
Research and development costs, which are charged to income as
incurred, amounted to $54,000 in 1993 and $967,000 in 1992. No research and
development costs were incurred in 1994. Of the amounts spent in 1993 and 1992,
approximately $41,000, and $933,000 were reimbursed by a customer and were
incurred in connection with operations discontinued by the Company in 1993. (See
Note 4)
Reclassifications
- -----------------
Certain reclassifications were made to the 1993 presentation to
conform to the 1994 presentation.
2. OPERATIONS AND LIQUIDITY
In January and February 1994, in order to conserve cash, the
Company imposed a 20% decrease in pay on substantially all employees, arranged
for additional concessions from its West Long Branch landlord (Note 6), deferred
certain debts and lease payments and arranged for the capital infusions
mentioned below.
On February 4, 1994, the Company announced that it had closed a
sale of 1,200,000 units of securities (the "February Units") to a limited number
of investors in a private placement (the "February Private Placement"). This
private placement resulted in gross proceeds to the Company of $1,020,000 or
$0.85 per unit. Net proceeds to the Company totaled approximately $957,000.
Each unit sold in the February Private Placement consists of one
share of EAI Common Stock, one Class A Warrant entitling the holder to purchase
one share of EAI common stock at $1.00 per share and one Class B Warrant
entitling the holder to purchase one share of EAI common stock at $1.75 per
share.
32
<PAGE>
ELECTRONIC ASSOCIATES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
The Class A and Class B Warrants each have a term of four years.
The Class A Warrants may expire earlier as to 82% of the shares covered thereby
if the Company satisfies certain financial performance objectives. Purchasers of
the February Units have been granted certain demand and piggyback rights to have
the shares purchased and shares issuable upon exercise of the warrants
registered under the Securities Act of 1933.
In connection with the February Private Placement, Milo
Technologies, Inc. (MTI) (a company controlled by the former EAI President and
CEO), agreed that upon written notice by the holders of not less than 300,000
units issued in the February Private Placement, the Company's indebtedness,
incurred in connection with the acquisition of Milo Technologies, Inc. (See Note
4), in the outstanding amount of approximately $338,000 including accrued
interest, would be automatically converted into February Units on the basis of
$0.85 per Unit. On May 17, 1994 such notice was received and the Milo debt was
converted into 398,042 February Units at $0.85 per unit.
On May 31, 1994, the Company commenced a second private placement
(the "June Private Placement") of 2,500,000 units (the June Units) at a purchase
price of $2.75 per unit. Each June unit consisted of one share of common stock
and one Class C Warrant to purchase one share of common stock for $4.60 per
share until June 30, 1998. In August 1994, the Company completed the June
Private Placement in which the Company issued all 2,500,000 units for net
proceeds of approximately $5,900,000, after related fees, broker commissions,
and other offering expenses of approximately $975,000. In connection with the
June Private Placement, 250,000 unit warrants were issued to the placement agent
(which assigned such unit warrants to certain of its employees) to purchase
units which are exercisable at a price of $3.025 per unit, each unit consisting
of one share of EAI common stock and a Class C Warrant to purchase one share of
EAI common stock at a price of $4.60 per share. As required by the rules of the
New York Stock Exchange, the proposed issuance of the shares pursuant to this
June Private Placement was approved by the Shareholders of the Company at a
Special Meeting of Shareholders held on June 28, 1994. The final closing for the
June Private Placement took place on August 17, 1994.
On September 17, 1994, the Company called the Class C Warrants
for redemption. The redemption and/or exercise of Class C Warrants was completed
on December 23, 1994. Upon completion, 1,482,744 shares were issued in exchange
for net proceeds of approximately $6,600,000 after related redemption and other
offering expenses of approximately $229,000, of which approximately $4,800,000
of net proceeds was received through December 31, 1994, representing 1,098,883
shares. The 1,017,256 remaining Class C Warrants that were not exercised were
redeemed at $0.05 per share, for a total of $51,000 in redemption fees.
On April 14, 1995, the Company completed the sale of 525,000
shares of common stock at $5.85 per share for net proceeds of approximately
$3,000,000 in an offering exempt from the registration provisions under the
Securities Act of 1993, as amended. The number of shares issued in this sale
may increase without additional proceeds to the Company in the event that 80%
of the average market price of the Company's common stock for the five-day
period ending forty days after the date of closing is less than $5.85 per share.
As reflected in the accompanying financial statements, the
Company has incurred significant losses and had negative cash flows from
operations in each of the last three years. As discussed in Note 3, the Company
is implementing measures to reduce costs, including the closing or sale of its
Southwest operations in Tucson and Mexico, consolidation of its corporate
administrative functions with those of its newly acquired subsidiary, Tanon
Manufacturing Inc., and reduction of certain other administrative expenses.
The Company was successful in raising approximately $11,800,000 of capital
during 1994 and approximately $5,500,000 since the beginning of 1995 through
private placements and the exercise of warrants and options. Although the
Company's projections indicate that operating losses and negative cash flows
from operations will continue during 1995, management believes that its
available cash, together with funds available under its existing lines of
credit, will enable the Company to meet its obligations in the normal course
of business during the next year.
The Company's business plan includes making certain additional
investments with respect to Tanon and BarOn as a result of the acquisitions made
in January, 1995 (see Note 4), which may require, among other things, additional
cash resources in excess of those presently available. The Class A and Class B
warrants issued in the February Private Placement, if exercised, could provide
the Company with additional capital of approximately $4,400,000, however, no
assurance can be given that any such warrants will be exercised. In addition,
the Company is presently in negotiations with its existing lenders to increase
the amount available under its revolving credit facilities and has engaged an
investment banking firm to assist in raising additional capital. There can be no
assurance that such additional borrowings or financing will be available.
33
<PAGE>
ELECTRONIC ASSOCIATES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
3. NONRECURRING ITEMS
Nonrecurring items consists of the following:
<TABLE>
<CAPTION>
Charge (Credit)
1994 1993 1992
---- ---- ----
(thousands of dollars)
<S> <C> <C> <C>
(a) & (b) Provision (Credit) for Restructuring $2,400 $ (68) $ 285
(c) Charge for excess Leased Space Costs - (519) -
(d) Executive Severance and Recruitment - 133 -
Expenses ------- ------- -----
Total $2,400 $ (454) $ 285
====== ======= =====
</TABLE>
- ----------------------
<TABLE>
<CAPTION>
<S> <C>
(a) In December 1994, in contemplation of the acquisition of Tanon
Manufacturing, Inc., the Company committed to a plan to close or
sell its Southwest operations in Tucson, Arizona and Nogales,
Mexico. The Company also decided to substantially consolidate
its corporate administrative functions, currently being conducted
in West Long Branch, NJ, into Fremont, California. In connection
with these decisions, the Company recorded a $2,400,000
restructuring charge. This amount includes $618,000 related to
unamortized goodwill and other intangibles which were acquired
in connection with the 1992 acquisition of the Southwest
operations, $395,000 representing the present value of lease
commitments in Tucson, Arizona, $279,000 representing the book
value and disposal cost of abandoned equipment, $300,000 for
inventory which is not utilizable due to severed customer
contracts, $303,000 of contractual termination benefits for West
Long Branch and Southwest employees, $285,000 of executive
separation costs, $145,000 to be paid to a third party to assume
certain lease obligations of Milotec for the Nogales facility
and other closing costs with respect to the sale of Milotec and
its operations in Nogales, Sonora, Mexico and $75,000 of other
costs.
(b) The Company charged operating results $285,000 in December 1992
for estimated restructuring costs primarily related to its
contract manufacturing business. The charge included provisions
of $100,000 for costs associated with the relocation of machinery
and equipment from the Company's West Long Branch facility to its
Tucson, Arizona, facility and $185,000 to record severance pay
obligations for affected employees. During 1993, the Company
managed to limit the costs of the move to Tucson to only $32,000
and reversed $68,000 of the reserve established.
(c) During December 1991, the Company recorded a one-time pretax
charge of $4.6 million against 1991 operating results to cover
the costs of excess leased space. The charge reflected the net
present value of payments required to be made by the Company
during the remainder of the lease (prior to amendments to the
lease described below) for its West Long Branch facility, reduced
by estimated sublease rental income and was applicable to space
which the Company determined unlikely to be beneficially
employed during the period. The Company currently uses
approximately 81,000 square feet of the 169,000 square feet
originally available under the lease, which expires in 2006. On
September 17, 1993, the Company reached an agreement with the
landlord of its West Long Branch, New Jersey facility, to amend
its lease agreement which was further amended on February 2,
1994.
</TABLE>
34
<PAGE>
ELECTRONIC ASSOCIATES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
Under the terms of these amendments, EAI surrendered
approximately 52% of the space then occupied at that location and
agreed to issue 100,000 shares of common stock and warrants to
purchase 130,000 shares of common stock of EAI at a price of
$1.50 per share to the landlord. The 100,000 shares due to the
landlord were issued in 1994 and the $306,000 value of such
shares originally accrued has been reflected in common stock in
the accompanying consolidated balance sheet. In consideration for
this, the landlord granted rent abatements from 1993 to 1999
aggregating approximately $2.8 million. In addition the term of
the lease was extended to March 2006. The Company reevaluated the
excess leased space reserve originally established based on the
surrendered space, the estimated value of the common shares and
warrants, the rent abatements received and expected savings for
heat, light and power due to the smaller area to be occupied. As
a result, the remaining reserve established for excess space in
December 1991 was determined to exceed the amount required and
was reduced by $519,000 in 1993.
(d) See Note 12 for discussion of Executive Severance.
4. ACQUISITIONS AND DISPOSITIONS
Tanon Acquisition
- -----------------
On August 24, 1994, the Company signed a letter of intent
relating to a business combination with Tanon Manufacturing, Inc. (Tanon) of
Fremont, California. Tanon was a privately-held company which provides
electronic manufacturing services to original equipment manufacturers. Tanon's
manufacturing services include printed circuit board assemblies, integrated
systems manufacturing and engineering support. Under the letter of intent, the
Company was obligated to loan $2,000,000 to Tanon prior to December 31, 1994.
Pursuant to the letter of intent, on September 8, 1994, the Company entered into
a Business Loan Agreement with Tanon, pursuant to which the Company loaned Tanon
the principal sum of $1,000,000 ("Tanon Loan"). On December 30, 1994 in
contemplation of the Tanon acquisition, the Company purchased 265,957 shares of
common stock of Tanon (representing a 13.6% equity interest) for $2,000,000
comprised of conversion of the Tanon Loan to equity and $1,000,000 cash. Other
costs and expenses incurred in connection with the acquisition of the stock
amounted to approximately $202,000.
On January 4, 1995, pursuant to an Agreement and Plan of
Reorganization dated December 12, 1994 (the "Tanon Acquisition Agreement"), the
Company acquired Tanon. The Company intends to reflect the transaction as a
purchase for accounting purposes and, accordingly, the results of operations of
Tanon will be included in the consolidated financial statements of the Company
in 1995. Tanon was merged with a newly-formed wholly-owned subsidiary of the
Company and the Company issued 1,538,462 shares of common stock of the Company
with an appraised value of $13,077,000 for the remaining outstanding shares of
common stock of Tanon. In addition, the Company granted to certain optionholders
of Tanon in exchange for their options to purchase Tanon capital stock, options
to purchase approximately 201,000 shares of the Company's common stock at a
weighted average exercise price of $1.05 per share with an appraised value of
$1,383,000. As further contemplated by the Tanon Acquisition Agreement (a) the
Company invested $2,000,000, mentioned above, in Tanon and (b) the Company has
agreed to use its best efforts to loan to, or invest in, Tanon up to an
additional $5,000,000, subject to receipt by the Company of an acceptable
operating plan. In connection with the merger, the Company loaned Mr. Spalliero,
the Chief Operating Officer of Tanon, $1,000,000 for a 30-month term with
interest fixed at the applicable Federal rate and accruing and due together with
principal at the end of the 30-month term. Such loan is non-recourse and is
35
<PAGE>
ELECTRONIC ASSOCIATES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
secured solely with 192,300 shares of common stock of the Company acquired by
Mr. Spalliero upon consummation of the Tanon Acquisition Agreement.
In addition, upon closing, Mr. Spalliero and certain other
executives of Tanon received certain compensation, incentives and benefits.
Specifically, the Company granted to Mr. Spalliero at closing, incentive and
non-incentive stock options to acquire an aggregate of 350,000 shares of common
stock of the Company at an exercise price equal to fair market value with
respect to 305,000 shares and 110% of fair market value with respect to 45,000
shares, which options will vest proportionately over three years. Mr. Spalliero
also received a cash bonus of $300,000 at closing and will be eligible to earn a
cash bonus of up to $750,000, such bonus to be paid (to the extent earned, based
upon Tanon meeting certain goals) in equal installments during 1996, 1997 and
1998.
Also, upon closing, the Company indemnified Mr. Spalliero for
certain outstanding indebtedness of Tanon in the aggregate amount of $9,450,000,
which had been personally guaranteed by Mr. Spalliero.
BarOn Acquisition
- ------------------
On October 20, 1994, the Company signed a letter of intent to
acquire a one-third interest in BarOn Technologies, Ltd. ("BarOn"). BarOn is a
privately-held Israeli corporation based in Haifa, Israel, engaged in the
research and development of input devices for computers that can directly
digitize handwriting in a variety of languages, from any surface.
On January 16, 1995 (the "Closing Date"), the Company acquired
(i) 25.01% of the ordinary shares of BarOn for consideration with an estimated
value of $6,700,000 comprised of a $4,000,000 capital contribution to BarOn
($1,500,000 cash and the cancellation of BarOn's obligation to repay the Company
$500,000 pursuant to a previous business loan arrangement between the Company
and BarOn at closing, and $1,000,000 cash and 127,592 shares of common stock of
the Company with an estimated value of $1,000,000 to be delivered four months
from closing), and $2,700,000 paid to various shareholders of BarOn and (ii) an
option to acquire an additional 8.33% of the ordinary shares of BarOn for
$2,000,000 in cash and 255,183 shares of common stock of the Company with an
estimated value of $2,000,000. The option is exercisable on the earlier of
BarOn's reaching certain development milestones or September 30, 1995. In
addition, the Company has certain rights of first refusal to purchase additional
equity in BarOn, but not to exceed 49% of BarOn's issued and outstanding
ordinary stock. The Company intends to account for this transaction as a
purchase of a minority interest using the equity method of accounting,
accordingly, the Company's investment in BarOn and 25.01% equity interest in the
results of BarOn will be included in the consolidated results of the Company in
1995.
The excess of the purchase price over the estimated fair value of
the net assets acquired in the Tanon acquisition in the amount of $10,597,000
will be amortized on a straight-line basis over 20 years. The excess of the
purchase price over the estimated fair value of EAI's 25.01% equity interest in
the net assets of BarOn in the amount of $6,012,000 has been determined to be in
process research and development with no alternative future use and,
accordingly, will be charged to expense in the first quarter of fiscal 1995.
This charge has not been reflected in the unaudited pro forma summary detailed
below. Other acquired intangibles will be amortized over their estimated
economic lives. The $2,400,000 restructuring charge discussed in Note 3 is also
excluded from the pro forma results. The purchase price allocation for both
acquisitions is based on preliminary estimates of the fair value of net assets
acquired and is subject to adjustment as additional information becomes
available during fiscal 1995. The pro forma loss per common share for 1994
reflects the issuance of 1,239,130 shares of common stock of the Company to
finance the BarOn Acquisition as if such shares had been issued on January 1,
1994.
36
<PAGE>
ELECTRONIC ASSOCIATES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
These shares are based on a portion of the Class C Warrants exercised in
December, 1994 at $4.60 per warrant (Note 2) to arrive at proceeds of $5,700,000
necessary to finance the BarOn Acquisition.
The following unaudited pro forma summary presents the
consolidated results of operations as if the Tanon and BarOn acquisitions
occurred on January 1, 1994 and does not purport to be indicative of what would
have occurred had the acquisitions actually been made as of such date or of
results which may occur in the future.
<TABLE>
<CAPTION>
1994
----
(thousands of dollars, except per share data)
<S> <C>
Sales $81,274
Net Loss (3,617)
Loss Per Common Share (.45)
</TABLE>
Milo Technologies Acquisition
- -----------------------------
On May 29, 1992, the Company completed the acquisition of a
contract manufacturing business with facilities in Tucson, Arizona and Nogales,
Sonora, Mexico. The Company acquired certain assets of Milo Technologies, Inc.
and all of the outstanding stock of Milotec S.A. De C.V. for a total
consideration of $900,000. The acquisition was accounted for by the purchase
method. In connection with the restructuring discussed in Note 3, the Company
expects to sell its interest in Milotec S.A. De C.V. and is planning to shut
down the plant in Tucson, Arizona. The estimated loss on this sale and shut-down
is included in the restructuring charge. (See Note 3)
Disposition of Field Service and Product Engineering
- ----------------------------------------------------
On June 30, 1993, the Company sold its Field Service Division and
discontinued the operations of its Product Engineering Division. Accordingly,
the 1992 financial statements have been reclassified to reflect these operations
as discontinued. These decisions were based upon several factors, most prevalent
of which was the desire to focus the Company's resources upon the contract
manufacturing business.
The Buyer of the Field Service Division purchased all of the
inventory and fixed assets and assumed certain liabilities of the Division. The
net book value of the assets sold was approximately $1,700,000. In consideration
for the sale of these assets the Company received approximately $4,200,000
consisting of $2,400,000 cash at closing, $800,000 of liabilities assumed by the
Buyer and a deferred payment not to exceed $1,000,000. A reserve of $350,000, to
reflect the present value of the expected cash flows and contingencies related
to the sale, was established in connection with the deferred payment. Other
costs of the transaction amounted to approximately $450,000. As a result of this
transaction, the Company realized a pretax profit of approximately $1,700,000
which is included in income from disposition of discontinued operations in the
accompanying consolidated statement of operations. The accounts receivable of
this Division which amounted to approximately $2,500,000 have substantially been
collected.
37
<PAGE>
ELECTRONIC ASSOCIATES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
On August 11, 1994, the Company was informed by Halifax
Corporation (the purchaser of the Company's Field Service Division) that it is
entitled to a set-off of certain claims in the aggregate amount of approximately
$230,000 and of its intention to withhold the $200,000 payment due to the
Company on August 31, 1994 as a result of such claims. The Company, has denied
liability for such claims. At the date hereof, Halifax has deposited $206,000 in
escrow related to the payment due August 31, 1994 and a portion of the payment
due March 31, 1995 as required by its agreement with the Company and Halifax and
the Company have entered into settlement discussions. Management of the Company
believes that the net receivable from Halifax, included in the accompanying
consolidated balance sheet, is realizable.
As a result of the decision to discontinue the operations of the
Product Engineering Division, the Company recorded a charge of approximately
$250,000, principally for severance costs which is included in the income from
disposition of discontinued operations for 1993.
5. NOTES PAYABLE AND LINE OF CREDIT
Notes payable at December 31 consists of the following:
<TABLE>
<CAPTION>
1994 1993
---- ----
(thousands of dollars)
<S> <C> <C>
Milo Note $ - $ 336
Congress Financial Corporation revolving loan facility 5,219 2,838
Congress Financial Corporation term loan 945 1,203
Loan from Mezzanine Financial Fund - 750
------ -----
6,164 5,127
Current Portion 5,474 3,307
------ ------
Long-term Debt $ 690 $1,820
====== ======
</TABLE>
Milo Note
- ---------
This note, issued in connection with the Acquisition of Milo
Technologies in 1992, was converted into common stock and warrants in May 1994.
(See Note 2).
Congress Financial Revolving and Term Loan Facility
- ---------------------------------------------------
On August 13, 1993, the Company closed a credit facility (the "Loan
Agreement") with Congress Financial Corporation ("Congress Financial"), an
affiliate of CoreStates Financial Corporation. The facility permits borrowings
of up to $7,500,000 comprised of a revolving loan (the "Revolving Loan"), a term
loan (the "Term Loan") and letters of credit (collectively, the "Loans").
