<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended: December 31, 1995
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to COMMISSION FILE NUMBER 0-9992
KLA INSTRUMENTS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 04-2564110
- ------------------------------- -------------------------------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
160 Rio Robles
San Jose, California
(Address of principal executive offices)
95134
(Zip Code)
Registrant's telephone number, including area code: (408) 468-4200
---------------------------------------------
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 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
--- ---
Common shares outstanding at December 31, 1995: 50,613,000
This report, including all exhibits and attachments, contains 16 pages.
Page 1
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KLA INSTRUMENTS CORPORATION
INDEX
<TABLE>
<CAPTION>
Page
PART I FINANCIAL INFORMATION Number
- ------ --------------------- ------
<S> <C> <C>
Item 1 Financial Statements:
Condensed Consolidated Statements of Operations
Three Months Ended December 31, 1994 and 1995........... 3
Six Months Ended December 31, 1994 and 1995............. 4
Condensed Consolidated Balance Sheets................... 5
Condensed Consolidated Statements of Cash Flows......... 6
Notes to Unaudited Condensed Consolidated
Financial Information................................... 7
Item 2 Management's Discussion and Analysis of Results of
Operations and Financial Condition......................... 8-10
PART II OTHER INFORMATION
- ------- -----------------
Items 1-6.............................................................. 11-12
Signatures............................................................. 13
Index to Exhibits...................................................... 14-15
</TABLE>
Page 2
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KLA INSTRUMENTS CORPORATION
PART 1 FINANCIAL INFORMATION
Item 1 Financial Statements
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
THREE MONTHS ENDED DECEMBER 31,
(In thousands except per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
1994 1995
---- ----
<S> <C> <C>
Net Sales $104,711 $165,750
-------- --------
Cost and expenses:
Cost of sales 48,374 75,352
Engineering, research and development 8,808 18,036
Selling, general and administrative 21,739 29,447
Write-off of acquired in-process technology 25,240 -
-------- --------
104,161 122,835
-------- --------
Income from operations 550 42,915
Interest income and other, net 1,535 3,908
Interest expense (608) (206)
-------- --------
Income before income taxes 1,477 46,617
Provision for income taxes 531 16,782
-------- --------
Net income $ 946 $ 29,835
======== ========
Net income per share $ 0.02 $ 0.57
======== ========
Shares used in computing net income per share 48,188 52,386
</TABLE>
See accompanying notes to unaudited condensed consolidated financial
information.
Page 3
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KLA INSTRUMENTS CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
SIX MONTHS ENDED DECEMBER 31,
(In thousands except per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
1994 1995
---- ----
<S> <C> <C>
Net sales $187,890 $314,826
-------- --------
Costs and expenses:
Cost of sales 88,976 142,024
Engineering, research
and development 16,990 33,657
Selling, general and
administrative 38,189 57,302
Write-off of acquired
in-process technology 25,240 --
-------- --------
169,395 232,983
-------- --------
Income from operations 18,495 81,843
Interest income and other, net 3,032 8,095
Interest expense (1,082) (624)
-------- --------
Income before income taxes 20,445 89,314
Provision for income taxes 6,601 32,153
-------- --------
Net income $ 13,844 $ 57,161
======== ========
Net income per share $ 0.29 $ 1.09
======== ========
Shares used in computing
net income per share 47,974 52,397
</TABLE>
See accompanying notes to unaudited condensed consolidated
financial information.
Page 4
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KLA INSTRUMENTS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
June 30, December 31,
1995 1995
-------- ------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 92,059 $ 58,243
Short-term investments 26,681 27,030
Accounts receivable, net of allowances of
$2,196 and $2,668 129,274 189,031
Inventories 79,759 113,639
Deferred income taxes 18,155 18,155
Other current assets 14,949 14,839
-------- -------
Total current assets 360,877 420,937
Land, property and equipment, net 49,004 55,768
Marketable securities 126,013 136,500
Other assets 10,402 10,013
-------- --------
Total assets $546,296 $623,218
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable $ 4,458 $ 896
Current portion of long-term debt 20,000 --
Accounts payable 19,376 31,176
Income taxes payable 22,797 25,785
Other current liabilities 66,220 90,701
-------- --------
Total current liabilities 132,851 148,558
-------- --------
Deferred income taxes 9,476 9,480
-------- --------
Commitments and contingencies
Stockholders' equity:
Preferred stock, $0.001 par value,
1,000 shares authorized,
none issued and outstanding -- --
Common shares, $0.001 par value,
75,000 shares authorized,
50,160 and 50,613 shares
issued and outstanding 25 25
Capital in excess of par value 263,016 267,509
Retained earnings 138,893 196,054
Treasury stock (581) (581)
Net unrealized gain on investments 1,241 1,517
Cumulative translation adjustment 1,375 656
-------- --------
Total stockholders' equity 403,969 465,180
-------- --------
Total liabilities and stockholders' equity $546,296 $623,218
======== ========
</TABLE>
See accompanying notes to unaudited condensed consolidated financial
information.