Borrowings under the Revolving Loan may not exceed a specified borrowing base
(the "Borrowing Base"). In addition, revolving loan advances are limited to
$7,500,000 less the amounts outstanding under the Term Loan and letters of
credit. The Borrowing Base consists of the sum of 1) 80% of eligible accounts
receivable, 2) 18% of certain raw material inventory, and 3) 50% of raw material
inventory designated for a particular customer. Loans against inventory are
limited to the lesser of (a) the percentages identified in the previous sentence
(b) $3,000,000 or (c) 50% of the outstanding loans against accounts receivable.
All advances and eligibility criteria under the Loans are discretionary.
38
<PAGE>
ELECTRONIC ASSOCIATES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
The term of the Revolving Loan is three years, with one year renewals
thereafter. The principal amount of the Term Loan was $1,290,000 to be repaid in
monthly installments over a term of five years. Both the Revolving Loan and Term
Loan bear interest at 2-1/4% over the CoreStates Bank prime rate. In addition,
the Company must pay a fee equal to 1/2% of the unused portion of the Revolving
Loan plus amounts borrowed under the letter of credit facility.
The Loan Agreement includes two financial covenants. The Company must
maintain a minimum tangible net worth of not less than negative $500,000 from
October 1, 1994 through and including July 31, 1995 and positive $700,000 at all
times on and after August 1, 1995 and it must maintain a minimum level of
working capital (as defined) at all times of not less than $750,000 excluding
amounts due to Congress Financial. The agreement further provides that the
Company report certain information to Congress on a daily or other periodic
basis.
The Loan Agreement also provides for letters of credit or similar
financial accommodations to be issued on behalf of the Company in an amount up
to $1,000,000. Letters of credit advances reduce the amount which may be
borrowed under the Revolving Loan and are subject to the Borrowing Base limits.
Substantially all of the assets of the Company and the stock of
Milotec S.A. De C.V., are pledged as collateral to secure the credit facility.
In addition, Milotec has guaranteed the Company's obligations under the Loan
Agreement.
Mezzanine Financial Fund
- ------------------------
In August 1994, the Company paid off the remaining balance of the
Mezzanine Financial Fund Loan with proceeds from the June Private Placement (See
Note 2). Fees of $75,000 due to Mezzanine were satisfied by the issuance of
75,000 shares of the Company's common stock at Mezzanine's election.
6. LEASES
Operating Leases
- ----------------
The Company leases its West Long Branch facility under a lease which
expires in 2006. The monthly rent thereon, as of April 1, 1995 is approximately
$110,000, monthly abatements will be approximately $47,000, yielding a net
monthly rent of $63,000, plus the payment of taxes, repairs, maintenance
replacements and utilities. The lease agreement provides for increases in rental
payments on each April 1, through the year 1999 based upon the increase in the
Consumer Price Index with a minimum and maximum range of 3% to 6-1/2%.
Thereafter, the rent will be adjusted based on market rates for similar
facilities. During 1993 and 1994 the Company negotiated amendments to the lease
which provide for $2.8 million of rent abatements over 5.5 years. See Note 3 for
details of Amendments to Lease Agreement.
In addition, the Company currently leases its manufacturing facility
in Tucson, Arizona from Mr. Milo who was President and Chief Executive Officer
of the Company. The current monthly rent is $15,235.
The Company also entered into a lease for various manufacturing
equipment during 1994. The lease term is for 5 years and provides an option to
purchase the equipment for its fair value.
39
<PAGE>
ELECTRONIC ASSOCIATES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
The majority of the other lease commitments have been made under
standard office leases which have initial terms ranging from two to five years.
The aggregate minimum lease commitments under all noncancelable
leases for continuing operations as of December 31, 1994, amounted to
$3,941,000; $1,044,000 in 1995; $969,000 in 1996; $851,000 in 1997; $829,000 in
1998 and $248,000 in 1999. Rent expense amounted to $1,395,000 in 1994;
$1,761,000 in 1993; and $1,565,000 in 1992. A portion of the lease commitments
relating to the West Long Branch and Tucson facilities have been accrued as
described in Note 3.
7. STOCK OPTIONS AND WARRANTS
1972 Employee Stock Option Plan
- -------------------------------
As of December 31, 1994, 1,422,728 shares of common stock were
reserved for issuance to employees under the Company's 1972 Employee Stock
Option Plan (1972 Employee Plan). Incentive stock options are granted to
substantially all employees at either the fair market value on the date of grant
or 85% of the fair market value of EAI common stock at the date of grant and
usually become exercisable over a four-year period commencing one year after
being granted. The Board of Directors may grant non-qualified options at its
discretion for less than fair market value. The Board of Directors may at its
discretion determine the option vesting period.
1991 Directors Plan
- -------------------
A Stock Option Plan for Non-Employee Directors (Directors Plan) was
approved by the Company's shareholders in 1991. This plan has been terminated by
the Board of Directors and replaced by the 1994 Stock Option Plan for
Non-Employee Directors, but outstanding options under the 1991 Plan may still be
exercised.
1994 Stock Option Plan for Non-Employee Directors
- -------------------------------------------------
In March 1994, the EAI Board adopted and in May 1994 the shareholders
approved the Company's 1994 Stock Option Plan for Non-Employee Directors ("The
Directors Plan"). In 1994, options to purchase 260,000 shares were granted at
the fair market value of EAI stock. The Plan was approved based upon a variety
of factors including the reduction in amount and subsequent suspension of
payment of fees payable to non-employee directors of the Company, the
significant commitment of time required from members of the Board to address the
issues arising out of the financial difficulties experienced by the Company in
recent periods and the importance to the Company and its shareholders of
attracting and retaining the services of experienced and knowledgeable
independent directors.
The aggregate number of shares of common stock reserved for issuance
under the 1994 Stock Option Plan is 400,000 shares. Under the terms of the plan,
each person who is an Eligible Director on March 10, 1994, (the "Effective
Date") and each person who becomes an Eligible Director thereafter will be
granted an option to purchase 50,000 shares of Common Stock. An additional
option to purchase 10,000 shares of common stock will be granted to the
individual serving as the Chairman of the Board on the Effective Date and to
each person who serves as the Chairman of the Board thereafter.
40
<PAGE>
ELECTRONIC ASSOCIATES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
1994 Incentive Plan
- -------------------
On May 17, 1994, the Board of Directors adopted the Company's Equity
Incentive Plan (the "Equity Incentive Plan"), which was approved by the
shareholders of the Company at the Special Meeting of Shareholders held on June
28, 1994. The EAI Board of Directors believes that the Equity Incentive Plan
will provide a method whereby certain directors, officers, employees and
consultants can share in the long-term growth of the Company. On May 17, 1994,
options to purchase 1.8 million shares were granted to five non-employee
directors, each with exercise prices equal to the fair market value of the
Company's common stock. In order to encourage participants to contribute to such
growth, the Board has included a provision in each option issued under the
Equity Incentive Plan which provides that such option may not be exercised until
the expiration date of such option unless the average of the high and low
trading prices of the Company's common stock equals or exceeds $6.00 per share
for 10 consecutive trading days following the effective date of the Plan. In
September, 1994 this milestone was achieved when the stock price traded above
$6.00 for more than 10 days.
Wall Street Group Options
- -------------------------
On June 28, 1994, the Board of Directors granted the Wall Street Group
an option to purchase 100,000 shares of the Company's common stock which vest
ratably over 1 year at a price of $4.56 in consideration of services to be
provided to the Company. Such options were granted at fair value. The estimated
fair value of these options is being charged to expense over the vesting period.
Waterton Group, LLC Options
- ---------------------------
On October 20, 1994, the Board of Directors granted to the Waterton
Group, LLC options to acquire 200,000 shares of the Company's common stock,
exercisable 50% on the first anniversary of the date of grant and 50% on the
second anniversary at an exercise price of $7.70, which is equal to 110% of the
closing price of the Company's common stock on the date of grant. The Board
also granted additional options which will be issued on October 20, 1995 to
acquire 200,000 shares of the Company's common stock, exercisable 50% on the
first anniversary and 50% on the second anniversary of the October 20, 1995
issue date, at an exercise price equal to 110% of the closing price of the
Company's common stock on October 20, 1995.
Such options were granted in consideration for services to be provided
to the Company. The Company will charge to expense the estimated fair value of
these options over the related vesting periods.
Broad Capital Associates Options
- --------------------------------
On April 27, 1995, the Company granted to Broad Capital Associates,
options to acquire 375,000 shares of common stock, exercisable 33-1/3% on the
date of grant, 33-1/3% on the first anniversary, and 33-1/3% on the second
anniversary of the April 27, 1995 date of grant at an exercise price of
$8.1875 per share which is equal to the fair market value on the date of grant.
Such options were granted in consideration for services to be provided
to the Company. The Company will charge to expense the estimated fair value
of these options over the related vesting periods. These options are not
reflected in the summary below.
Class A and Class B Warrants
- ----------------------------
In connection with the February Private Placement and the Milo Note
Conversion, there are 1,598,042 Class A Warrants and 1,598,042 Class B Warrants
outstanding as of December 31, 1994. Each class A Warrant entitles the holder to
purchase one share of the Company's common stock at $1.00 per share and each
Class B Warrant entitles the holder to purchase one share of the Company's
common stock at $1.75 per share. At December 31, 1994, the Company had reserved
3,196,084 Common Shares for the Class A and Class B Warrants.
Irwin L. Gross Warrants
- -----------------------
The Company entered into an agreement with Irwin L. Gross in March 1994
pursuant to which Mr. Gross will provide consulting services and financial
advice, for a term of five years ending March 1999. In consideration for such
services Mr. Gross received a warrant to purchase 262,000 shares of the
Company's common stock exercisable 50% on the first anniversary and 50% on the
second anniversary of the grant at a price of $2.77 per share until March 21,
1999. The closing price of the Company's common stock on the date of grant was
$3.25, as reported on the NYSE. The estimated fair value of the warrants is
being charged to expense over the vesting period.
41
<PAGE>
ELECTRONIC ASSOCIATES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
Neidiger/Tucker/Bruner, Inc. Unit Warrants
- ------------------------------------------
In connection with services rendered to the Company for the June
Private Placement, the Company granted Unit Warrants to the investment banking
firm of Neidiger/Tucker/Bruner, Inc. (NTB Warrants). The NTB Warrants entitle
the holders to purchase 250,000 units at $3.03 per unit. Each unit consists of
one share of common stock and a Class C Warrant. On July 10, 1999, 62,650 Unit
Warrants will expire and on August 16, 1999, 187,350 Unit Warrants will expire
(see above). At December 31, 1994, the Company had reserved 500,000 shares of
the common stock for this purpose.
Other Warrants
- --------------
At December 31, 1994, the Company had certain other warrants
outstanding for issuance of shares of common stock under certain circumstances.
All such warrants were issued in prior years and are included in the summary of
outstanding warrants below.
In March, 1995 an officer of the Company was granted options to acquire
400,000 shares of Common Stock of the Company at the fair value of the Company's
Common Stock at the date of grant exercisable over a period of five years. These
options are not reflected in the summary below.
A summary of activity in the various stock option plans discussed above
and a summary of warrants outstanding at December 31, 1994 follow:
42
<PAGE>
ELECTRONIC ASSOCIATES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
<TABLE>
<CAPTION>
Stock Option Plans
------------------
Option Price Available
1972 Employee's Stock Option Plan Per Share Outstanding Exercisable For Grant
- --------------------------------- ----------- ----------- ----------- ---------
<S> <C> <C> <C> <C>
December 31, 1991, Balance $1.88-5.69 242,800 115,300 260,418
Options Granted 3.25 126,800 - (126,800)
Became Exercisable - - 101,875 -
Options Exercised 2.25-3.06 (25,000) (25,000) -
Options Cancelled 2.25-4.50 (125,700) (125,700) 125,700
--------- --------- --------- -------
December 31, 1992, Balance 1.88-5.69 218,900 66,475 259,318
Options Granted 1.13-1.69 152,000 - (152,000)
Options Returned 2.25-5.69 (179,300) (179,300) 179,300
Became Exercisable - - 128,950 -
----------- ----------- --------- -----------
December 31, 1993, Balance 1.13-3.56 191,600 16,125 286,618
Options Granted 2.00-6.28 921,601 - (921,601)
Options Authorized - - - 1,000,000
Became Exercisable - - 453,519 -
Options Exercised 1.13-3.56 (55,490) (55,490) -
Options Returned 1.13-6.28 (70,875) (70,875) 70,875
----------- ---------- ---------- --------
December 31, 1994, Balance $1.13-6.28 986,836 343,279 435,892
========== ========= ========= =========
1991 Directors Plan
December 31, 1994, Balance $1.50-3.12 6,000 3,000 -
========== ========== ========= ==========
1994 Stock Option Plan For $3.25-4.37 260,000 - 140,000
========== ========= ========== =========
Non-Employee Directors
1994 Incentive Plan $ 4.44 1,800,000 1,800,000 1,200,000
- ------------------- =========== ========= ========= =========
Wall Street Group Options $ 4.56 100,000 - -
- ------------------------- ============ ========= ========== =========
Waterton Group LLC Options $ 7.70 200,000 - -
- -------------------------- ============ ========= ========== =========
Total all Plans $1.13-7.70 3,352,836 2,146,279 1,775,892
============ ========= ========= =========
</TABLE>
43
<PAGE>
ELECTRONIC ASSOCIATES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
Warrants Outstanding
--------------------
<TABLE>
<CAPTION>
Exercise Price
Per Warrant Outstanding
------------ -----------
<S> <C> <C>
Warrants
- --------
Class A Warrants $ 1.00 1,598,042
Class B Warrants 1.75 1,598,042
Gross Warrants 2.77 262,000
Neidiger/Tucker/Bruner, Inc. Unit Warrants 3.03 250,000
Neidiger/Tucker/Bruner, Inc. Class C Warrants 4.60 250,000
Public Utility Warrants 6.00 300,000
185 Monmouth Parkway 1.50 130,000
Norcross Warrants 1.00 50,000
----------- ---------
Total Warrants outstanding $1.00-6.00 4,438,084
=========== ==========
</TABLE>
44
<PAGE>
ELECTRONIC ASSOCIATES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
8. SAVINGS PLAN
The Company has a 401(k) Savings Plan whereby eligible employees may
voluntarily contribute up to 8% of annual compensation, or the maximum allowed
as determined by the Internal Revenue Code. Employee contributions are matched
50% by the Company up to a maximum of 4% of employee compensation. The Company
can also make an additional contribution which is at the discretion of the Board
of Directors and was 1% of employee compensation for 1992. No additional
contributions were made in 1994 or 1993. Company contributions amounted to
$48,000 in 1994; $100,000 in 1993; $291,000 in 1992. Payments upon retirement or
termination of employment are based on vested amounts credited to individual
accounts.
9. INCOME TAXES
The Company accounts for income taxes in accordance with the provisions
of Statement of Financial Accounting Standards ("SFAS") No. 109 - "Accounting
for Income Taxes", which the Company adopted on January 1, 1993. The adoption of
the new standard did not have any impact on the Company's financial statements.
As of December 31, 1994, the Company had a net operating loss
carryforward for tax purposes of approximately $23.4 million ($7.3 million
expiring in 1999, $2 million expiring in 2002, $3.1 million expiring in 2007,
$6.2 million expiring in 2008 and $4.8 million expiring in 2009) that may be
applied to reduce future taxable income. A limitation on the ability to utilize
a portion of the Company's net operating loss carryforwards may result if future
stock ownership changes exceed certain thresholds as defined in Section 382 of
the Internal Revenue Code of 1986. In addition, the Company has investment tax
credit and research activity credit carryforwards as of December 31, 1994 of
approximately $240,000 and $849,000, respectively. As a result of the
quasi-reorganization, the benefits of these carryforwards, as well as the net
benefit of book-tax basis differences, existing at January 1, 1986, are credited
to additional paid-in capital when they reduce taxable income, rather than being
reflected in the statement of operations.
Because of the uncertainties related to the future realization of the
deferred tax asset of $9.1 and $7.4 million at December 31, 1994 and 1993,
respectively, the Company has established a valuation allowance of $9.1 and $7.4
million at December 31, 1994 and 1993, respectively.
There was no U.S. Federal income tax benefit for 1994, 1993 or 1992
since these benefits were fully used in 1991.
10. LOSS PER COMMON SHARE
Losses per common share were computed based on the weighted average
number of common shares outstanding. Shares issuable upon the exercise of stock
options and warrants have not been included in per share computations, because
their impact would have been antidilutive in each year. The weighted average
number of shares used in the computation of earnings (loss) per share was
5,052,480 in 1994, 2,646,575 in 1993, and 2,621,032 in 1992.
45
<PAGE>
ELECTRONIC ASSOCIATES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
11. POSTRETIREMENT BENEFITS
In December 1990, the Financial Accounting Standards Board issued SFAS
No. 106 - "Employers' Accounting for Postretirement Benefits Other Than
Pensions". SFAS No. 106 requires that the expected cost of these benefits be
charged to expense during the years that the employees render service. The
Company adopted the new standard prospectively effective January 1, 1993. At
January 1, 1993, based on the substantive postretirement benefit plan in effect
at that date, the unfunded postretirement benefit obligation (transition
obligation) was estimated to be $1,978,000. The Company elected to amortize this
obligation over a 20-year period beginning in 1993.
In order to contain the cost of providing postretirement benefits, on
December 28, 1993, the Company notified retirees who worked through the date of
their normal retirement that the supplemental health insurance coverage
previously provided to employees over the age of 65 was terminated. The
termination of these benefits significantly reduced future postretirement
benefit costs and the transition obligation. The Company currently continues to
provide life insurance coverage to retirees eligible for those benefits.
Retirees that accepted an early retirement package, which included the Company's
health care program, currently continue to receive health insurance and life
insurance coverage. These benefits are subject to deductibles, copayment
provisions and other limitations and the Company may amend or change the plan
periodically. Based on the Company's current benefit policies on December 31,
1993, the Company reversed substantially all of the deferred transition
obligation initially recorded on January 1, 1993. The remaining liability for
expected postretirement benefits, included in accrued expenses, totaled $72,000
and $103,000 at December 31, 1994 and 1993, respectively. This liability will be
adjusted periodically as new claims experience becomes available. The total cost
of postretirement benefits for covered individuals, including retirees over 65,
charged to income was $30,000 in 1994, $276,000 in 1993, and $247,000 in 1992.
There were no postretirement benefit costs in 1994. The Company does not fund
this plan.
12. EXECUTIVE SERVICES AND SEVERANCE AGREEMENTS
On February 2, 1995, pursuant to negotiations which had been commenced
in November, 1994, Charles A. Milo submitted his formal resignation as
President, Chief Executive Officer and Director. At that time, the Company
executed an agreement with Mr. Milo which specifies among other things, the
forgiveness of the $160,000 note due the Company; payment of a $50,000 bonus,
continuation of salary and benefits to March 31, 1995; and payment of $10,000
fee for services to be rendered in connection with the closure of the Company's
Mexican facility. The charges are reflected in the restructuring charge
disclosed in Note 3.
On November 15, 1993, Richard G. Rogers submitted his resignation as
President, Chief Executive Officer and Director. At that time the Company
entered into an Executive Services Agreement with Mr. Rogers which terminated
pursuant to its terms in March 1994 upon Mr. Rogers' reemployment with another
entity. Under the agreement, as amended, Mr. Rogers received 15,000 shares of
common stock upon the cancellation of previously granted stock options, the
assignment of a term life insurance policy and an aggregate amount of $94,615,
which has been paid.
Officers of the Company have agreements that provide for payments of
salary and continuance of certain employee benefits in the event that there is a
change in control of the Company and the occurrence
46
<PAGE>
ELECTRONIC ASSOCIATES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
of certain other conditions as defined therein. As of December 31, 1994, the
amount for which the Company would be obligated under such agreements was
approximately $160,000.
13. PREFERRED STOCK PURCHASE RIGHTS
Pursuant to a Shareholder Rights Plan, there is one preferred stock
purchase right outstanding for each outstanding share of common stock. Under
certain conditions, each right may be exercised to purchase one one-hundredth
share of a new series of participating preferred stock at an exercise price of
$11, subject to adjustment. The rights may only be exercised commencing ten days
after a public announcement that a party acquired or obtained the right to
acquire 15% or more of the Company's common stock (except in a transaction
directly with the Company which the Board of Directors determines is in the best
interests of the shareholders) or ten days after commencement of a tender or
exchange offer the consummation of which would result in ownership by a party of
15% or more of the Company's common stock. The rights, which do not have voting
rights, expire in 1998 and may be redeemed by the Company at a price of $0.01
per right at any time prior to their expiration or the acquisition of 15% of the
Company's common stock. In the event that a party acquires 15% or more of the
Company's common stock, in a transaction not approved by the Board of Directors,
each other holder of a right shall have the right to receive that number of
shares of common (or, in certain circumstances, common stock equivalents) of the
Company, which would have a value of twice the exercise price of the right, and
in addition, the Board of Directors, at its option, may exchange each right
(other than rights held by the acquiring party) for one share of common stock
(or common stock equivalents). In the event that the Company is acquired in a
merger or other business combination transaction after the rights become
exercisable, each holder of a right shall have the right to purchase, at the
exercise price, that number of shares of common stock of the acquiring company
which would have a value of twice the exercise price of the right. The Plan will
not become effective if 80% or more of the Company's stock is acquired in an all
cash tender offer meeting certain conditions.
14. CONTINGENCIES
The Company has been notified by the United States Environmental
Protection Agency (EPA) that EPA considers the Company to be one of the parties
potentially responsible for costs incurred to date by the EPA in taking
corrective action, for future cleanup costs, and for other possible damages in
connection with a superfund site in New Jersey. As of March 1992, EPA claimed to
have incurred costs of $17.8 million and estimates that the costs of the
remaining remedial work will be in the range of $70-$100 million. Information in
EPA's files suggests that EPA is likely to assert that one shipment of waste,
allegedly generated by EAI and presumed to constitute less than one-quarter of
1% of the total liquid waste allegedly released at the site, was delivered to
the site in 1973. The Company has notified its comprehensive general liability
insurers of EPA's potential claim. Because of the long period of time between
the alleged delivery of waste and the notification of claim, coverage may be the
responsibility of more than one insurer. One insurer, which covered occurrences
during five of the fifteen years, has responded and reserved rights. This
insurer has not denied coverage, but has sought to limit its responsibility to a
one-third share which it claims corresponds to its share of the fifteen-year
time period during which the alleged release took place. This insurer has
continued to pay one-third of the Company's defense costs, and although the
Company believes that it is entitled to coverage, it remains to be determined on
what basis this insurer will contribute to any settlement or judgment. The
insurer for the remaining years has denied coverage on grounds which the
47
<PAGE>
ELECTRONIC ASSOCIATES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
Company believes are without merit under New Jersey law and it now appears very
unlikely that such insurer will meet its obligations without litigation.
Nonetheless, EAI has asked for reconsideration of its position and is awaiting a
response.
In October 1992, an action was instituted in the Superior Court of New
Jersey, Monmouth County, against EAI, certain other defendants and each of their
respective insurance carriers by Lemco Associates, L.P., a limited partnership
(Lemco). Lemco's claim involves real property in North Long Branch, New Jersey
that was once owned and used for manufacturing purposes by EAI and others. The
property is now owned by Lemco. In its complaint, Lemco alleges that (i) the
property is contaminated with hazardous substances and groundwater contamination
exists; (ii) the contamination is the result of the activities undertaken at the
site by the defendants, including EAI; and (iii) the property requires extensive
remedial work to clean up the contaminants in the soil and to protect against
the potential threat of migration of contaminants to neighboring properties. The
complaint states that in connection with a proposed sale of the property by
Lemco, the New Jersey Department of Environmental Protection and Energy (the
DEPE) required Lemco to perform or agree to perform certain activities at the
site which included site characterization, remediation of all contamination and
removal of underground storage tanks. Lemco further asserts that the DEPE has
mandated that before Lemco can transfer title to the property, a cleanup must be
performed in order to restore the site to an environmentally sound condition.
Lemco also alleges that it has incurred, and continues to incur, substantial
costs and expenses in characterizing and remediating the environmental
contamination allegedly created by the defendants. Lemco's claims include, among
others, (i) common law causes of action involving ultrahazardous activity and
abnormally dangerous activity, (ii) failure to comply with certain environmental
statutes, including the New Jersey Environmental Cleanup Responsibility Act, the
New Jersey Underground Storage of Hazardous Substance Act and the New Jersey
Spill Compensation and Control Act, (iii) failure to disclose the contamination
and presence of certain underground storage tanks, (iv) failure to properly
comply with underground storage tank regulations, and (v) breach of an implied
covenant of good faith and fair dealing. In its complaint, Lemco seeks
compensatory, consequential and incidental damages in unspecified amounts as
well as declaratory relief stating that defendants are liable for all future
damages resulting from the alleged contamination and compelling the defendants
to indemnify Lemco for all damages sustained by Lemco. In addition, Lemco seeks,
among other things, indemnification from any and all claims and suits brought
against Lemco by any governmental entity or private party for costs of cleanup
or damages resulting therefrom. In December of 1992, EAI filed an answer to the
complaint denying the allegations made by Lemco and asserting numerous defenses
to such allegations. In addition, EAI made cross-claims for contribution and
indemnification against all co-defendants to the extent of any liability that
EAI may suffer as a result of this matter and a counterclaim against Lemco which
identifies Lemco as a party responsible for the alleged contamination and seeks
contribution and indemnification from Lemco for any damages that may be incurred
by EAI. In January of 1993, EAI filed a third party complaint against certain
named and other unidentified entities, primarily former tenants or operators at
the site during EAI's ownership, seeking contribution and indemnification for
any costs and damages that EAI may suffer as a result of Lemco's claims. Prior
to the institution of the action by Lemco, EAI notified its insurance carriers
of the potential claim related to this matter. At that time, the insurers
declined to pay current defense costs and reserved their rights. One insurer has
since agreed, subject to a reservation of rights, to pay its proportionate
share; however, no agreement yet exists as to what constitutes its proportional
share. The Company expects to continue to pursue its demand for coverage from
the presently known insurers and will vigorously pursue its coverage. Discovery
is ongoing in this litigation. By letter dated March 30, 1995, Lemco has
provided the Company with a statement of its remediation costs to date, as well
as an estimate of future remediation costs associated with the contamination
for which it seeks recovery in this action. Specifically, Lemco claims that it
48
<PAGE>
ELECTRONIC ASSOCIATES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
has expended approximately $424,000 in remediation costs, including fees for
legal oversight and consultation. It further estimates that its future
remediation costs will amount to approximately $4,900,000. Such amount is
included in a report made by Lemco's environmental consultants based on their
current assessment of the extent of contamination and the method and period
required to complete the remediation. At this time, the Company and its
environmental consultants have not evaluated the information recently received
from Lemco nor has any independent analysis of the site been performed to
determine the appropriateness of Lemco's claim and of the estimated cost of
remediation. Investigation of this matter is ongoing; therefore, it is not
possible to predict its outcome at this time. No reserve has been established in
the accompanying financial statements for the cost of remediation, if any, which
may be attributable to the Company.
On April 5, 1994, Stephen Pudles, a former Director of Marketing and
Sales of the Company, filed an action in Superior Court of New Jersey, Law
Division, County of Ocean. The complaint states that (i) Mr. Pudles voluntarily
resigned his position with the Company; (ii) subsequent to his resignation he
agreed to continue to work for the Company for a specified period of time; and
(iii) an oral agreement was reached between Mr. Pudles and the former President
of the Company providing for certain compensation to be paid by the Company to
Mr. Pudles during such period. Mr. Pudles' complaint alleges that (1) the
Company breached its oral agreement with Mr. Pudles by refusing to pay the
agreed upon compensation to him; (2) the Company made negligent
misrepresentations in inducing Mr. Pudles to enter into such oral contract; and
(3) that the Company defrauded Mr. Pudles. The suit requests compensatory
damages and $1 million in punitive damages from the Company. On May 19, 1994,
the Company filed an answer to the complaint denying the allegations and
demanding a judgment dismissing the suit based upon several defenses, including
estoppel, unclean hands, and the fact that the plaintiff sustained no damage. In
as much as this matter is in its initial stages and discovery has not yet
commenced, it is not possible to predict its outcome at this time.
The Company's contract manufacturing business provides services to a
variety of customers some of which are development stage or marginally
profitable enterprises or which have a highly leveraged capital structure. In
connection with providing its services the Company extends credit to customers,
invests in inventories to supply product scheduled for delivery and enters into
contractual commitments for the purchase of materials. The Company evaluates
each customer's creditworthiness with regard to the amount of credit it is
willing to extend and investment risk it is willing to assume. The Company may
require collateral or conditional commitments from the customer such as standby
letters of credit and financial guarantees in connection with assuming such
credit or investment risk. The amount and nature of the collateral or
commitments is based on management's evaluation of the customer's
creditworthiness, together with competitive circumstances. To date the Company
has had a favorable credit experience with the aforementioned types of
customers.
As of December 31, 1994 and 1993, the Company had the following amounts
outstanding for accounts receivable, inventories and purchase commitments
related to contracts with customers that are development stage or marginally
profitable enterprises or whose capital structure was highly leveraged. If
necessary, these amounts could be reduced through the sale or return of
inventories to suppliers, alternative usage of inventories and cancellation of
purchase commitments with or without the payment of cancellation penalties. One
customer accounted for 95% of the total of such items at December 31, 1994,
while one customer accounted for 100% at December 31, 1993.
49
<PAGE>
ELECTRONIC ASSOCIATES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
<TABLE>
<CAPTION>
December 31,
-----------
1994 1993
---- ----
(thousands of dollars)
<S> <C> <C>
Accounts Receivable $2,290 $ 687
Inventories 895 557
Purchase Commitment 855 278
------ ------
Total $4,040 $1,522
====== ======
</TABLE>
50
<PAGE>
ELECTRONIC ASSOCIATES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
Sales to Major Customers
- ------------------------
<TABLE>
<CAPTION>
1994 1993 1992
---- ---- ----
(thousands of dollars)
<S> <C> <C> <C>
Contract Manufacturing (three customers in
1994, four customers in 1993 and three
customers in 1992) $20,928 $18,257 $13,372
======= ======= =======
</TABLE>
51
<PAGE>
ELECTRONIC ASSOCIATES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
15. QUARTERLY FINANCIAL DATA (Unaudited)
Summarized quarterly financial data for the years ended December 31,
1994 and 1993 are as follows:
<TABLE>
<CAPTION>
Calendar Quarter
First Second Third Fourth
----- ------ ----- ------
(thousands of dollars except for per share amounts)
<S> <C> <C> <C> <C>
1994
- ----
Net sales, continuing operations $5,377 $8,313 $8,801 $8,048
Gross profit, continuing operations 315 1,013 1,448 4
------- ------- -------- ----------
Income (Loss) from continuing operations (661) (211) 4 (3,916)
Income from discontinued operations
net of applicable taxes
Income from disposition of discontinued
operations net of applicable taxes - - - -
-------- ------- -------- ----------
Net income (loss) $(661) $(211) $ 4 $(3,916)
======== ======= ======== ==========
Income (Loss) per common share:
Loss from continuing operations $ (.19) $ (.05) $ (-) $ (.56)
Income from discontinued operations
- - - -
-------- -------- -------- ---------
Income (Loss) per common share $ (.19) $ (.05) $ (-) $ (.56)
======== ======= ======== ========
1993
- ----
Net sales, continuing operations $ 7,474 $ 7,067 $ 5,931 $ 5,552
Gross profit (loss), continuing operations 976 378 352 (26)
-------- ------- -------- ---------
Loss from continuing operations (1,062) (816) (1,005) (1,781)
Income from discontinued operations
net of applicable taxes 235 106 - -
Income from disposition of discontinued
operations net of applicable taxes - 964 5 17
-------- ------- -------- ----------
Net income (loss) $ (827) $ 254 $(1,000) $(1,764)
======== ======= ======== ==========
Income (loss) per common share:
Loss from continuing operations $ (.40) $ (.31) $ (.38) $ (.67)
Income from discontinued operations .09 .41 - -
-------- ------- ------ ----------
Income (loss) per common share $ (.31) $ .10 $ (.38) $ (.67)
======== ======= ====== ==========
</TABLE>
52
<PAGE>
ELECTRONIC ASSOCIATES, INC. AND SUBSIDIARIES
SCHEDULE II - VALUATION ACCOUNT
For the Three Years Ended December 31, 1994
(thousands of dollars)
<TABLE>
<CAPTION>
Charged
Description Balance at (Credited) Balance
- ----------- Beginning to Costs and at End of
of Period Expenses Deductions(1) Period
--------- --------- ----------- -------
<S> <C> <C> <C> <C>
1994
Allowance for doubtful accounts $277 $134 $(204) $207
==== ==== ====== ====
1993
Allowance for doubtful accounts $253 $ 90 $(66) $277
==== ===== ===== ====
1992
Allowance for doubtful accounts $303 $(14) $(36) $253
==== ===== ===== ====
</TABLE>
(1) Write-off of uncollectible accounts
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
This item is not applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth certain information concerning the directors
and executive officers of the Company.
<TABLE>
<CAPTION>
Name Age Position with the Company
---- --- -------------------------
<S> <C> <C>
Joseph R. Spalliero(3) 48 Director; President and Chief Executive
Officer
Irwin L. Gross(2)(3) 51 Chairman of the Board of Directors
Bruce P. Murray(1) 49 Director
G. Corson Ellis(1)(2) 66 Director
Jules M. Seshens(1)(3) 50 Director; Vice President, Corporate Development
Seth Joseph Antine 27 Director
Michael M. Michigami 47 Director
Jonathan R. Wolter 44 Treasurer and Vice President, Finance
</TABLE>
- ----------------
(1) Member of Compensation Committee
(2) Member of Audit and Finance Committee
(3) Member of Nominating Committee
The following information with respect to the current and past five years'
business experience and directorships has been furnished to the Company by each
of the directors and executive officers.
Joseph R. Spalliero was elected a Class III director of the Company in
January 1995 following the Company's acquisition of Tanon. Mr. Spalliero
was also elected President and Chief Executive Officer of the Company in April
1995, and also serves as Chief Operating Officer of Tanon. Mr. Spalliero was
formerly the Chairman and President of Tanon prior to the Company's acquisition
of Tanon. Joseph Spalliero has over twenty-five years of management experience
of increasing responsibilities in the manufacturing industry having produced a
variety of electronics products. He founded Tanon Manufacturing, Inc. twelve
years ago and served as its Chairman and CEO since inception. Mr. Spalliero
was previously Vice President of Operations at Cronus Precision Products which
produced a broad range of precision watches. Prior to Cronus, Mr. Spalliero
held several positions with manufacturing responsibilities for Intersil
Corporation, Fairchild Semi Conductor and Teledyne Corporation.
Irwin L. Gross was elected a director of the Company in March 1994 to fill a
Class II vacancy, and was elected as Chairman of the Board of Directors in April
1995. Since May 1984, Mr. Gross has served as Chairman of the Board of Directors
of ICC Technologies, Inc. ("ICC"), a public company which owns a 50% interest
in a joint venture partnership formed with Engelhard Corporation in February
1994 which is engaged in the business of designing, manufacturing and marketing
environmentally beneficial and energy efficient, desiccant cooling systems
(the "Engelhard -
53
<PAGE>
ICC Joint Venture Partnership"). Mr. Gross is also President and Chief
Executive Officer of ICC and the Chief Executive Officer of the
Engelhard - ICC Joint Venture Partnership. Mr. Gross served on the Board of
Directors of Powerspectrum Inc., a private company involved in
telecommunications from 1992 to July 27, 1993. From January 1982 to May 1984,
Mr. Gross was employed in various capacities by International Mobile Machines
Corporation, a publicly-held company engaged in the development of
telecommunications systems and computer security devices, in which company he
served as Executive Vice President from January 1982 until October 1983 and as
Director for Corporate Development from October 1983 until April 1984. From 1968
to 1982, he was a practicing attorney in Philadelphia, Pennsylvania. He holds a
Bachelor of Science degree in Accounting from Temple University, Philadelphia,
Pennsylvania, and a Juris Doctor degree from Villanova University, Villanova,
Pennsylvania.
Bruce P. Murray was elected a director of the Company in February 1994 to
fill a Class III vacancy. He served as Chairman of the Board from February 1994
through January 1995. He has been President of The Bannock Burn Group, Ltd., a
management consulting firm, since April 1987. Mr. Murray received his B.S.
degree from the United States Merchant Marine Academy and his M.S. degree from
Rensselaer Polytechnic Institute.
G. Corson Ellis was elected to the Company's Board of Directors in 1990,
is a Class II director, and is Chairman of the Compensation Committee and a
member of the Audit and Finance Committee. He served as Chairman of the Board of
Keptel, Inc. (a manufacturer of telecommunications, test and transmission
equipment), Tinton, Falls, New Jersey, from 1986 to March, 1994. Mr. Ellis
served as Chairman of the Board of Kessler-Ellis Products Co. (a manufacturer of
electrical and electronic counting, timing and industrial control equipment),
Atlantic Highlands, New Jersey, since 1962, and Chairman of Ellis/Kuhnke
Controls Co. (a manufacturer of pneumatic timers, timing valves and controls),
Atlantic Highlands, New Jersey, since 1972. Mr. Ellis is a graduate of Yale
University and attended the University of Chicago Graduate School of Business.
Jules M. Seshens was elected a director of the Company in May 1994 to fill a
Class I vacancy. Mr. Seshens was also elected Vice President, Corporate
Development of the Company in April 1995. He has been an independent
venture capitalist/entrepreneur since May 1982 in the computer,
telecommunications, energy services and environmental services industries. He
has served as President of The Best Company, an environmental services company,
from 1989 to 1992; Corporate Vice President of Marketing and Sales for ICC from
1985 to 1989; and Executive Vice President of General Data Systems, Ltd., a
company engaged in providing consulting and computer-based products and services
from 1982 to 1985. From May 1969 until May 1982, Mr. Seshens was employed by
COMSHARE, Inc., an international computer services company, in various
management positions, including Vice President and General Manager of the
Microcomputer Division from July 1981 to May 1982 and, prior to that, as Vice
President and General Manager of the Telephone/Telecommunications Industries
Division. Mr. Seshens holds both a Bachelor of Science Degree and Master of
Business Administration Degree from Temple University, Philadelphia,
Pennsylvania.
Seth Joseph Antine was elected a director of the Company in May 1994 to fill
a Class I vacancy. Since April 1993 he has been an independent financial
consultant with an office in New York, New York. From January 1991 until April
1993, Mr. Antine was President of Gotham Food Corp., an owner and operator of
several restaurants in New York, New York. From January 1990 until January 1991
Mr. Antine was an accountant with Laventhol & Horwath. From December 1985 until
December 1989 Mr. Antine was a student at Touro College, New York, New York, and
received a B.S. degree in accounting from Touro College in December 1989.
Michael M. Michigami joined the Company as its President, Chief Executive
Officer, and a Class II director in March 1995. On April 13, 1995, Mr.
Michigami ceased to be President and Chief Executive Officer of the Company and
remains a director of the Company. From 1992 to 1994, Mr. Michigami was
Chairman of the Board and Chief Executive Office of Digital Microwave
Corporation, an
54
<PAGE>
international designer, manufacturer and marketer of wireless telecommunications
systems and services. From February 1991 until May 1992, Mr. Michigami had his
own acquisition and consulting services firm. From 1989 to 1991, Mr. Michigami
was President, Chief Executive Officer, and a director of Datapoint Corporation,
a global designer, manufacturer and marketer of computer network systems and
services. He holds a B.A. degree in psychology from Trinity College and an
M.B.A. degree from the Wharton School. Mr. Michigami is a trustee of Trinity
College, Hartford, Connecticut.