Page 5
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KLA INSTRUMENTS CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
SIX MONTHS ENDED DECEMBER 31
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
1994 1995
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net income $13,844 $57,161
Adjustments required to reconcile net income to cash
provided by operations:
Depreciation and amortization 5,669 6,460
Write-off of acquired in-process technology 16,154 --
Changes in assets and liabilities:
Accounts receivable (23,204) (59,757)
Inventories (10,408) (33,880)
Other assets (2,024) 499
Accounts payable 1,834 11,800
Income taxes payable 6,239 2,988
Other current liabilities 14,732 24,481
------- -------
Cash provided by operations 22,836 9,752
------- -------
Cash flows from investing activities:
Capital expenditures (6,155) (13,221)
Purchases of short and long-term available
for sale securities (23,654) (248,555)
Sales and maturities of short and long-term
available for sale securities 992 237,996
Investment in Metrologix (14,182) --
-------- --------
Cash used for investing activities (42,999) (23,780)
-------- --------
Cash flows from financing activities:
Short-term borrowings, net (3,315) (3,562)
Payment of current portion of long-term debt -- (20,000)
Sales of common stock/tax benefit of options
exercised 4,083 4,493
------ -------
Cash provided by (used for) financing activities 768 (19,069)
------ -------
Effect of exchange rate changes 116 (719)
------ -------
Decrease in cash and cash equivalents (19,279) (33,816)
Cash and cash equivalents at beginning of period 139,126 92,059
-------- --------
Cash and cash equivalents at end of period $119,847 $58,243
======== ========
CASH PAID DURING THE PERIOD FOR:
INTEREST $ 1,166 $ 595
INCOME TAXES 8,766 29,603
See accompanying notes to unaudited condensed consolidated financial information.
</TABLE>
Page 6
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KLA INSTRUMENTS CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
INFORMATION
1) This information is unaudited but, in the opinion of Registrant's
management, all adjustments (consisting only of adjustments that are
of a normal recurring nature) necessary for a fair statement of results
have been included. The results for the quarter ended December 31, 1995,
are not necessarily indicative of results to be expected for the entire
year. This financial information should be read in conjunction with the
Registrant's Annual Report on Form 10-K (including items incorporated by
reference therein) for the year ended June 30, 1995.
2) Details of certain balance sheet components:
<TABLE>
<CAPTION>
<S> <C> <C>
June 30, December 31,
1995 1995
-------- ------------
Inventories:
------------
Systems raw materials $ 18,944 $ 35,665
Customer service spares 13,050 13,217
Work-in-process 26,863 42,275
Demonstration equipment 20,902 22,482
-------- ---------
$ 79,759 $ 113,639
======== =========
</TABLE>
3) In August of 1995, the Company repaid the $20.0 million mortgage on its
principal facility.
4) Net income per share is computed using the weighted average number of
common and common equivalent shares outstanding during the respective
periods, including the assumed net shares issuable upon exercise of stock
options, when dilutive.
A two-for-one stock split was declared by the Board of Directors on
July 24, 1995. The stock split was in the form of a 100% stock dividend.
The dividend was paid on September 29, 1995, to stockholders of record
on August 31, 1995. Earnings per share was calculated on a post-split
basis.
Page 7
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KLA INSTRUMENTS CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL CONDITION
Results of Operations
Second Quarter and Six Months of Fiscal 1996 Compared with Second Quarter and
Six Months of Fiscal 1995
Net Sales
Net sales increased 58% and 68%, respectively, for the three and six month
periods ended December 31, 1995 compared to the same periods of the prior
fiscal year. The WISARD business unit was predominantly responsible for the
increase in net sales. The Company attributes the continuing increase in
WISARD's sales primarily to the growing acceptance of the Company's in-line
wafer monitoring equipment that allows semiconductor manufacturers to optimize
device yields. The RAPID business unit, Metrology Group and Automated Test
business unit also recorded significant increases in net sales.