Jonathan R. Wolter was elected Treasurer and Vice President, Finance in
January 1995 following the Company's acquisition of Tanon. Mr. Wolter also
serves as the Chief Financial Officer of Tanon. Mr. Wolter joined Tanon
in December 1993 and was most recently the Corporate Controller of Failure
Analysis Associates, Inc., an international engineering firm, for three and one
half years during which time the company completed its successful initial public
equity offering. Prior to this, Mr. Wolter was Vice President and Treasurer of
First Republic Bancorp, Inc., a public company in San Francisco, a position he
held for three years. From 1975 through 1986, he was employed by Arthur Andersen
& Co. most recently as a senior audit manager. Mr. Wolter earned his BS degree
from the University of California at Berkeley in 1975 after serving in the US
Air Force. He is a Certified Public Accountant.
The Board of Directors is divided into three classes, each of which serves
for three (3) year terms, with one class standing for election every year. The
term of the Class I directors expires in 1996. Mr. Seshens and Mr. Antine are
the Class I directors. The term of the Class II directors expires in 1995.
Messrs. Ellis, Gross and Michigami are the Class II directors. The term of
the Class III directors expires in 1997. Mr. Spalliero and Mr. Murray are the
Class III directors.
The executive officers of the Company are elected by, and serve at the
discretion of, the Board of Directors. Mr. Gross is a director of ICC
Technologies, Inc. No other director of the Company holds any other
directorships in a company with a class of securities registered pursuant to
Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") or subject to the requirements of Section 15(d) of the Exchange Act or any
company registered as an investment company under the Investment Company Act of
1940.
Reports under Section 16(a) of the Securities Exchange Act of 1934
- ------------------------------------------------------------------
Section 16(a) of the Exchange Act requires EAI's officers and directors, and
persons who own more than ten percent of a registered class of EAI's equity
securities, to file reports of ownership and changes in ownership with the
Securities and Exchange Commission ("SEC"). Officers, directors and greater than
ten-percent shareholders are required by SEC regulation to furnish EAI with
copies of all Section 16(a) forms they file.
To the best of the Company's knowledge, based solely on a review of Forms 3,
4 and 5 and written representations filed with the Company, all Section 16(a)
filing requirements applicable to the Company's officers, directors and greater
than 10% beneficial owners were complied with, except that the following named
directors, officers or beneficial owners of more than 10% of the common stock of
the Company made the following number of late filings of reports required by
Section 16(a) of the Exchange Act (each report related to a single transaction
except for Loretta Milo) during fiscal year ended December 31, 1994: Loretta
Milo (2) (2 transactions); Charles A. Milo (1); Irwin Gross (1); Jules Seshens
(1); Corson Ellis (1); Seth J. Antine (1); Naomi Bodner (2); Laura
Huberfeld (2).
55
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION
Compensation of Executive Officers
- ----------------------------------
The following Summary Compensation Table sets forth, for the three fiscal
years ended December 31, 1994, the compensation for services in all capacities
earned by the former Chief Executive Officer of the Company. No other executive
officer of the Company received or accrued compensation exceeding $100,000 in
fiscal year 1994.
Summary Compensation Table
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
---------------------------------------- -----------------------------------------------
Awards Payouts
------------------------------ ---------------
Other Securities Long-Term
Annual Restricted Underlying Incentive All Other
Name and Principal Compen- Stock Options/ Plan Compen-
Position Year Salary($) Bonus($) sation($) Award(s)($) SARs(#) (Payouts($) sation($)
-------- ---- --------- -------- --------- ----------- ------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Charles A. Milo......... 1994 $110,644 $ 10,000 --- --- 342,000(6) --- 1,581(4)
Former President 1993 100,000 $120,000(2) --- --- 97,000(3) --- $ 2,927(4)
and CEO(1) 1992 46,154 --- --- $100,000(5) --- --- ---
</TABLE>
- -----------
(1) Mr. Milo resigned as President and Chief Executive Officer and as director
of the Company on February 2, 1995.
(2) Includes a $105,000 bonus paid in 1993 pursuant to an Employment Agreement
executed in 1992.
(3) The exercise prices for such options are equal to $ 1.688 with respect to
2,000 shares and $1.625 with respect to 95,000 shares. Such exercise prices
are equal to the fair market value of the Company's common stock on the
respective dates of grant.
(4) Represents EAI's contribution to EAI's 401(k) Savings Plan (which covers
employees who have completed six months of service).
(5) Represents 31,124 shares of common stock comprising a portion of the
consideration paid by the Company in connection with the acquisition of
assets and stock of entities affiliated with Mr. Milo. The closing market
price per share of the Company's common stock as reported on the NYSE on the
date of award was $3.21. The closing price per share reported on the NYSE on
December 30, 1994 was $8.25.
(6) Such options to purchase a total of 342,000 shares of common stock were
granted to Charles A. Milo in 1994 pursuant to the Company's 1972 Stock
Option Plan. Options to purchase 2,000 shares have an exercise price of
$1.125, or 100% of the fair market value on January 2, 1994, the date of
grant and vest at the rate of 25% annually commencing January 2, 1995;
options to purchase 20,000 shares have an exercise price of $2.00, or 85% of
the fair market value on the date of grant, January 20, 1994 and all such
options vest on January 20, 1995. Options to purchase 250,000 shares have an
exercise price of $4.44, or 100% of the fair market price on May 17, 1994,
the date of grant and vest at the rate of 33-1/3% per year commencing May
17, 1995; options to purchase 50,000 shares have an exercise price of
$4.375, or 100% of the fair market price on the date of grant and vest at
the rate of 25% per year commencing May 2, 1995; and options to purchase
20,000 shares have an exercise price of $3.78 or 85% of the fair market
value on the date of grant and vest on May 17, 1995, the first anniversary
of the date of grant. The 1972 Stock Option Plan, as amended (the "1972
Stock Option Plan") was adopted to assist in the Company's retention of
high quality personnel and to provide key employees with additional
incentive to contribute to the success of the Company through the grant of
options to purchase shares of the Company's common stock. The 1972 Stock
56
<PAGE>
Option Plan provides for the grant of non-qualified stock options and
"incentive stock options" as that term is defined in Section 422 of the
Internal Revenue Code. Of the options granted to Mr. Milo in 1994 and 1993,
options to purchase 348,125 shares were cancelled upon Mr. Milo's
resignation on February 2, 1995 and options to purchase 90,875 shares
were exercised following such resignation.
The following table sets forth information concerning grants of stock
options to purchase common stock to the named executive officer during the
fiscal year ended December 31, 1994.
Option/SAR Grants in Last Fiscal Year
<TABLE>
<CAPTION>
Individual Grants
-----------------------------------------------------------------------------------
Number of Percent of
Securities Total
Underlying Options/SARs Grant
Options/ Granted to Date
SARs Employees in Exercise or Expiration Present
Name Granted(#)(2) Fiscal Year Base Price($/sh) Date Value(3)
---- ------------- ----------- ---------------- ---- --------
<S> <C> <C> <C> <C> <C>
Charles A. Milo......... 2,000 0.2% $1.125 1/03/2004 $ 1,229
Former President 20,000 2.2% 2.00 1/19/2004 31,217
and CEO(1) 50,000 5.4% 4.375 5/01/2004 139,960
20,000 2.2% 3.78 5/16/2004 69,084
250,000 27.1% 4.44 5/16/2004 755,225
</TABLE>
- -----------
(1) Mr. Milo resigned as President and Chief Executive Officer and as
director of the Company on February 2, 1995.
(2) For information regarding such options, see footnote (6) to the Summary
Compensation Table.
(3) Based on the Black-Scholes American option pricing model adapted for use
in valuing executive stock options. The actual value, if any, an
executive may realize will depend on the excess of the stock price over
the exercise price on the date the option is exercised, so that there is
no assurance the value realized by an executive will be at or near the
value estimated by the Black-Scholes model. The estimated values under
the model are based on arbitrary assumptions as to variables such as a
risk free rate of return based upon the interest rate on 10 year
treasury notes on the date of grant, stock price volatility over a three
year period, dividend yield of zero, no presumption of early exercise
and no adjustment for non-transferability or risk of forfeiture.
The following table sets forth information concerning the exercise of
options to purchase the Company's common stock by the named executive officer
during the fiscal year ended December 31, 1994 as well as the number and
potential value of unexercised options (both options which are presently
exercisable and options which are not presently exercisable) as of December 31,
1994.
57
<PAGE>
Aggregated Option/SAR Exercises in Last Fiscal Year and
Fiscal Year-End Values of Unexercised Option/SARs
<TABLE>
<CAPTION>
Number of Value of
Securities Unexercised
Underlying In-The-Money
Unexercised Options/SARs
Options/SARs at Fiscal
at Fiscal Year-
Year-End(#)(1) End($)(2)
Shares ------------- -------------
Acquired on Value Exercisable/ Exercisable/
Name Exercise(#) Realized($) Unexercisable Unexercisable
---- ----------- ----------- ------------- -------------
<S> <C> <C> <C> <C>
Charles A. Milo......................... ---- ---- 43,000/ $ 284,844/
Former President and CEO 396,000 $1,732,556
</TABLE>
- -------------------
(1) For information regarding such options, see footnotes (3) and (6) to the
Summary Compensation Table.
(2) Based on the closing price per share reported on the NYSE on December
30, 1994 of $8.25.
The named executive officer was not granted options or rights which were
the subject of any repricings.
In view of the recent changes to existing tax laws, the Company presently is
considering what action, if any, it will take with respect to qualifying
compensation paid to its executive officers for deductibility under Section
162(m) of the Code. Effective January 1, 1994, Section 162(m) of the Code limits
deductions for compensation paid to or accrued for any officer named in the
Summary Compensation Table to $1,000,000 per annum. Certain types of
compensation which qualify as performance-based compensation are not subject to
the specified limit on deductibility.
Employment Contracts and Termination of Employment Agreements
- -------------------------------------------------------------
Milo Employment Agreement and Separation Agreement. Mr. Milo entered into an
--------------------------------------------------
Employment Agreement with the Company dated as of November 15, 1993 (the "1993
Agreement") pursuant to which he served as President and Chief Executive Officer
of the Company. The 1993 Agreement, which superseded a March 1993 Employment
Agreement between Mr. Milo and the Company, provided for a two year term and an
annual salary of $160,000. During the term of his employment by the Company, Mr.
Milo was eligible to participate in the Company's Management Incentive
Compensation Plan and other benefits plans, as provided by the Company from time
to time subject to eligibility standards which apply to other officers of the
Company. The Company was obliged to provide living accommodations to Mr. Milo in
the West Long Branch, New Jersey area. From January 20, 1994 until July 15,
1994, Mr. Milo voluntarily reduced his annual compensation by 50% to $80,000 in
connection with a cost containment program undertaken by the Company pursuant to
which the compensation of most employees was reduced by 20%. On July 15, Mr.
Milo's salary was raised to $128,000 or 80% of his base salary. Under the terms
of a 1992 employment agreement between Mr. Milo and the Company, Mr. Milo was
also entitled to receive a $50,000 bonus and options to purchase 5,000 shares of
the Company's stock in May 1995. See "Certain Relationships and Related
Transactions."
58
<PAGE>
On February 2, 1995, pursuant to negotiations which had commenced in
November, 1994, Charles A. Milo resigned as President and director of the
Company to pursue other interests. On that date, the Company entered into a
separation agreement with Mr. Milo (the "Separation Agreement") pursuant to
which (i) the Company agreed to pay him his regular compensation as an employee
through March 31, 1995, (ii) Mr. Milo was deemed to have earned his $50,000
bonus, which was payable in four equal installments through March 31, 1995,
(iii) the loan to Mr. Milo by the Company on September 15, 1994 in the principal
amount of $160,000 was cancelled with Mr. Milo having no further liability
thereunder, (iv) $10,000 fee for services to be rendered in connection with the
closure or sale of the Company's Mexican facility, and (v) the exercise period
for certain options held by Mr. Milo and his wife was extended to September 30,
1995. Mr. Milo agreed to limit the sale of his shares of common stock in the
Company during the two calendar quarters following his resignation to 100,000
shares per each quarter and during the next six calendar quarters to those
shares which he is eligible to sell pursuant to Rule 144. After such period,
there will be no further restrictions on the sale of his shares.
Compensation of Directors
- -------------------------
From January 1, 1994 through July 31, 1994 the moratorium on directors' fees
for non-employee directors implemented in November 1993 continued, with all
non-employee directors serving without receiving any payment of meeting fees or
annual retainer fees. Effective August 1, 1994, the Compensation Committee
recommended, and the Board of Directors approved, an annual stipend of $50,000,
payable in monthly installments to Mr. Murray and Mr. Seshens, in consideration
for extraordinary services to be rendered by them in connection with the BarOn
and Tanon acquisitions. During 1994, Mr. Murray and Mr. Seshens each received
$20,833 in consideration for such services during the five month period ended
December 31, 1994. The other non-employee directors continued to serve during
1994 without receiving any meeting fees or retainer fees. All non-employee
directors are reimbursed by the Company for all reasonable out-of-pocket
expenses incurred in attending Board and Committee meetings, as well as other
business performed on behalf of the Company. The Company's policy is not to pay
any meeting fees or annual retainer fees to directors who are also employees of
the Company.
In January 1995, the Compensation Committee recommended, and the Board of
Directors approved, an increase in the annual stipend payable to Messrs. Murray
and Seshens to $150,000 and an annual stipend of $75,000 payable to Mr. Gross,
in each case payable in equal monthly installments in consideration for
providing extraordinary services to the Company throughout the year. Effective
March 31, 1995, after receiving stipend payments for three months, the stipends
payable to Messrs. Murray and Gross were suspended indefinitely and remain
suspended as of the date of this report. The Company continues to pay Mr.
Seshens an annual stipend of $150,000 in consideration for his services.
Consulting Agreement with Gross. For information with respect to the
-------------------------------
Company's consulting agreement with Irwin L. Gross, see "Certain Relationships
and Related Transactions."
Parton and Coe. Effective May 2, 1994 Charles T. Parton, former Chairman of
--------------
the Company's Board of Directors, and Bruce F. Coe resigned as directors of the
Company. Options granted to each of them under the Company's 1994 Directors Plan
were cancelled and, in substitution therefor, the Board of Directors awarded
5,000 shares of common stock to Mr. Parton and 4,000 shares of common stock to
Mr. Coe. The Company has granted piggyback registration rights to Messrs. Parton
and Coe with respect to these shares entitling them to the registration of these
shares under the Act under certain circumstances. The Shares of common stock
issued to Messrs. Parton and Coe have not been registered under the Act and,
accordingly, are not freely tradeable. In addition, the vesting of options to
purchase 6,000 shares of common stock previously granted to each of Messrs.
Parton and Coe under the 1991 Directors Plan was accelerated by the Board of
Directors and the Company paid $8,750 and $5,000 to Messrs. Parton and Coe,
respectively. The 12,000 options granted to Messrs. Parton and Coe under the
1991 Directors Plan were exercised in May, 1994.
59
<PAGE>
1991 Directors Plan. In 1991, the Board of Directors adopted, and the
-------------------
shareholders approved, the 1991 Stock Option Plan for Non-Employee Directors
(the "1991 Directors Plan"). The 1991 Directors Plan provided for grants of
options to "non-employee directors" of the Company. A "non-employee director" is
a director who is not an employee of the Company and who has not been an
employee of the Company for a period of at least one year prior to the grant of
an option under the 1991 Plan. Under the 1991 Directors Plan, commencing with
the 1991 Annual Meeting of Shareholders, each person who was a non-employee
director immediately after the Annual Meeting of Shareholders became entitled to
receive, on the date of the Annual Meeting, an option to purchase 2,000 shares
of common stock. The 1991 Directors Plan was terminated effective March 10,
1994, but options with respect to an aggregate of 6,000 shares previously
granted under the plan remain outstanding and in effect in accordance with their
original terms. The exercise prices to purchase shares under such options are
equal to the fair market value of the Company's common stock on the date of
grant of the respective options.
1994 Directors Plan. In March 1994 the Board of Directors adopted, and in
-------------------
May 1994 the shareholders approved, the Company's 1994 Stock Option Plan for
Non-Employee Directors (the "Directors Plan"). An aggregate of 400,000 shares
has been reserved for issuance under the Directors Plan. Under the terms of the
Directors Plan, each person who is an Eligible Director (as defined in the
Directors Plan) on March 10, 1994 (the "Effective Date") and each person who
becomes an Eligible Director thereafter will be granted an option to purchase
50,000 shares of common stock. The Directors Plan also provides for the grant of
an additional option to purchase 10,000 shares of common stock to the individual
serving as Chairman of the Board on and after the Effective Date. There is in
each case a vesting date which may be accelerated under certain circumstances.
Options to purchase a total of 260,000 shares have been granted and are
outstanding. The exercise prices to purchase shares under such options are equal
to the fair market value of the Company's common stock on the date of grant of
the respective options. In approving the Directors Plan, the Board considered a
variety of factors, including the reduction in amount and subsequent suspension
of payment of fees payable to non-employee directors of the Company, the
significant commitment of time required from members of the Board to address the
issues arising out of the financial difficulties experienced by the Company in
recent periods and the importance to the Company and its shareholders of
attracting and retaining the services of experienced and knowledgeable
independent directors. Only non-employee directors of the Company may
participate in the Directors Plan. The Chief Executive Officer, other executive
officers, officers and employees of the Company are not eligible to participate
in such plan.
The following table sets forth the number of options granted under the
Directors Plan to the named non-employee directors in 1994. The per share fair
market value of the Company's common stock on February 28, 1994, the grant date
for options granted to Messrs. Murray and Ellis, was equal to the per share
exercise price for such options of $3.50. The per share market value on March
21, 1994, the grant date for options to Mr. Gross was equal to the per share
exercise price for such options of $3.25. The per share fair market value of the
Company's common stock on May 2, 1994, the grant date for the options granted to
Messrs. Seshens and Antine was equal to the per share exercise price for such
options of $4.31.
1994 Directors Plan
<TABLE>
<CAPTION>
Name and Position Number of Options(1)
------------------- ---------------------
<S> <C>
Bruce P. Murray.............................................. 60,000
Director (Former Chairman of the Board)
Jules M. Seshens............................................. 50,000
Director
60
<PAGE>
G. Corson Ellis.............................................. 50,000
Director
Seth Joseph Antine........................................... 50,000
Irwin L. Gross............................................... 50,000
Director (current Chairman of the Board)
</TABLE>
- -------------------
(1) Options vest on specified dates or, in certain instances, upon the
achievement of Operating Profitability as defined in the plan. As of
March 31, 1995, 30% of such options granted to Seshens and Antine are
currently exercisable and 45% of such options granted to Messrs Murray,
Ellis and Gross are currently exercisable.
Equity Incentive Plan. On May 17, 1994, the Board of Directors adopted the
---------------------
Company's Equity Incentive Plan (the "Equity Incentive Plan"), which was
approved by the shareholders of the Company at the Special Meeting of
Shareholders held on June 28, 1994. The Equity Incentive Plan provides for the
granting of awards ("Awards") to directors (whether or not employees), officers,
employees and consultants in the form of stock options, stock appreciation
rights ("SARs"), restricted stock awards ("Restricted Stock Awards") and
deferred stock awards ("Deferred Stock Awards"). The variety of awards
authorized by the Equity Incentive Plan is intended to give the Company
flexibility to adapt the Company's compensation practices as the business
environment in which it operates changes. The Board of Directors believes that
the Equity Incentive Plan will provide a method whereby certain directors,
officers, employees and consultants can share in the long-term growth of the
Company. The aggregate number of shares of common stock reserved for issuance
under the Equity Incentive Plan is 3,000,000 shares. During 1994 options to
purchase 1.8 million shares were granted to five non-employee directors, each
with exercise prices equal to the fair market value of the Company's common
stock on the date of grant of the respective options.