Gross Margin
Gross margins were 54.5% and 54.9%, respectively, for the three and six month
periods ended December 31, 1995 compared to 53.8% and 52.6% for the same
periods of the prior fiscal year. The RAPID Business Unit recorded significant
improvements in gross margin for the quarter ended December 31, 1995 as
compared to the same period of the prior fiscal year. The Company attributes
this increase primarily to volume efficiencies. The improvement in the gross
margin percentage for the three and six months ended December 31, 1995 was also
due to a favorable product mix as the WISARD business unit's share of total
revenue rose.
Engineering, Research and Development
Engineering, research and development expenses were 10.9% and 10.7% of net
sales, respectively, for the three and six month periods ended December 31,
1995 compared to 8.4% and 9.0% for the same periods of the prior fiscal year.
Net engineering expenditures rose $9.2 million and $16.7 million, respectively,
during the three and six month periods ended December 31, 1995 compared to the
same periods of the prior fiscal year. The Company is concentrating on the
broad opportunities in yield management, including the networking of all
measurement tools in a fab, the development of new measurement tools and the
related software for using those tools. The WISARD business unit accounted for
approximately 40% of the increase in dollar spending. The next largest dollar
increase was recorded in the Metrology Group. Smaller increases in dollar
spending were also recorded in the RAPID, PRISM and SEMSpec divisions.
Selling, General and Administrative
Selling, general and administrative expenses were 17.8% and 18.2% of net sales,
respectively, for the three and six month periods ended December 31, 1995
compared to 20.8% and 20.3% for the same periods of the prior fiscal year.
Sales and administration expenses increased at a rate somewhat slower than
sales. Representative commissions increased slightly faster than sales due to
an increase in shipments to Japan.
Page 8
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KLA INSTRUMENTS CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL CONDITION
Interest Income and Other net
- -----------------------------
Interest income and other, net increased $2.4 million and $5.1 million,
respectively, for the three and six month periods ended December 31, 1995
compared to the same periods of the prior fiscal year. The increase is due to
higher average cash balances and higher yields on the Company's investment
portfolio.
Provision for Income Taxes
- --------------------------
The Company's effective tax rate increased to 36% for the three and six month
periods ended December 31, 1995. The Company's tax rate was 34% for the year
ended June 30, 1995. The increase from 34% to 36% is due primarily to the lower
impact of the realization of previously reserved deferred tax assets and the
expiration of the federal research and development tax credit on June 30, 1995.
The IRS is currently auditing the Company's federal income tax returns for
fiscal years 1985 to 1992. The Company has not yet received a notice of
proposed tax deficiency. However, it anticipates a notice will be received in
fiscal 1996. Management believes sufficient taxes have been provided in prior
years and that the ultimate outcome of the IRS audit will not have a material
adverse impact on the Company's financial position or results of operations.
Future Operating Results
- ------------------------
The Company's future results will depend on its ability to continuously
introduce new products and enhancements to its customers as demands for higher
performance yield management and process control systems change or increase.
Due to the risks inherent in transitioning to new products, the Company must
accurately forecast demand in both volume and configuration and also manage the
transition from older products. New product introductions involve the
integration of complex systems and components in order to obtain customer
acceptance. Failure to complete the integration process on a timely basis could
result in delays in customer acceptance and deferrals of net sales to future
periods. The Company's results could be affected by the ability of competitors
to introduce new products which have technological and/or pricing advantages.
The Company's results also will be affected by strategic decisions made by
management regarding whether to continue particular product lines, and by
volume, mix and timing of orders received during a period, fluctuations in
foreign exchange rates, and changing conditions in both the semiconductor
industry and key semiconductor markets around the world. As a result, the
Company's operating results may fluctuate, especially when measured on a
quarterly basis.
Page 9
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Liquidity and Capital Resources
- -------------------------------
Cash, cash equivalents and marketable securities decreased $23 million at
December 31, 1995 compared to June 30, 1995. Cash provided by operations was
$9.8 million. This was offset by the repayment in full of the Company's $20
million mortgage on its principal facility, and by $13.2 million in capital
expenditures. Cash provided by operations was substantially less than reported
earnings, primarily due to investments in Accounts Receivable and Inventories.
Accounts Receivable increased $59.8 million due primarily to an overall
increase in net sales along with nonlinear shipments for the three and six
month periods ended December 31, 1995. Inventories increased $33.9 million to
support the increase in net sales and the ramp-up of new products. Capital
expenditures were primarily for computer equipment to accommodate the planned
introduction of the Company's new enterprise business systems, engineering
computers and equipment to support KLA's rapidly expanding research and
development efforts, plus continued expenditures for facility improvements.