The following table sets forth the number of options granted under the
Equity Incentive Plan to the named non-employee directors of the Company in
1994. The per share fair market value of the Company's common stock on May 17,
1994, the grant date for the options granted to the persons named in the table
below, was $4.44, and the exercise price for all such options was $4.44. Each
option has a term of ten (10) years.
Equity Incentive Plan
<TABLE>
<CAPTION>
Name and Position Number of Options(1)
------------------- --------------------
<S> <C>
Bruce P. Murray..................................................... 200,000
Director (former Chairman of the Board)
Irwin L. Gross...................................................... 1,000,000
Director (current Chairman of the Board)
G. Corson Ellis..................................................... 200,000
Director
Jules M. Seshens.................................................... 200,000
Director
Seth Joseph Antine.................................................. 200,000
Director
</TABLE>
- ------------
(1) Options are exercisable cumulatively in three equal annual installments,
with the first installment becoming exercisable on May 17, 1995.
Additional Information with Respect to the Compensation Committee Interlocks
----------------------------------------------------------------------------
and Insider Participation in Compensation Decisions
- ---------------------------------------------------
The members of the Compensation Committee for the Company in 1994 were
Bruce P. Murray, G. Corson Ellis and Jules M. Seshens.
61
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Security Ownership of Management
- --------------------------------
The following table sets forth, as of March 31, 1995, information with
respect to the ownership of the Company's outstanding common stock by (i) each
of the Company's directors and any nominees, (ii) each of the Company's
executive officers named in the Summary Compensation Table, and (iii) all
executive officers and directors as a group. Unless otherwise indicated, each
individual has sole voting and investment power with respect to the shares
beneficially owned by him.
<TABLE>
<CAPTION>
Amount and
Nature of
Name and Beneficial Ownership
Address of (number of shares of Percent
Beneficial Owner Position common stock) of Class
---------------- -------- -------------------- --------
<S> <C> <C> <C>
Joseph R. Spalliero................... President, CEO 992,259 9.58%
Tanon Manufacturing, Inc. and Director
46360 Fremont Blvd.
Fremont, CA 94538-6406
Charles A. Milo....................... Former President, 1,225,250(1) 10.99%
10701 Avenida Hacienda East CEO and Director
Tucson, AZ 85748
Irwin L. Gross........................ Chairman of the 496,833(6)(7) 4.58%
Board
Bruce P. Murray....................... Director 93,667(2)(3) (4)
G. Corson Ellis....................... Director 149,817(3)(5)(6) 1.43%
Jules M. Seshens...................... Vice President,
Corporate Development; and
Director 89,167(3)(6) (4)
Seth Joseph Antine.................... Director 108,813(3)(6)(8) 1.04%
Michael Michigami..................... Director 80,000(9) (4)
All directors and executive
officers as a group (7 persons)..... 3,235,806(2)(3)(5) 26.75%
(6)(7)(8)(9)
</TABLE>
- --------------
(1) Includes 429,166 shares of common stock held by Mr. Milo and his spouse
as joint tenants as to which they share voting and dispositive power
with respect to such shares. Also includes currently exercisable Class A
Warrants to purchase 398,042 shares of common stock and Class B Warrants
to purchase 398,042 shares of common stock held by Mr. and Mrs Milo as
joint tenants. Does not include options to purchase 439,000 shares of
common stock granted to Mr. Milo pursuant to the Company's 1972 Stock
Option Plan, 348,125 of which were cancelled upon Mr. Milo's resignation in
February 1995 and 90,875 of which were exercised by Mr. Milo after his
resignation. See "Executive Compensation - Summary Compensation Table."
(2) Represents currently exercisable options to purchase 27,000 shares of common
stock granted pursuant to the Company's Directors Plan. Does not include
options to purchase 33,000 shares granted under the Directors Plan which
are not currently exercisable. See "Executive Compensation - Compensation
of Directors."
(3) Also includes 66,667 shares issued under the Company's Equity Incentive
Plan but does not include options to purchase 133,333 shares granted
pursuant to that Plan, which are not currently exercisable.
62
<PAGE>
(4) Represents less than 1% of the outstanding shares of common stock. See
"Executive Compensation - Compensation of Directors."
(5) Includes currently exercisable options to purchase 4,500 shares granted
pursuant to the Company's 1991 Stock Option Plan for Non-Employee
Directors. Also includes 36,000 shares of common stock acquired from the
Company in the June Private Placement and by the subsequent exercise of
Class C Warrants. Does not include option shares which are not currently
exercisable. Also includes 3,400 shares held by Mr. Ellis' wife, as to
which shares he disclaims beneficial ownership.
(6) Includes options to purchase 22,500 shares of common stock granted
pursuant to the Directors Plan. See "Excutive Compensation - Compensation of
Directors." Does not include options to purchase 27,500 shares granted
under the Directors Plan which are not currently exercisable.
(7) Includes warrants to purchase an aggregate of 131,000 shares of common
stock issued by the Company to Mr. Gross, in connection with his
retention as a consultant to the Company in March 1994. Also includes
333,333 shares issued under the Company's 1994 Equity Incentive Plan but
does not include options to purchase 666,667 shares granted pursuant to
the Company's 1994 Equity Incentive Plan which are not currently
exercisable. See "Executive Compensation - Compensation of Directors,"
and "Certain Relationships and Related Transactions."
(8) Includes 2,000 shares owned by Mr. Antine and his wife, as joint
tenants, as to which they share voting and dispositive power. Also
includes 5,882 shares of common stock and Class A Warrants to purchase
5,882 shares of common stock and Class B Warrants to purchase 5,882
shares of common stock acquired from the Company in a private offering
completed in February 1994.
(9) In connection with the engagement of Michael Michigami as President and CEO
in March 1995, the Company granted Mr. Michigami incentive stock options
under the 1972 Stock Option Plan to purchase 400,000 shares of the
Company's common stock at an exercise price of $7.00, which was equal to
the fair market value on the date of grant, which options vest and become
exercisable proportionately over a five year period commencing on the date
of grant. Accordingly, 80,000 shares represents the currently exercisable
options granted pursuant to the Company's 1972 Stock Option Plan, but does
not include the options to purchase 320,000 shares granted under such plan
which are not currently exercisable.
Beneficial Owners
- -----------------
The following table sets forth, as of March 31, 1995, in addition to any
member of management who is a beneficial owner of more than 5% of the Company's
outstanding common stock as indicated above, the name and address of each person
who is known by the Company to be the beneficial owner of more than 5% of the
Company's outstanding common stock. Unless otherwise indicated, each individual
has sole voting and investment power over such shares.
<TABLE>
<CAPTION>
Name and Address Amount and Nature of Percent
of Beneficial Owner Beneficial Ownership of Class
- ------------------- -------------------- --------
<S> <C> <C>
Laura Huberfeld .......................... 1,183,826 shares (1) 10.61%
420 West End Avenue
New York, NY 10024
Naomi Bodner ............................. 1,183,826 shares (1) 10.61%
16 Grosser Lane
Monsey, NY 10952
Charles A. Milo .......................... 1,225,250 shares (2) 10.99%
10701 Avenida Hacienda East
Tucson, AZ 85748
Loretta W. Milo .......................... 1,225,250 shares (2) 10.99%
10701 Avenida Hacienda East
Tucson, AZ 85748
Jules Nordlicht .......................... 550,000 shares 5.31%
225 West Beach Street
Long Beach, NY 11561
63
<PAGE>
</TABLE>
- ----------------
(1) Includes 352,942 shares of common stock, Class A Warrants to purchase
352,942 shares of common stock and Class B Warrants to purchase 352,942
shares of common stock. All such warrants are exercisable immediately.
Also includes currently exercisable options to purchase 125,000 shares
of common stock held by Broad Capital Associates. See "Certain
Relationships and Related Transactions -- Consulting Agreement with
Broad Capital."
(2) Includes 429,166 shares of common stock, Class A Warrants to purchase
398,042 shares of common stock and Class B Warrants to purchase 398,042
shares of common stock. Such warrants are exercisable immediately. The
429,166 shares, Class A Warrants and Class B Warrants are held by Mr. Milo
and his wife, Loretta W. Milo, as joint tenants. Mr. and Mrs. Milo share
voting and dispositive power with respect to shares they hold as joint
tenants.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Milo Acquisition and Related Agreements. On May 29, 1992, the Company
---------------------------------------
completed the Milo Acquisition of assets of MTI and the acquisition of all of
the outstanding stock of Milotec for a total consideration of $900,000 (the
"Consideration") consisting of $300,000 cash, $100,000 of the Company's common
stock (31,124 shares) and $500,000 in promissory notes, of which $100,000 was
paid in August 1993. On May 31, 1994, pursuant to the terms of agreements among
Mr. Milo, MTI, the Company, and the investors in the February Private Placement,
all of the outstanding debt of the Company to MTI and Mr. Milo ($338,366 at that
date) was converted into 398,042 units of securities of the Company, each unit
consisting of one share of common stock, one Class A Warrant and one Class B
Warrant.
Charles A. Milo and Loretta Milo, his wife, are the holders of all of the
stock of MTI and Mr. Milo was the holder of substantially all of the stock of
Milotec. At the closing of the Milo Acquisition, the Company entered into
non-compete agreements with Charles Milo and Loretta Milo. Of the consideration
paid in the Milo Acquisition, $350,000 represents the amount payable under the
terms of non-compete agreements between the Company and each of Charles Milo and
Loretta Milo. Under the terms of the respective non-compete agreements, each of
Charles Milo and Loretta Milo agreed (i) not to engage directly or indirectly in
business substantially similar to the Company's contract manufacturing business
nor to compete with such business in the continental United States, Puerto Rico
or foreign countries in which MTI or Milotec had conducted such businesses, and
(ii) not to solicit business nor to interfere with the business, goodwill, or
customers of the Company, Milotec or any of their subsidiaries or affiliates,
for the respective terms of their agreements with the Company. The term of Mr.
Milo's non-compete agreement is five years ending May 1997, and the term of Mrs.
Milo's non-compete agreement was one year, which expired in May 1993.
At the closing of the Milo Acquisition, the Company entered into an
employment agreement ("1992 Employment Agreement") with Mr. Milo. Pursuant to
the 1992 Employment Agreement, Mr. Milo was employed for a term of three years
commencing May 1992, as the Site Manager at the Company's Tucson, Arizona
facility and the Milotec facility in Nogales, Mexico at an annual compensation
of $80,000. In December 1992, Mr. Milo assumed the duties of General Manager of
the Company's contract manufacturing division, and in November 1993, Mr. Milo
assumed the duties of President and Chief Executive Officer of the Company at an
annual salary of $160,000. Mr. Milo entered into a 1993 Employment Agreement
("1993 Employment Agreement") with the Company relating to his services as
President and Chief Executive Officer superseding a March 1993 Employment
Agreement. In January 1994, Mr. Milo voluntarily reduced such salary by 50% in
connection with a cost containment program undertaken by the Company in which
the compensation of most employees was reduced by 20% in exchange for options to
purchase 40,000 shares of common stock of the Company at an exercise price equal
to 85% of the fair market value on the date grant. The 1992 Employment Agreement
remained in effect with respect to a cash bonus and certain stock options
discussed below.
64
<PAGE>
Under the terms of the 1992 Employment Agreement, Mr. Milo became entitled
to certain benefits and expenses including (i) bonus payments of $105,000 and
$50,000 due January 8, 1993 and May 1, 1995, respectively, (ii) options to
purchase 2,000 shares of the Company's common stock on each of January 1993 and
1994 at an exercise price of $1.69 and $1.13, respectively, and (iii) options to
purchase 5,000 shares of the Company's common stock upon completion of the three
year term of the 1992 Employment Agreement at an exercise price to be determined
based upon the fair market value in May 1995. The bonus payment to Mr. Milo and
the payment of $100,000 pursuant to one of the notes given by the Company in
connection with the purchase of MTI due in January 1993, were deferred, but were
paid in full in August 1993, together with accrued interest. Payment of a note
in the initial principal amount of $400,000 given by the Company in connection
with the acquisition was also deferred in connection with the restructuring of
the Company's bank indebtedness in March 1993. In August 1993 the terms of the
note were amended to provide for nineteen monthly installment payments of
principal and interest in the approximate amount of $19,926 each commencing on
August 15, 1993 and a final payment of approximately $16,800 in March 1995. Mr.
Milo agreed to suspend such payments as of January 1994. On May 31, 1994 such
note was converted into 398,042 units as discussed above. See "Milo Separation
Agreement" below.
Contemporaneous with the Milo Acquisition, the Company entered into a
sublease with MTI for approximately 4,900 square feet of space in Tempe,
Arizona. The term of the sublease was twelve months commencing May 1992 at a
base rent of $1,960 per month plus utilities and applicable taxes. The term of
the sublease was not extended and under its terms the Company was obligated to
pay one half of the rent and expenses for the eight months of the primary lease
term ending January 1994 or approximately $7,300.
The Company also entered into a lease with Charles A. Milo and Loretta Milo
for 33,120 square feet of office, manufacturing and warehouse space in Tucson,
Arizona for a term of five years, commencing June 1, 1992. The current monthly
rental is $15,235. The Company has an option to extend the term of the lease for
an additional five year period.
Milo Loan. On September 15, 1994, Charles A. Milo borrowed $160,000 from the
---------
Company. The loan was repayable interest only, monthly at the prime rate plus
2.25%, with the principal being due, in full, on September 15, 1996. The loan
was secured by a pledge of 31,000 shares of the Company's common stock which Mr.
Milo owns jointly with his wife. On February 2, 1995, pursuant to the terms of
the Separation Agreement with Mr. Milo, such loan was cancelled by the Company
with Mr. Milo having no further liability thereunder.
Milo Separation Agreement. On February 2, 1995, Mr. Milo resigned as
-------------------------
President and director of the Company and entered into a Separation Agreement
within the Company. For information with respect to the terms of the Company's
Separation Agreement with Mr. Milo, see "Executive Compensation - Employment
Contracts and Termination of Employment Agreements."
Agreement With Former President Rogers. Upon his resignation in November
--------------------------------------
1993, the Company and Richard G. Rogers, former President and Chief Executive
Officer of the Company, entered into an Executive Services Agreement, dated
November 15, 1993, pursuant to which, among other things, the parties terminated
the Employment Agreement and Severance Agreement between the Company and Mr.
Rogers dated November 18, 1991, as amended, and Mr. Rogers agreed to continue to
perform certain services for the Company. Such Executive Services Agreement, as
amended on March 14, 1994 terminated pursuant to its terms in March 1994 upon
Mr. Rogers' reemployment with another entity. Under the Executive Services
Agreement, as amended, Mr. Rogers received 15,000 shares of common stock upon
the cancellation of previously granted stock options, the assignment of a term
life insurance policy and an aggregate amount of $94,615, payable in
substantially equal biweekly installments of $3,100 during the period ending
November 18, 1994.
65
<PAGE>
Bannock Burn Consulting Services. The Bannock Burn Group, Ltd. of which
--------------------------------
Bruce Murray, a director, is President, performed consulting services for the
Company in fiscal 1994, for which it was paid an aggregate of $47,957. See
"Executive Compensation - Compensation of Directors" and "Certain Relationships
and Related Transactions - Directors' Compensation."
Consulting Agreement with Gross. The Company entered into an agreement with
-------------------------------
Irwin L. Gross in March 1994 pursuant to which Mr. Gross will provide consulting
services and financial advice, for a term of five years ending March 1999. In
consideration for such services Mr. Gross received a warrant to purchase 262,000
shares of the Company's common stock exercisable 50% on the first anniversary
and 50% on the second anniversary of the date of grant at a price of $2.77 per
share until March 21, 1999. The closing price of the Company's common stock on
the date of grant was $3.25, as reported on the NYSE.
Directors Compensation. For information with respect to the Company's
-----------------------
agreements to pay stipends to certain directors in consideration for their
extraordinary services to the Company, see "Executive Compensation -
Compensation of Directors."
Tanon Acquisition and Related Agreements. On January 4, 1995, the Company
----------------------------------------
acquired Tanon pursuant to the Tanon Acquisition Agreement. Tanon was merged
with a newly-formed wholly-owned subsidiary of the Company and the Company
issued 1,538,462 shares of common stock of the Company with an appraisal value
of $13,077,000 in exchange for all of the remaining outstanding shares of common
stock of Tanon. Of such shares, Joseph R. Spalliero received 992,259 shares of
common stock of EAI in exchange for 1,090,000 shares of Tanon common stock. Mr.
Spalliero's children received an aggregate of 18,204 shares of EAI common stock
in exchange for 20,000 shares of Tanon common stock. In addition, the Company
granted to certain optionholders of Tanon, in exchange for their options to
purchase Tanon capital stock, options to purchase approximately 201,000 shares
of EAI common stock at a weighted average exercise price of $1.05 per share with
an appraisal value of $1,383,000. Of such options (i) Mr. Spalliero and his
children received fully vested options to purchase an aggregate of 7,553 shares
at an exercise price of $0.99 per share in exchange for their options to
purchase shares of Tanon capital stock, and (ii) Jonathan R. Wolter received
options to purchase 9,103 shares of EAI common stock at an exercise price of
$1.25 per share vesting proportionately over 3 years and 3,154 shares at an
exercise price of $0.99 per share which are fully vested.
Upon consummation of the acquisition of Tanon, the Company, through its
wholly-owned subsidiary, Tanon, entered into an Employment Agreement with Joseph
R. Spalliero (formerly the Chairman and President of Tanon), pursuant to which
Mr. Spalliero has been engaged as the Chief Operating Officer of Tanon to serve
for a term commencing on January 4, 1995 and ending on January 3, 1997. Mr.
Spalliero will receive an annual base salary of $240,000. In addition, the
Company granted to Mr. Spalliero at closing, incentive and non-incentive stock
options to acquire an aggregate of 350,000 shares of common stock of the Company
at an exercise price equal to fair market value with respect to 305,000 shares
and 110% of fair market value with respect to 45,000 shares, which options will
vest proportionately over three years. Mr. Spalliero also received a signing
cash bonus of $300,000 upon execution and delivery of his Employment Agreement
and is eligible, pursuant to the terms thereof, to earn a cash bonus of up to
$750,000, to be paid based upon Tanon meeting certain goals, in equal
installments during 1996, 1997 and 1998. The Company granted to Jonathan R.
Wolter incentive and non-incentive stock options to acquire an aggregate of
75,000 shares of common stock of the Company at an exercise price equal to fair
market value. Such options vest proportionately over four years. Mr.
Wolter is also eligible to participate in the Executive Bonus Plan of the
Company adopted upon acquisition of Tanon for annual bonus awards of up to 50%
of salary at the discretion of Joseph R. Spalliero.
In connection with the Tanon acquisition, the Company loaned Mr. Spalliero,
the Chief Operating Officer of Tanon, $1,000,000 for a 30-month term with
interest fixed at the applicable Federal rate and accruing and due together with
principal at the end of the 30-month term. Such loan is non-recourse and is
secured solely with 192,300 shares of common stock of the Company acquired by
Mr. Spalliero upon consummation of the Tanon Acquisition Agreement. Also, upon
closing, the Company
66
<PAGE>
indemnified Mr. Spalliero for certain outstanding indebtedness of Tanon in the
aggregate amount of $9,450,000, which had been personally guaranteed by
Mr. Spalliero.
Consulting Agreement with Broad Capital. In January 1995, the Company
---------------------------------------
entered into a consulting agreement with Broad Capital Associates, a
financial consulting and advisory company in which Murray Huberfeld, husband to
Laura Huberfeld, and David Bodner, husband to Naomi Bodner, are principals.
Broad Capital Associates was engaged to provide financial consulting services to
the Company. Such agreement was amended on April 27, 1995 to expand the services
of Broad Capital Associates, cancel the options originally granted by the
Company in consideration for such services, and to grant new options to Broad
Capital Associates for such services. Accordingly, on April 27, 1995, the
Company granted to Broad Capital Associates options to acquire 375,000
shares of common stock of the Company at an exercise price of $8.1875 per share,
which price was equal to the fair market value on the date of grant. Such
options vest and are exercisable 33-1/3% on the date of grant, 33-1/3% on the
first anniversary of the date of grant, and 33-1/3% on the second anniversary of
the date of grant.
67
<PAGE>
PART IV
ITEM 14(a) 1 AND 2. FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
Reference is made to the Index to Consolidated Financial Statements and
Schedules at Item 8, Part II of this Form 10-K and the same is hereby
incorporated by reference.
ITEM 14(a) 3. EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description
<S> <C>
2 Agreement and Plan of Reorganization by and Among Electronic Associates,
Inc., Tanon Manufacturing, Inc., EA Acquisition Corp. and Joseph R.
Spalliero, dated December 12, 1994, was filed as Exhibit 2 to the Company's
Report on Form 8-K (Date of Report: January 4, 1995), as amended, and is
hereby incorporated by reference.
3.1 Certificate of Incorporation, as amended, was filed as Exhibit 3.1 to the
Company's Registration Statement on Form S-1, No. 33-81892, as amended,
and is hereby incorporated by reference.
3.2 By-Laws, as amended.
4.1 Specimen of common stock share Certificate, was filed as Exhibit 4.1 to the
Company's Registration Statement on Form S-1, No. 33-81892, as amended,
and is hereby incorporated by reference.
4.2 Rights Agreement, dated as of February 10, 1988, between the Company and
Manufacturers Hanover Trust Company, as Rights Agent, was filed as Exhibit
1 to the Company's Form 8-A, dated February 11, 1988, and is hereby
incorporated by reference.
4.3 Amendment, dated as of October 24, 1990, to the Rights Agreement, was
filed as Exhibit 2 to the Company's Form 8, dated October 24, 1990, and is
hereby incorporated by reference.
10.1 Form of common stock Purchase Warrants issued pursuant to Settlement
Agreement dated March 10, 1988 between the Company and certain utilities
was filed as Exhibit 2(c) to the Company's Annual Report on Form 10-K for
the year ended December 31, 1990, and is hereby incorporated by reference.
68
<PAGE>
(*)10.2 1972 Stock Option Plan, as amended and restated, was filed as Appendix III
to the Company's Proxy Statement dated April 18, 1994, and is hereby
incorporated by reference.
10.3 Form of grant letter with respect to options granted pursuant to the 1972
Stock Option Plan was filed as Exhibit 10(c) to the Company's Annual Report
on Form 10-K for the year ended December 31, 1990, and is hereby
incorporated by reference.
(*)10.4 1991 Stock Option Plan for Non-Employee Directors, was filed as Exhibit
10(d) to the Company's Annual Report on Form 10-K for the year ended
December 31, 1991, and is hereby incorporated by reference.
(**)10.5 1988 Management Incentive Compensation Plan, as amended as of
January 1, 1992, was filed as Exhibit 10(e) to the Company's
Annual Report on Form 10-K for the year ended December 31,
1991, and is hereby incorporated by reference.
10.6 Second Amendment of Lease and Option Agreement, dated as of April 1,
1989, between the Company and 185 Monmouth Parkway Associates was
filed as Exhibit (a) to the Company's Report on Form 10-Q for the three
months ended March 31, 1989, and is hereby incorporated by reference.
(File No. 1-4680)
(*)10.7 Executive Death Benefit Plan and Amendment, was filed as Exhibit 10(k) to
the Company's Annual Report on Form 10-K for the year ended December
31, 1987, and is hereby incorporated by reference. (File No. 1-4680)
10.8 Stock Purchase Agreement, dated as of February 8, 1990, between the
Company and Nippon Mining Co., Ltd. was filed as Exhibit 10(a) to the
Company's Report on Form 8-K, dated February 21, 1990, and is hereby
incorporated by reference. (File No. 1-4680)
(**)10.9 Executive Severance Agreement, dated as of November 18, 1991, between
the Company and Richard G. Rogers, was filed as Exhibit 10(n) to the
Company's Annual Report on Form 10-K for the year ended December 31,
1991, and is hereby incorporated by reference.
10.10 Development and Distribution Agreement, dated July 30, 1991, between the
Company and Nippon Mining Co., Ltd., was filed as Exhibit 10(o) to the
Company's Annual Report on Form 10-K for the year ended December 31,
1992, and is hereby incorporated by reference.
10.11 Asset Purchase Agreement, dated May 15, 1992, between the Company, Milo
Technologies, Inc., Charles A. Milo and Loretta Milo was filed as Exhibit 10(p)
to the Company's Annual Report on Form 10-K for the year ended December
31, 1993, and is incorporated herein by reference.
69
<PAGE>
10.12 Stock Purchase Agreement, dated May 15, 1992, between the Company,
Milotec S.A. De C.V., Charles A. Milo, Loretta Milo and certain other
individuals, was filed as Exhibit 10(q) to the Company's Annual Report on
Form 10-K for the year ended December 31, 1992, and is hereby
incorporated by reference.
(**)10.13 Employment Agreement, dated May 29, 1992, between the Company and
Charles A. Milo, was filed as Exhibit 10(r) to the Company's Annual
Report on Form 10-K for the year ended December 31, 1992, and is
hereby incorporated by reference.
(**)10.14 Non-Compete Agreement, dated May 29, 1992, between the Company and
Charles A. Milo, was filed as Exhibit 10(s) to the Company's Annual
Report on Form 10-K for the year ended December 31, 1992, and is
hereby incorporated by reference.
(**)10.15 Non-Compete Agreement, dated May 29, 1992, between the Company and
Loretta Milo, was filed as Exhibit 10(t) to the Company's Annual
Report on Form 10-K for the year ended December 31, 1992, and is
hereby incorporated by reference.
10.16 Sublease Agreement, dated May 29, 1992, between the Company and Milo
Technologies, Inc., was filed as Exhibit 10(u) to the Company's Annual
Report on Form 10-K for the year ended December 31, 1992, and is hereby
incorporated by reference.
10.17 Lease Agreement, dated May 22, 1992, between the Company, Charles A.
Milo and Loretta Milo, was filed as Exhibit 10(v) to the Company's Annual
Report on Form 10-K for the year ended December 31, 1992, and is hereby
incorporated by reference.
10.18 Form of Purchase Agreement executed by each purchaser in connection with
the private sale of the Company's securities in January 1994, was filed as
Exhibit 10(w) to the Company's Annual Report on Form 10-K for the year
ended December 31, 1993, and is incorporated by reference.
10.19 Form of Class A Warrant issued to each purchaser in connection with the
private sale of the Company's securities in January 1994, was filed as Exhibit
10(X) to the Company's Annual Report on Form 10-K for the year ended
December 31, 1993, and is hereby incorporated by reference.
10.20 Form of Class B Warrant issued to each purchaser in connection with the
private sale of the Company's securities in January 1994, was filed as Exhibit
10(y) to the Company's Annual Report on Form 10-K for the year ended
December 31, 1993, and is hereby incorporated by reference.
70
<PAGE>
10.21 Agreement to Issue Warrants, dated January 28, 1994, between the Company
and Norcross Securities, Inc. together with a Warrant issued by the Company
and a form of a Warrant issuable under certain circumstances, comprising
Exhibits to the Agreement to Issue Warrants, was filed as Exhibit 10(z) to the
Company's Annual Report on Form 10-K for the year ended December 31,
1993, and is hereby incorporated by reference.
10.22 Subscription Agreement, dated February 4, 1994, between the Company and
185 Monmouth Parkway Associates, L.P., was filed as Exhibit 10(aa) to the
Company's Annual Report on Form 10-K for the year ended December 31,
1993, and is hereby incorporated by reference.
10.23 Second Amendment, dated August 4, 1993, to Second Amendment of Lease
and Option Agreement, dated as of April 1, 1989, between the Company and
185 Monmouth Parkway Associates, L.P. and letter dated August 6, 1993,
modifying Second Amendment, dated August 4, 1993, to Second Amendment
of Lease and Option Agreement, was filed as Exhibit 10(ab) to the
Company's Annual Report on Form 10-K for the year ended December 31,
1993, and is hereby incorporated by reference.
(**)10.24 Employment Agreement, dated as of November 15, 1993, between the Company
and Charles A. Milo, was filed as Exhibit 10(ac) to the Company's Annual
Report on Form 10-K for the year ended December 31, 1993, and is hereby
incorporated by reference.
10.25 Accounts Financing Agreement between Congress Financial Corporation and
the Company, dated August 13, 1993; Covenant Supplement to Accounts
Financing Agreement between Congress Financial Corporation and the
Company, dated August 13, 1993; Term Promissory Note A given to
Congress Financial Corporation, dated August 13, 1993; Term Promissory
Note B given to Congress Financial Corporation, dated August 13, 1993;
Inventory Loan Letter executed by the Company to Congress Financial
Corporation, dated August 13, 1993; Inventory and Equipment Security
Agreement Supplement to Accounts Financing Agreement executed by the
Company to Congress Financial Corporation, dated August 13, 1993; Trade
Financing Agreement Supplement to Accounts Financing Agreement
executed by the Company to Congress Financial Corporation, dated August
13, 1993; Subordination and Intercreditor Agreement between Congress
Financial Corporation and Milo Technologies, Inc., dated August 13, 1993;
Subordination and Intercreditor Agreement between Congress Financial
Corporation and Mezzanine Financial Fund, L.P., dated August 13, 1993; and
Enhancement Fee Agreement between the Company and Mezzanine
Financial Fund, L.P., dated August 13, 1993, was filed as Exhibit 10(ad) to the
Company's Annual Report on Form 10-K for the year ended December 31,
1993, and is hereby incorporated by reference.
71
<PAGE>
10.26 Asset Purchase Agreement, dated June 4, 1993, between the Company and
Halifax Corporation together with a Non-Competition Agreement, Assignment
and Assumption Agreement, Service Mark License Agreement, Low Cost
Host License Agreement, and Master Subcontract Agreement, comprising
Exhibits to the Asset Purchase Agreement, was filed as Exhibit 10(ae) to the
Company's Annual Report on Form 10-K for the year ended December 31,
1993, and is hereby incorporated by reference.
10.27 Lease Agreement, dated August 1, 1993, between the Company and Parque
Industrial de Nogales, S.A. de C.A., Nogales, Sonora, Mexico, was filed as
Exhibit 10(af) to the Company's Annual Report on Form 10-K for the year
ended December 31, 1993, and is hereby incorporated by reference.
10.28 Form of Subscription Agreement executed by each purchaser in connection
with the private placement of the Company's securities which was
commenced in June 1994, was filed as Exhibit 10.28 to the Company's
Registration Statement on Form S-1, No. 33-81892, as amended, and is
hereby incorporated by reference.
10.29 Form of Class C Warrant issued to each purchaser in connection with the
private placement of the Company's securities which was commenced in
June 1994, was filed as Exhibit 10.29 to the Company's Registration
Statement on Form S-1, No. 33-81892, as amended, and is hereby
incorporated by reference.
10.30 1994 Equity Incentive Plan, as adopted by the Company's shareholders on
June 28, 1994 and attached as Appendix I to the Company's Proxy
Statement dated June 7, 1994, is hereby incorporated by reference.
10.31 1994 Stock Option Plan for Non-Employee Directors, as adopted by the
Company's shareholders on May 17, 1994 and is attached as Appendix II to
the Company's Proxy Statement dated April 18, 1994, is hereby incorporated
by reference.
(**)10.32 Executive Services Agreement, dated November 15, 1993, between the
Company and Richard G. Rogers, as amended by Amendment to Executive
Services Agreement, dated March 14, 1994, was filed as Exhibit 10.32
to the Company's Registration Statement on Form S-1, No. 33-81892,
as amended, and is hereby incorporated by reference.
(**)10.33 Employment Agreement, dated as of November 18, 1991, between the
Company and Richard G. Rogers, was filed as Exhibit 10(m) to the
Company's Annual Report on Form 10-K for the year ended December 31,
1991, and is hereby incorporated by reference.
72
<PAGE>
(**)10.34 Form of Consulting Agreement entered into between the Company and
Irwin L. Gross on March 21, 1994, was filed as Exhibit 2 to the
Company's Registration Statement on Form S-1, No. 33-81892, as
amended, and is hereby incorporated by reference.
10.35 Form of Placement Agent's Warrant Agreement entered into between the
Company and Neidiger/Tucker/Bruner, Inc., together with a Form of Warrant
issued by the Company comprising an Exhibit to the Placement Agent's
Warrant Agreement, was filed as Exhibit 10.35 to the Company's Registration
Statement on Form S-1, No. 33-81892, as amended, and is hereby
incorporated by reference.
10.36 Loan and Security Agreement, dated January 17, 1990, between the
Company and Mellon Bank (East) N.A. was filed as Exhibit 4(a) to the
Company's Annual Report on Form 10-K for the year ended December 31,
1989, and is hereby incorporated by reference.
10.37 First Amendment and Modification to Loan and Security Agreement, dated
April 1990, between the Company and Mellon Bank (East) N.A. was filed as
Exhibit 4(e) to the Company's Annual Report on Form 10-K for the year
ended December 31, 1990, and is hereby incorporated by reference.
10.38 Second Amendment and Modification to Loan and Security Agreement, dated
January 17, 1991, between the Company and Mellon Bank (East) N.A. was
filed as Exhibit 4(f) to the Company's Annual Report on Form 10-K for the
year ended December 31, 1990, and is hereby incorporated by reference.
10.39 Third Amendment and Modification to Loan and Security Agreement, dated
March 4, 1992, between the Company and Mellon Bank, N.A., was filed as
Exhibit 4(g) to the Company's Annual Report on Form 10-K for the year
ended December 31, 1991, and is hereby incorporated by reference.
10.40 Fourth Amendment and Modification to Loan and Security Agreement, dated
June 19, 1992, between the Company and Mellon Bank (East) N.A., was filed
as Exhibit 4(h) to the Company's Annual Report on Form 10-K for the year
ended December 31, 1992, and is hereby incorporated by reference.
10.41 Fifth Amendment and Modification to Loan and Security Agreement, dated
July 31, 1992, between the Company and Mellon Bank (East) N.A., was filed
as Exhibit 4(i) to the Company's Annual Report on Form 10-K for the year
ended December 31, 1992, and is hereby incorporated by reference.
10.42 Sixth Amendment and Modification to Loan and Security Agreement, dated
December 31, 1992, between the Company and Mellon Bank (East) N.A., was
filed as Exhibit 4(j) to the Company's Annual Report on Form 10-K for the
year ended December 31, 1992, and is hereby incorporated by reference.
73
<PAGE>
10.43 Seventh Amendment and Modification to Loan and Security Agreement,
dated January 22, 1993, between the Company and Mellon Bank (East) N.A.,
was filed as Exhibit 4(k) to the Company's Annual Report on Form 10-K for
the year ended December 31, 1992, and is hereby incorporated by reference.
10.44 Eighth Amendment and Modification to Loan and Security Agreement, dated
February 26, 1993, between the Company and Mellon Bank (East) N.A., was
filed as Exhibit 4(l) to the Company's Annual Report on Form 10-K for the
year ended December 31, 1992, and is hereby incorporated by reference.
10.45 Amended and Restated Loan and Security Agreement, dated March 31, 1993,
between the Company and Mellon Bank N.A., was filed as Exhibit 4(m) to the
Company's Annual Report on Form 10-K for the year ended December 31,
1992, and is hereby incorporated by reference.
10.46 Form of Investment Agreement dated January 15, 1995 by and between
Electronic Associates, Inc. and BarOn Technologies, Ltd., was filed as Exhibit
10.1 to the Company's Report on Form 8-K (Date of Report: January 16,
1995), as amended, and is hereby incorporated herein by reference.
10.47 Form of Stock Purchase Agreement between the Company and various
shareholders of BarOn Technologies, Ltd., was filed as Exhibit 10.2 to the
Company's Report on Form 8-K (Date of Report: January 16, 1995), as
amended, and is hereby incorporated herein by reference.
10.48 Form of Shareholders Agreement among the Company, BarOn Technologies,
Ltd. and the shareholders of BarOn Technologies, Ltd., was filed as Exhibit
10.3 to the Company's Report on Form 8-K (Date of Report: January 16,
1995), as amended, and is hereby incorporated herein by reference.
+10.49 Business Loan Agreement dated as of October 20, 1994 by and between
Electronic Associates, Inc., and BarOn R&D Ltd.
+10.50 Business Loan Agreement dated September 8, 1994 by and between
Electronic Associates, Inc. and Tanon Manufacturing, Inc.
+(**) 10.51 Employment Agreement dated as of January 4, 1995 between Tanon
Manufacturing, Inc. and Joseph R. Spalliero.
+(**) 10.52 Non-Competition and Confidentiality Agreement dated as of January 4, 1995
by and among Electronic Associates, Inc., Tanon Manufacturing, Inc. and
Joseph R. Spalliero.
+10.53 Promissory Note dated January 4, 1995 in the principal amount of $1,000,000
from Joseph R. Spalliero and Patricia Spalliero to Electronic Associates, Inc.
+(**) 10.54 Letter Agreement dated February 2, 1995 between Charles A. Milo and
Electronic Associates, Inc.
74
<PAGE>
+(**) 10.55 Amendment dated March 23, 1995 to Consulting Agreement dated March 21,
1994 between Irwin L. Gross and Electronic Associates, Inc.
+10.56 Manufacturing and Consulting Agreement, dated as of January 16, 1995,
between BarOn Technologies Ltd. and Electronic Associates, Inc.
</TABLE>
75
<PAGE>
<TABLE>
<S> <C> <C> <C>
22 Subsidiaries of the registrant
a. The Company has two active subsidiaries:
1. Milotec S.A. De C.V.
Nogales, Sonora, Mexico
2. Tanon Manufacturing, Inc.
Fremont, California
23 Consents of experts and counsel
a. Consent of Arthur Anderson, LLP, Independent Public Accountants of
Electronic Associates, Inc.
+27 Financial Data Schedule
99.1 The audited balance sheet of BarOn Technologies Ltd. as of December 31, 1993
and December 31, 1992 and related statements of operations, shareholders'
equity and cash flow for the year ended December 31, 1993 and for the period
from inception in 1992 through December 31, 1992, together with the unaudited
balance sheet of BarOn Technologies Ltd. as of September 30, 1994 and related
statements of operations, shareholders' equity and cash flows for the nine
months ended September 30, 1994, were filed as Exhibit 99.1 to the Company's
Report on Form 8-K (date of Report: January 16, 1995), as amended, and are
hereby incorporated herein by reference.
99.2 The audited balance sheet of Tanon Manufacturing, Inc. as of December 31, 1993
and December 31, 1992 and related statements of operations, shareholders'
equity and cash flows for the years ended December 31, 1993, 1992 and 1991,
together with the unaudited balance sheet of Tanon Manufacturing, Inc. as of
October 1, 1994 and related statements of operations, shareholders' equity and
cash flows for the nine months ended October 1, 1994 and October 2, 1993, were
filed as Exhibit 99 to the Company's Report on Form 8-K (date of Report: January
4, 1995), as amended, and are hereby incorporated herein by reference.
(*) Constitutes a compensatory plan filed pursuant to Item 14(c) of the Company's Annual
Report on Form 10-K.
(**) Constitutes a management contract filed pursuant to Item 14(c) of the Company's
Annual Report on Form 10-K.
+ Previously filed.
</TABLE>
The Company will provide copies of the above Exhibits to shareholders
upon the payment of a fee of $4 per order to cover postage and handling plus
seven cents per page. Requests for such copies should be directed to Mrs. Karin
Gaskill, Electronic Associates, Inc., 185 Monmouth Parkway, West Long Branch,
New Jersey 07764.
ITEM 14(b). REPORTS ON FORM 8-K
The Company did not file a Report on Form 8-K during the calendar
quarter ended December 31, 1994.
The Company filed the following Reports on Form 8-k during January 1995:
76
<PAGE>
Form 8-K dated January 4, 1995, as amended, reporting that the Company
acquired by merger Tanon Manufacturing, Inc. of Fremont, California, a
privately held company which provides electronic manufacturing services
to original equipment manufacturers.
Form 8-K dated January 16, 1995, as amended, reporting that the Company
acquired a 25% equity interest in BarOn Technologies, Ltd., a privately
held company located in Haifa, Israel, engaged in the research and
development of input devices for computers that can directly digitize
handwriting in a variety of languages, from any surface, and a right to
acquire an additional 8.33% equity interest in BarOn Technologies, Ltd.
ITEM 14 (c). EXHIBITS REQUIRED BY ITEM 601 OF REGULATION S-K
See Item 14(a) 3 above.
ITEM 14 (d). (STATEMENTS EXCLUDED FROM ANNUAL REPORT TO SHAREHOLDERS
None.
77
<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.
ELECTRONIC ASSOCIATES, INC.
Registrant
By: /s/ Joseph R. Spalliero
--------------------------
Joseph R. Spalliero, President
Dated: April 28, 1995
By: /s/ Jonathan R. Wolter
-----------------------------
Jonathan R. Wolter, Treasurer and Vice
President, Finance
Dated: April 28, 1995
78
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Page
- ---------- ----------- ----
<S> <C> <C>
2 Agreement and Plan of Reorganization by and Among Electronic
Associates, Inc., Tanon Manufacturing, Inc., EA Acquisition Corp. and
Joseph R. Spalliero, dated December 12, 1994, was filed as Exhibit 2 to
the Company's Report on Form 8-K (Date of Report: January 4, 1995), as
amended, and is hereby incorporated by reference.
3.1 Certificate of Incorporation, as amended, was filed as Exhibit 3.1 to the
Company's Registration Statement on Form S-1, No. 33-81892, as
amended, and is hereby incorporated by reference.
3.2 By-Laws, as amended.
4.1 Specimen of Common Stock share Certificate, was filed as Exhibit 4.1 to
the Company's Registration Statement on Form S-1, No. 33-81892, as
amended, and is hereby incorporated by reference.
4.2 Rights Agreement, dated as of February 10, 1988, between the
Company and Manufacturers Hanover Trust Company, as Rights
Agent, was filed as Exhibit 1 to the Company's Form 8-A,
dated February 11, 1988, and is hereby incorporated by
reference.
4.3 Amendment, dated as of October 24, 1990, to the Rights Agreement, was
filed as Exhibit 2 to the Company's Form 8, dated October 24, 1990, and
is hereby incorporated by reference.
10.1 Form of Common Stock Purchase Warrants issued pursuant to Settlement
Agreement dated March 10, 1988 between the Company and certain
utilities was filed as Exhibit 2(c) to the Company's Annual Report on Form
10-K for the year ended December 31, 1990, and is hereby incorporated by
reference.
10.2 1972 Stock Option Plan, as amended and restated, was filed as Appendix
III to the Company's Proxy Statement dated April 18, 1994, and is hereby
incorporated by reference.
<PAGE>
Exhibit No. Description Page
- ---------- ----------- ----
<S> <C> <C>
10.3 Form of grant letter with respect to options granted pursuant to the 1972
Stock Option Plan was filed as Exhibit 10(c) to the Company's Annual
Report on Form 10-K for the year ended December 31, 1990, and is
hereby incorporated by reference.
10.4 1991 Stock Option Plan for Non-Employee Directors, was filed as Exhibit
10(d) to the Company's Annual Report on Form 10-K for the year ended
December 31, 1991, and is hereby incorporated by reference.
10.5 1988 Management Incentive Compensation Plan, as amended as
of January 1, 1992, was filed as Exhibit 10(e) to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1991, and is hereby incorporated by reference.
10.6 Second Amendment of Lease and Option Agreement, dated as of
April 1, 1989, between the Company and 185 Monmouth Parkway
Associates was filed as Exhibit (a) to the Company's Report
on Form 10-Q for the three months ended March 31, 1989, and
is hereby incorporated by reference.
10.7 Executive Death Benefit Plan and Amendment, was filed as Exhibit 10(k)
to the Company's Annual Report on Form 10-K for the year ended
December 31, 1987, and is hereby incorporated by reference.
10.8 Stock Purchase Agreement, dated as of February 8, 1990,
between the Company and Nippon Mining Co., Ltd. was filed as
Exhibit 10(a) to the Company's Report on Form 8-K, dated
February 21, 1990, and is hereby incorporated by reference.
10.9 Executive Severance Agreement, dated as of November 18, 1991, between
the Company and Richard G. Rogers, was filed as Exhibit 10(n) to the
Company's Annual Report on Form 10-K for the year ended December 31,
1991, and is hereby incorporated by reference.
10.10 Development and Distribution Agreement, dated July 30, 1991,
between the Company and Nippon Mining Co., Ltd., was filed
as Exhibit 10(o) to the Company's Annual Report on Form 10-K
for the year ended December 31, 1992, and is hereby
incorporated by reference.
10.11 Asset Purchase Agreement, dated May 15, 1992, between the
Company, Milo Technologies, Inc., Charles A. Milo and
Loretta Milo was filed as Exhibit 10(p) to the Company's
Annual Report on Form 10-K for the year ended December 31,
1993, and is incorporated herein by reference.
<PAGE>
Exhibit No. Description Page
- ---------- ----------- ----
<S> <C> <C>
10.12 Stock Purchase Agreement, dated May 15, 1992, between the Company,
Milotec S.A. De C.V., Charles A. Milo, Loretta Milo and certain other
individuals, was filed as Exhibit 10(q) to the Company's Annual Report on
Form 10-K for the year ended December 31, 1992, and is hereby
incorporated by reference.
10.13 Employment Agreement, dated May 29, 1992, between the Company and
Charles A. Milo, was filed as Exhibit 10(r) to the Company's Annual
Report on Form 10-K for the year ended December 31, 1992, and is
hereby incorporated by reference.
10.14 Non-Compete Agreement, dated May 29, 1992, between the Company and
Charles A. Milo, was filed as Exhibit 10(s) to the Company's Annual
Report on Form 10-K for the year ended December 31, 1992, and is
hereby incorporated by reference.
10.15 Non-Compete Agreement, dated May 29, 1992, between the Company and
Loretta Milo, was filed as Exhibit 10(t) to the Company's Annual Report
on Form 10-K for the year ended December 31, 1992, and is hereby
incorporated by reference.
10.16 Sublease Agreement, dated May 29, 1992, between the Company and Milo
Technologies, Inc., was filed as Exhibit 10(u) to the Company's Annual
Report on Form 10-K for the year ended December 31, 1992, and is
hereby incorporated by reference.
10.17 Lease Agreement, dated May 22, 1992, between the Company,
Charles A. Milo and Loretta Milo, was filed as Exhibit 10(v)
to the Company's Annual Report on Form 10-K for the year
ended December 31, 1992, and is hereby incorporated by
reference.
10.18 Form of Purchase Agreement executed by each purchaser in connection
with the private sale of the Company's securities in January 1994, was filed
as Exhibit 10(w) to the Company's Annual Report on Form 10-K for the
year ended December 31, 1993, and is incorporated by reference.
10.19 Form of Class A Warrant issued to each purchaser in
connection with the private sale of the Company's securities
in January 1994, was filed as Exhibit 10(X) to the Company's
Annual Report on Form 10-K for the year ended December 31,
1993, and is hereby incorporated by reference.
<PAGE>
Exhibit No. Description Page
- ---------- ----------- ----
<S> <C> <C>
10.20 Form of Class B Warrant issued to each purchaser in
connection with the private sale of the Company's securities
in January 1994, was filed as Exhibit 10(y) to the Company's
Annual Report on Form 10-K for the year ended December 31,
1993, and is hereby incorporated by reference.
10.21 Agreement to Issue Warrants, dated January 28, 1994, between
the Company and Norcross Securities, Inc. together with a
Warrant issued by the Company and a form of a Warrant
issuable under certain circumstances, comprising Exhibits to
the Agreement to Issue Warrants, was filed as Exhibit 10(z)
to the Company's Annual Report on Form 10-K for the year
ended December 31, 1993, and is hereby incorporated by
reference.
10.22 Subscription Agreement, dated February 4, 1994, between the
Company and 185 Monmouth Parkway Associates, L.P., was filed
as Exhibit 10(aa) to the Company's Annual Report on Form
10-K for the year ended December 31, 1993, and is hereby
incorporated by reference.
10.23 Second Amendment, dated August 4, 1993, to Second Amendment
of Lease and Option Agreement, dated as of April 1, 1989,
between the Company and 185 Monmouth Parkway Associates,
L.P. and letter dated August 6, 1993, modifying Second
Amendment, dated August 4, 1993, to Second Amendment of
Lease and Option Agreement, was filed as Exhibit 10(ab) to
the Company's Annual Report on Form 10-K for the year ended
December 31, 1993, and is hereby incorporated by reference.
10.24 Employment Agreement, dated as of November 15, 1993, between the
Company and Charles A. Milo, was filed as Exhibit 10(ac) to the
Company's Annual Report on Form 10-K for the year ended December 31,
1993, and is hereby incorporated by reference.
<PAGE>
Exhibit No. Description Page
- ---------- ----------- ----
<S> <C> <C>
10.25 Accounts Financing Agreement between Congress Financial
Corporation and the Company, dated August 13, 1993; Covenant
Supplement to Accounts Financing Agreement between Congress
Financial Corporation and the Company, dated August 13,
1993; Term Promissory Note A given to Congress Financial
Corporation, dated August 13, 1993; Term Promissory Note B
given to Congress Financial Corporation, dated August 13,
1993; Inventory Loan Letter executed by the Company to
Congress Financial Corporation, dated August 13, 1993;
Inventory and Equipment Security Agreement Supplement to
Accounts Financing Agreement executed by the Company to
Congress Financial Corporation, dated August 13, 1993; Trade
Financing Agreement Supplement to Accounts Financing
Agreement executed by the Company to Congress Financial
Corporation, dated August 13, 1993; Subordination and
Intercreditor Agreement between Congress Financial
Corporation and Milo Technologies, Inc., dated August 13,
1993; Subordination and Intercreditor Agreement between
Congress Financial Corporation and Mezzanine Financial Fund,
L.P., dated August 13, 1993; and Enhancement Fee Agreement
between the Company and Mezzanine Financial Fund, L.P.,
dated August 13, 1993, was filed as Exhibit 10(ad) to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1993, and is hereby incorporated by reference.
10.26 Asset Purchase Agreement, dated June 4, 1993, between the
Company and Halifax Corporation together with a
Non-Competition Agreement, Assignment and Assumption
Agreement, Service Mark License Agreement, Low Cost Host
License Agreement, and Master Subcontract Agreement,
comprising Exhibits to the Asset Purchase Agreement, was
filed as Exhibit 10(ae) to the Company's Annual Report on
Form 10-K for the year ended December 31, 1993, and is
hereby incorporated by reference.
10.27 Lease Agreement, dated August 1, 1993, between the Company
and Parque Industrial de Nogales, S.A. de C.A., Nogales,
Sonora, Mexico, was filed as Exhibit 10(af) to the Company's
Annual Report on Form 10-K for the year ended December 31,
1993, and is hereby incorporated by reference.
10.28 Form of Subscription Agreement executed by each purchaser in
connection with the private placement of the Company's
securities which was commenced in June 1994, was filed as
Exhibit 10.28 to the Company's Registration Statement on
Form S-1, No. 33-81892, as amended, and is hereby
incorporated by reference.
<PAGE>
Exhibit No. Description Page
- ---------- ----------- ----
<S> <C> <C>
10.29 Form of Class C Warrant issued to each purchaser in
connection with the private placement of the Company's
securities which was commenced in June 1994, was filed as
Exhibit 10.29 to the Company's Registration Statement on
Form S-1, No. 33-81892, as amended, and is hereby
incorporated by reference.
10.30 1994 Equity Incentive Plan, as adopted by the Company's shareholders on
June 28, 1994 and attached as Appendix I to the Company's Proxy
Statement dated June 7, 1994, is hereby incorporated by reference.
10.31 1994 Stock Option Plan for Non-Employee Directors, as
adopted by the Company's shareholders on May 17, 1994 and is
attached as Appendix II to the Company's Proxy Statement
dated April 18, 1994, is hereby incorporated by reference.
10.32 Executive Services Agreement, dated November 15, 1993, between the
Company and Richard G. Rogers, as amended by Amendment to Executive
Services Agreement, dated March 14, 1994, was filed as Exhibit 10.32 to
the Company's Registration Statement on Form S-1, No. 33-81892, as
amended, and is hereby incorporated by reference.
10.33 Employment Agreement, dated as of November 18, 1991, between the
Company and Richard G. Rogers, was filed as Exhibit 10(m) to the
Company's Annual Report on Form 10-K for the year ended December 31,
1991, and is hereby incorporated by reference.
10.34 Form of Consulting Agreement entered into between the
Company and Irwin L. Gross on March 21, 1994, was filed as
Exhibit 2 to the Company's Registration Statement on Form
S-1, No. 33-81892, as amended, and is hereby incorporated by
reference.
10.35 Form of Placement Agent's Warrant Agreement entered into
between the Company and Neidiger/Tucker/Bruner, Inc.,
together with a Form of Warrant issued by the Company
comprising an Exhibit to the Placement Agent's Warrant
Agreement, was filed as Exhibit 10.35 to the Company's
Registration Statement on Form S-1, No. 33-81892, as
amended, and is hereby incorporated by reference.
10.36 Loan and Security Agreement, dated January 17, 1990, between the
Company and Mellon Bank (East) N.A. was filed as Exhibit 4(a) to the
Company's Annual Report on Form 10-K for the year ended December 31,
1989, and is hereby incorporated by reference.
<PAGE>
Exhibit No. Description Page
- ---------- ----------- ----
<S> <C> <C>
10.37 First Amendment and Modification to Loan and Security
Agreement, dated April 1990, between the Company and Mellon
Bank (East) N.A. was filed as Exhibit 4(e) to the Company's
Annual Report on Form 10-K for the year ended December 31,
1990, and is hereby incorporated by reference.
10.38 Second Amendment and Modification to Loan and Security Agreement,
dated January 17, 1991, between the Company and Mellon Bank (East)
N.A. was filed as Exhibit 4(f) to the Company's Annual Report on Form
10-K for the year ended December 31, 1990, and is hereby incorporated by
reference.
10.39 Third Amendment and Modification to Loan and Security
Agreement, dated March 4, 1992, between the Company and
Mellon Bank, N.A., was filed as Exhibit 4(g) to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1991, and is hereby incorporated by reference.
10.40 Fourth Amendment and Modification to Loan and Security
Agreement, dated June 19, 1992, between the Company and
Mellon Bank (East) N.A., was filed as Exhibit 4(h) to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1992, and is hereby incorporated by reference.
10.41 Fifth Amendment and Modification to Loan and Security
Agreement, dated July 31, 1992, between the Company and
Mellon Bank (East) N.A., was filed as Exhibit 4(i) to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1992, and is hereby incorporated by reference.
10.42 Sixth Amendment and Modification to Loan and Security
Agreement, dated December 31, 1992, between the Company and
Mellon Bank (East) N.A., was filed as Exhibit 4(j) to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1992, and is hereby incorporated by reference.
10.43 Seventh Amendment and Modification to Loan and Security
Agreement, dated January 22, 1993, between the Company and
Mellon Bank (East) N.A., was filed as Exhibit 4(k) to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1992, and is hereby incorporated by reference.
<PAGE>
Exhibit No. Description Page
- ---------- ----------- ----
<S> <C> <C>
10.44 Eighth Amendment and Modification to Loan and Security
Agreement, dated February 26, 1993, between the Company and
Mellon Bank (East) N.A., was filed as Exhibit 4(l) to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1992, and is hereby incorporated by reference.
10.45 Amended and Restated Loan and Security Agreement, dated
March 31, 1993, between the Company and Mellon Bank N.A.,
was filed as Exhibit 4(m) to the Company's Annual Report on
Form 10-K for the year ended December 31, 1992, and is
hereby incorporated by reference.
10.46 Form of Investment Agreement dated January 15, 1995 by and between
Electronic Associates, Inc. and BarOn Technologies, Ltd., was filed as
Exhibit 10.1 to the Company's Report on Form 8-K (Date of Report:
January 16, 1995), as amended, and is hereby incorporated herein by
reference.
10.47 Form of Stock Purchase Agreement between the Company and various
shareholders of BarOn Technologies, Ltd., was filed as Exhibit 10.2 to the
Company's Report on Form 8-K (date of report: January 16, 1995), as
amended, and is hereby incorporated herein by reference.
10.48 Form of Shareholders Agreement among the Company, BarOn
Technologies, Ltd. and the shareholders of BarOn Technologies, Ltd., was
filed as Exhibit 10.3 to the Company's Report on Form 8-K (Date of
Report: January 16, 1995), as amended, and is hereby incorporated herein
by reference.
+10.49 Business Loan Agreement dated as of October 20, 1994 by and between
Electronic Associates, Inc., and BarOn R&D Ltd.
+10.50 Business Loan Agreement dated September 8, 1994 by and between
Electronic Associates, Inc. and Tanon Manufacturing, Inc.
+10.51 Employment Agreement dated as of January 4, 1995 between Tanon
Manufacturing, Inc. and Joseph R. Spalliero.
+10.52 Non-Competition and Confidentiality Agreement dated as of
January 4, 1995 by and among Electronic Associates, Inc.,
Tanon Manufacturing, Inc.
and Joseph R. Spalliero.
<PAGE>
Exhibit No. Description Page
- ---------- ----------- ----
<S> <C> <C>
+10.53 Promissory Note dated January 4, 1995 in the principal amount of
$1,000,000 from Jospeh R. Spalliero and Patricia Spalliero to Electronic
Associates, Inc.
+10.54 Letter Agreement dated February 2, 1995 between Charles A. Milo and
Electronic Associates, Inc.
+10.55 Amendment dated March 23, 1995 to Consulting Agreement dated March
21, 1994 between Irwin L. Gross and Electronic Associates, Inc.
+10.56 Manufacturing and Consulting Agreement dated Janaury 16, 1995
between BarOn Technologies, Ltd. and Electronic Associates, Inc.
23 Consents of experts and counsel
a. Consent of Arthur Anderson, LLP, Independent Public Accountants of
Electronic Associates, Inc.
+27 Financial Data Schedule
99.1 The audited balance sheet of BarOn Technologies Ltd. as of
December 31, 1993 and December 31, 1992 and related
statements of operations, shareholders' equity and cash flow
for the year ended December 31, 1993 and for the period from
inception in 1992 through December 31, 1992, together with the
unaudited balance sheet of BarOn Technologies Ltd. as of
September 30, 1994 and related statements of operations,
shareholders' equity and cash flows for the nine months ended
September 30, 1994 were filed as Exhibit 99.1 to the Company's
Report on Form 8-K (date of Report: January 16, 1995), as
amended, and are hereby incorporated herein by reference.
99.2 The audited balance sheet of Tanon Manufacturing, Inc. as of
December 31, 1993 and December 31, 1992 and related
statements of operations, shareholders' equity and cash flows
for the years ended December 31, 1993, 1992 and 1991, together
with the unaudited balance sheet of Tanon Manufacturing, Inc.
as of October 1, 1994 and related statements of operations,
shareholders' equity and cash flows for the nine months ended
October 1, 1994 and October 2, 1993, were filed as Exhibit 99
to the Company's Report on Form 8-K (date of Report:
January 4, 1995), as amended, and are hereby incorporated
herein by reference.
+ Previously filed.
</TABLE>
ELECTRONIC ASSOCIATES, INC.
185 MONMOUTH PARKWAY
WEST LONG BRANCH, NEW JERSEY 07764
BYLAWS
<PAGE>
ELECTRONIC ASSOCIATES, INC.
WEST LONG BRANCH, NEW JERSEY
BYLAWS
OFFICES
- -------
1. The principal office shall be at 185 Monmouth Parkway, West
Long Branch, New Jersey.
2. The Corporation may also have offices at such other places as the Board
of Directors may from time to time appoint or the business of the
Corporation may require.
SEAL
- ----
3. The Corporation Seal shall consist of the letters "EAI"
surrounded by a ring and the figure "1945", all placed upon a
decorative background.
STOCKHOLDERS MEETING
- --------------------
4. All meetings of the stockholders shall be held at such place within or
without the State of New Jersey, as may from time to time be designated
by the Board of Directors and stated in the notice of the meeting.
5. The Annual Meeting of Stockholders shall be held on such date and at
such time as may be fixed by the Board of Directors. At the Annual
Meeting of Stockholders, the stockholders shall elect, by plurality
vote and by ballot, Directors in accordance with Paragraph 12 of these
Bylaws by ballots and shall transact such other business as may
properly be brought before the meeting.
6. The holders of record of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or
represented by proxy, shall be requisite and shall constitute
a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by
statute. If, however, a quorum shall not be present at any
meeting of the stockholders, the majority of stockholders
entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to
time, without notice other than announcement at the meeting,
until a quorum shall be present. At such adjourned meeting at
which a quorum shall be present or represented, any business
(2)
<PAGE>
may be transacted which might have been transacted at the
meeting as originally notified.
7. At any meeting of the stockholders, every stockholder having
the right to vote shall be entitled to vote in person or by
proxy appointed by an instrument in writing subscribed by such
stockholder or by his duly authorized attorney and bearing a
date not more than three years prior to said meeting. Each
proxy shall be delivered to the Secretary of the Corporation
prior to the meeting. The attendance at any meeting of a
stockholder who may therefore have given a proxy shall not
have the effect of revoking the proxy unless the stockholder
so attending shall, in writing, so notify the Secretary, at
any time prior to the voting of the proxy. Each stockholder
shall have one vote for each share of stock, having voting
power registered in his name at the time of the closing of the
transfer books or on the date fixed as record date for said
meeting.
8. Written notice of the time, place and purpose or purposes of the Annual
Meeting and any special meeting of stockholders shall be mailed to each
stockholder of record entitled to vote thereat, at such address as
appears on the stock books of the Corporation, not less than ten nor
more than sixty days before the date of the meeting.
9. The Secretary shall make and certify a complete list of the
stockholders entitled to vote at a stockholders meeting or any
adjournment thereof. Such list may consist of cards arranged
alphabetically and shall be arranged alphabetically within
each class, series, or group of stockholders maintained by the
Corporation for convenience or reference, with the address and
the number of shares held by each stockholder. This shall be
produced at the time and place of the meeting and shall be
subject to the inspection of any stockholder during the whole
time of the meeting.
10. Special meetings of the stockholders for any purpose or
purposes other than those regulated by statute, may be called
by the Chairman of the Board and shall be called by the
Chairman of the Board or Secretary at the request in writing
of a majority of the Board of Directors, or at the request in
writing by the holder of record of a majority of the entire
capital stock of the Corporation issued and outstanding and
entitled to vote. Such request shall state the purpose or
purposes of the proposed meeting.
(3)
<PAGE>
11. Business transacted at all special meetings shall be confined
to the purposes stated in the call and matters germane
thereto.
DIRECTORS
- ---------
12. The Board shall consist of not less than three (3) nor more
than nine (9) directors, and the directors shall be divided
into three classes, designated "Class I," "Class II" and
"Class III". There shall be up to three Directors in Class I,
up to three Directors in Class II, and up to three Directors
in Class III.The term of office of the Class I, Class II and
Class III Directors shall be three years. The term of office
of the Class I directors shall expire at the 1993 Annual
Meeting of Stockholders; the term of office of the Class II
Directors shall expire at the 1995 Annual Meeting of
Stockholders; and the term of office for the Class III
Directors shall expire at the 1994 Annual Meeting of
Stockholders. At each Annual Meeting, Directors to replace
those whose terms expire at such Annual Meeting shall be
elected to hold office until the expiration of the term of
which they are elected and until their successors have been
elected and qualified.*
13. No person shall be a nominee for Director after the age of 68
years.
14. The Directors may hold their meetings and keep the books of the
Corporation, except the stock book and the transfer book, outside of
New Jersey, at such places as they may from time to time determine.
15. If the office of any Director or Directors becomes vacant for any
reason, the Directors in office, although less than a quorum, may by
majority vote choose a successor or successors who shall hold office
for the unexpired term in respect to which such vacancy occurred or
until the next election of Directors, whichever occurs first.
16. The property and business of the Corporation shall be managed
by its Board of Directors who may exercise all such powers of
the Corporation and do all such lawful acts and things as are
not by statute directed or required to be exercised or done by
the stockholders.
- --------
* Amended October 1, 1992, further amended February 23, 1993, and
further amended January 4, 1995.
(4)
<PAGE>
17. The Board may designate one of its members as the Chairman of
the Board. The Chairman of the Board shall preside at all
meetings of the stockholders and the Board of Directors. The
Chairman shall assist in communications between the members of
the Board of Directors and the President and shall perform
such other tasks as may be determined from time to time by the
Board. The Chairman shall not be an officer of employee of the
Corporation.
MEETINGS OF THE BOARD
- ---------------------
18. The first meeting of each newly elected Board shall be held at such
place and time as shall be fixed by the consent of all such Directors.
19. Regular meeting of the Board, as established by the Board at its
organizational meeting, may be held without further notice at such time
and place, either within or without the State of New Jersey, as shall
from time to time be determined by the Board.
20. The Chairman of the Board may call special meetings of the Board by
giving oral, telephonic, telegraphic or written notice to each Director
not less than three days prior to the meeting. Upon the written request
of two Directors, the Chairman of the Board or Secretary shall call
special meetings by giving like notice.
21. At all meeting of the Board, the presence of a majority of the Board of
Directors shall be necessary and sufficient to constitute a quorum for
the transaction of business and the act of a majority of the Directors
present at any meeting at which there is a quorum shall be the act of
the Board, except as may be otherwise specifically provided by statute.
22. Unless otherwise restricted by the certificate of
incorporation or these Bylaws, any action required or
permitted to be taken pursuant to authorization noted at a
meeting of the Board of Directors or of any Committee thereof
may be taken without a meeting, if, prior or subsequent to
such action, all members of the Board or Committee, as the
case may be, consent thereto in writing, and such written
consents are filed with the minutes of proceedings of the
Board or Committee.
23. Unless otherwise restricted by the certificate of incorporation or
these Bylaws, any or all Directors may participate in a meeting of the
Board of Directors or Committee of the Board by means of conference
telephone or any means of communication by which all persons
participating in the meeting are able to hear each other.
(5)
<PAGE>
COMMITTEES
- ----------
24. The Board of Directors, by resolution adopted by a majority of
the entire Board, may appoint one or more Committees, each to
consist of one or more of the Directors, which, to the extent
provided in said resolution, shall have and may exercise all
the authority of the Board of Directors except as restricted
by statute. Vacancies in the membership of a Committee shall
be filled by the Board of Directors at a regular meeting
thereof or at a special meeting called for that purpose. All
Committees shall keep regular minutes of their proceedings and
report their actions to the Board.
COMPENSATION OF DIRECTORS
- -------------------------
25. Directors, as such, shall not receive any stated salary for
their services. By resolution of the Board, a stated retainer
for service as a Director and a fixed sum and expenses of
attendance, if any, may be allowed for attendance at each
regular or special meeting of the Board, or any Committee of
the Bard, provided that nothing herein contained shall be
construed to preclude any Director from serving the
Corporation in any other capacity and receiving compensation
thereof. The Chairman of the Board shall receive such
compensation, in addition to the fees payable to the Directors
generally, as shall be determined by the Board.
OFFICERS
- --------
26. The officers of the Corporation shall be a President, a
Secretary and a Treasurer. Any two of the aforesaid offices
may be held by the same person.
27. The Board of Directors at its first meeting after each Annual Meeting
of Stockholders shall elect a President from its members and the Board
shall at such meeting also choose a Secretary and a Treasurer who need
not be members of the Board.
28. The Board of Directors may elect one or more Vice Presidents, one or
more Assistant Secretaries and one of more Assistant Treasurers and
such other officers and agents as it may deem necessary who shall have
such authority and perform such duties as from time to time shall be
prescribed by the Board or delegated by the President.
29. The salaries of all Officers of the Corporation shall be fixed
by the Board of Directors.
30. Any officer elected by the Board of Directors may be removed
at any time by the affirmative vote of a majority of the whole
(6)
<PAGE>
Board of Directors with or without cause. If the office of President,
Secretary or Treasurer becomes vacant for any reason, the vacancy shall
be filled by the Board of Directors.
PRESIDENT
- ---------
31. The President shall be the Chief Executive Officer of the
Corporation, shall generally and actively manage the business
of the Corporation, and shall see that all orders and
resolutions of the Board are carried out. He shall execute
bonds, mortgages and other contracts requiring a seal, under
the Seal of the Corporation except where required by law to be
otherwise signed and executed and except where the signing and
execution thereof shall be expressly delegated by the Board of
Directors to some officer or agent of the Corporation.
32. In the case of the absence of inability to act of the President,
another officer designated by the Board of Directors shall perform the
duties and exercise the powers of the President.
SECRETARY
- ---------
33. The Secretary shall attend all sessions of the Board and all
meetings of the stockholders and record all votes and the
minutes of all proceedings in a book to be kept for that
purpose and shall perform like duties for the Committee when
required. He shall give or cause to be given notice of all
meetings of the stockholders and special meetings of the Board
of Directors, and shall perform such other duties as may be
prescribed by the Board of Directors or President under whose
supervision he shall be.
TREASURER
- ---------
34. The Treasurer shall have the custody of the Corporation funds and
securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit
all monies and other valuable effects in the name and to the credit of
the Corporation in such depositories as may be designated by the Board
of Directors.
35. He shall disburse the funds of the Corporation as may be ordered by the
Board, taking proper vouchers for such disbursements and shall render
to the President and Directors at the regular meetings of the Board of
Director, or whenever they may require it, an account of all his
transactions as Treasurer and of the financial Condition of the
Corporation.
(7)
<PAGE>
36. At the request of the Board, he shall give the Corporation a
bond in a sum and with such surety or sureties as shall be
satisfactory to the Board, for the faithful performance of the
duties of his office and for the restoration to the
Corporation in case of his death, resignation, retirement or
removal from office, of all books, papers, vouchers, money and
other property of whatever kind in his possession or under his
control belonging to the Corporation.
INDEMNIFICATION
- ---------------
37. 37.1. Definitions. As used in this Article 37,
-----------
(a) "Expenses" means reasonable costs, disbursements, and
counsel fee;
(b) "Liabilities" means amounts paid or incurred in
satisfaction of settlements, judgments, fines and penalties;
and
(c) "Proceeding" means any pending, threatened or completed
civil, criminal, administrative or arbitrative action, suit or
proceeding, and any appeal therein and any inquiry or investigation
which could lead to such action, suit or proceeding.
37.2. Indemnification of Directors and Officers. The Corporation shall,
-----------------------------------------
to the fullest extent permitted by laws of the State of New Jersey as
from time to time in effect, indemnify any person who is or was made a
party or is threatened to be made a party to any Proceeding by reason
of the fact that he is or was a director or officer of the Corporation
or, while serving as a director or officer of the Corporation, is or
was serving at the request of the Corporation as a director, officer,
trustee, employee or agent of another corporation, partnership, trust,
employee benefit plan or other enterprise against all Expenses and
Liabilities.
37.3. Indemnification of Others. If the Board of Directors so
-------------------------
determines, the Corporation may provide indemnification, on
such terms and to such extent as may be fixed by the Board, to
employees and other persons to whom the provisions of Section
37.2 do not relate.
37.4. Reimbursement and Advances. The Corporation shall, from time to
--------------------------
time, reimburse or advance to any person referred to in section 37.2
the funds necessary for payment of Expenses incurred in connection with
any Proceeding, upon receipt of a written undertaking by or on behalf
of such person to repay such amount unless it shall ultimately be
determined that he is entitled to indemnification. Nothing contained in
this Section 37.4 shall limit the right of the Corporation, from
(8)
<PAGE>
time to time, to reimburse or advance funds to any person
referred to in Section 37.3.
37.5. Serving at the Request of the Corporation. Without limitation of
-----------------------------------------
any indemnification provided by Section 37.2, any director or officer
of the Corporation serving (i) another corporation, partnership, joint
venture or trust of which the majority of the voting power or residual
economic interest is held, directly or indirectly, by the Corporation,
or (ii) any employee benefit plan of the Corporation or any entity
referred to in cause (i), in any capacity, shall be deemed to be doing
so at the request of the Corporation.
37.6. Determination of Entitlement. Any person entitled to be
----------------------------
indemnified or to the reimbursement or advancement of expenses as a
matter of right pursuant to this Article 37 may, to the extent
permitted by applicable law, elect to have the right of indemnification
(or advancement or expenses) interpreted on the basis of the applicable
law in effect at the time of the occurrence of the event or events
giving rise to the Proceeding or on the basis of the applicable law in
effect at the time indemnification is sought.
37.7. Contractual Right. The right to be indemnified or to the
-----------------
reimbursement or advancement of expenses pursuant to Section 37.2 or
37.4 (i) is a contract right pursuant to which the person entitled
thereto may bring suit as if the provisions hereof were set forth in a
separate written contract between the Corporation and such person, (ii)
is intended to be retroactive and shall, to the extent permitted by
law, be available with respect to events occurring prior to the
adoption hereof, and (iii) shall continue to exist after the rescission
or restrictive modification hereof (as a result of an amendment to the
Certificate of Incorporation of the Corporation or these By-laws or
otherwise) with respect to events occurring prior thereto. In the event
that any person brings suit to enforce the provisions of this Article
37 and is successful in whole or in part in any such suit, such person
shall be entitled also to be paid the expense of prosecuting such suit.
37.8. Nonexclusivity. The rights and authority conferred in this
--------------
Article 37 shall not be exclusive of any other right which any person
may have or hereafter acquire under any statute, provision of these
By-laws, agreement, vote of stockholders or directors or otherwise.
CERTIFICATES OF STOCK
- ---------------------
38. The certificates of stock of the Corporation shall be numbered
and registered as they are issued. They shall exhibit the
holder's name and the number and class of shares and the
(9)
<PAGE>
designation of the series, if any, shall be signed by the President,
any Vice President, the Treasurer, an Assistant Treasurer, the
Secretary, or the Assistant Secretary. If any certificate is signed by
a transfer agent or an assistant transfer agent or by a transfer clerk
on behalf of the Corporation and a registrar, the signature of any such
officer may be facsimile.
LOST CERTIFICATES
- -----------------
39. The President may direct a new certificate or certificates to
be issued in place of any certificate or certificates
theretofore issued by the Corporation, alleged to have been
destroyed or lost, upon the making of an affidavit of that
fact by the person claiming the certificate of stock to be
lost or destroyed. When authorizing such issue of a new
certificate or certificates, the President may, in his
discretion and as a condition precedent to the issuance
thereof, require the owner of such lost or destroyed
certificate or certificates, or his legal representative, to
advertise the same in such manner as he shall require and/or
give the Corporation a bond in such sum and with such surety
of sureties as he may direct as indemnity against any claim
that may be made against the Corporation with respect to the
certificate alleged to have been lost or destroyed.
TRANSFER OF STOCK
- -----------------
40. Upon the surrender to the Corporation or transfer agent of the
Corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it
shall be the duty of the Corporation to issue a new certificate to the
person entitled thereto, cancel the old certificate and record the
transaction upon its books.
CLOSING OF TRANSFER BOOKS
- -------------------------
41. The Board of Directors shall fix, in advance a date no less
than ten and no more than sixty days preceding the date of any
meeting of stockholders, or the date for the allotment of
rights, or the date when any change or conversion or exchange
of capital stock shall go into effect as a record date for the
determination of the stockholders entitled to notice of and to
vote at any such meeting, or entitled to receive payment of
any such allotment of rights, or to exercise the rights in
respect to any such changes, conversion or exchange of capital
stock and in such case stockholders of record on the date so
fixed shall be exclusively entitled to such notice of and to
vote at such meeting or to receive any such allotment of
(10)
<PAGE>
rights, or exercise such rights, as the case may be, notwithstanding
any transfer of any stock on the books of the Corporation after such
record date fixed as aforesaid. For the payment of any dividends, the
Board of Directors shall fix as a record date for the determination of
the stockholders entitled to receive payment of any such dividend the
date of the meeting at which such dividend was declared or any date
within the next succeeding thirty days and in such case, stockholders
of record on the date so fixed shall be exclusively entitled to receive
payment of such dividend.
REGISTERED STOCKHOLDERS
- -----------------------
42. The Corporation shall be entitled to treat the holder of record of any
share or shares of stock as the holder in fact thereof and accordingly
shall not be bound to recognize any equitable or other claim to or
interest in such share on the part of any other person whether or not
it shall have express or other notice thereof, save as expressly
provided by the laws of New Jersey.
INSPECTION OF BOOKS
- -------------------
43. The Corporation's stockholder records and minutes shall be
made available for inspection as required by the General
Corporation Law of New Jersey. The Board of Directors shall
determine whether a stockholder otherwise entitled to inspect
the stockholder records and minutes has a proper purpose for
doing so. The Board of Directors shall determine from time to
time whether, and if allowed, when and under what condition
and regulations all other accounts, books and records of the
Corporation shall be open to the inspection of the
stockholders and the stockholder's rights in this respect are,
and shall be restricted and limited accordingly.
CHECKS
- ------
44. All checks or demands for money and notes of the Corporation shall be
signed by such officer or officers as the Board of Directors may from
time to time designate.
FISCAL YEAR
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45. The 1985 fiscal year of the Corporation shall end on December
31, 1985. Commending in 18986, the fiscal year of the
Corporation shall be the calendar year.
(11)
<PAGE>
DIVIDENDS
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46. The Board of Directors may, at any regular or special meeting,
declare dividends out of the surplus of the Corporation.
Dividends may be declared in cash, in property or in capital
stock.
47. Before payment of any dividend, there may be set aside out of
the surplus or net profits of the Corporation such sum or sums
as the Directors from time to time, in their absolute
discretion, think proper as a reserve fund to meet
contingencies or for equalizing dividends or for repairing or
maintaining any property of the Corporation, or for such other
purpose as the Directors may think conductive to the interests
of the Corporation and the Directors may abolish any such
reserve in the manner in which it was created.
NOTICES
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48. Whenever under the provisions of these Bylaws notice is
required to be given to any Director or stockholder, and such
notice is not defined, it shall not be construed to mean
personal notice but such notice may be given in writing by
mail, by depositing the same in the post office or letter box,
in a postpaid, sealed wrapper addressed to such Director or
stockholder at such address as appears on the books of the
Corporation, or, in default of other address, to such Director
or stockholder at the General Post Office in West Long Branch,
New Jersey and such notice shall be deemed to be given at the
time when the same shall be thus mailed.
49. Any notice required to be given under these Bylaws may be
waived in writing, signed by the person or persons entitled to
said notice.
AMENDMENTS
- ----------
50. The Board of Directors shall also have the power to make,
alter, amend and repeal these Bylaws.
(12)
EXHIBIT 23a.
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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
Electronic Associates, Inc.
As independent public accountants, we hereby consent to the incorporation
by reference of our report dated April 14, 1995 in this Form 10-K, into the
Company's previously filed Registration Statement File Nos. 33-42862, and
33-88056.
/s/ Arthur Anderson LLP
-----------------------
Arthur Anderson LLP
Roseland, New Jersey
April 14, 1995