The Company believes that its current level of liquid assets, credit
facilities and expected cash generated from operations are sufficient to
fund growth through the next fiscal year.
Page 10
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KLA INSTRUMENTS CORPORATION
FORM 10-Q
PART II: OTHER INFORMATION
Item 1 - Legal Proceedings Not Applicable
Item 2 - Changes in Securities Not Applicable
Item 3 - Defaults Upon Senior Securities Not Applicable
Item 4 - Submission of Matters to a Vote
of Security Holders Page 12
Item 5 - Other Events Not Applicable
Item 6 - Exhibits and Reports on Form 8-K Page 14-15
Page 11
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ITEM 4
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
An annual meeting of the stockholders was held on November 15, 1995 at the
Company's San Jose headquarters.
At the meeting Mr. Edward W. Barnholt, Dr. Yoshio Nishi and Mr. Kenneth L.
Schroeder were elected directors of the Company. Mr. Leo J. Chamberlain,
Mr. Kenneth Levy, Mr. Robert E. Lorenzini, Mr. Samuel Rubinovitz and
Mr. Dag Tellefsen continued in the office as directors after the meeting.
At the meeting three items were put to a vote of stockholders:
1. Election of two directors
2. Approval of an amendment to the 1982 Employee Stock Option Plan to
increase the number of shares reserved for issuance under the Option
Plan by 2,200,000 shares.
3. Ratification of the appointment of Price Waterhouse LLP as the
independent accountants of the Company for the fiscal year ending
June 30, 1996.
The voting results were:
<TABLE>
<CAPTION>
Item For Against Withheld Abstain No Vote
- ---- --- ------- -------- ------- -------
<S> <C> <C> <C> <C> <C>
1. Directors
Mr. Barnholt 40,784,600 0 161,957
Dr. Nishi 40,788,287 0 158,270
Mr. Schroeder 40,787,105 0 159,452
2. 26,551,550 13,909,377 144,490 341,140
3. 40,872,954 50,873 22,730
</TABLE>
Page 12
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
KLA INSTRUMENTS CORPORATION
February 12, 1996 ROBERT J. BOEHLKE
- ------------------------- --------------------------------
[Date] Robert J. Boehlke
V.P. Finance and Administration
Chief Financial Officer
Page 13
<PAGE> 14
INDEX TO EXHIBITS
(i) EXHIBITS INCORPORATED BY REFERENCE:
3.1 Certificate of Incorporation as amended (7)
3.2 Bylaws, as amended(7)
4.1 Amended and Restated Rights Agreement dated as of August 30, 1995,
between the Company and First National Bank of Boston, as Rights
Agent. The Rights Agreement includes as Exhibit A, the form of
Right Certificate.(1)
10.15 Statement of Partnership to Triangle Partners dated April 12, 1983(2)
10.16 Lease Agreement and Addendum thereto dated January 10, 1983, between
BB&K Partnership and the Company(2)
10.18 Purchase and Sale Agreement dated January 10, 1983, between BB&K
Partnership, Triangle Partners and the Company(3)
10.35 Research and Development Agreement, Cross License and Technology
Transfer Agreement and Agreement for Option to License and
Purchase Resulting Technology, all dated
10.45 Distribution Agreement dated July 1990, by and between Tokyo Electron
Limited, a Japanese Corporation, and the Company(4)
10.46 Principal facility Purchase Agreement dated July 1990, including all
exhibits and amendments; Lease Agreement, Termination of Lease,
Lot line adjustment, rights of first refusal, Deeds of Trust(4)
10.47 Joint Venture Agreement between the Company and Nippon Mining Company,
Limited, dated September 18, 1990(5)
10.49 Exercise of Option to Purchase Technology made effective as of
January 1, 1990, by and between KLA Development No. 4 and the
Company(5)
10.54 Micrion Corporation Series E Preferred Stock Purchase Agreement,
dated September 13, 1991(6)
10.67 Amendment of Credit Agreement between Bank of America NT & SA and
the Company, dated March 31, 1994(9)
10.71 1990 Outside Directors Stock Option Plan (8)
10.73 Amendment of Credit Agreement between Bank of America NT & SA and
the Company dated December 31, 1994(10)
10.74 1981 Employee Stock Purchase Plan, as amended by the Board of
Directors on October 7, 1994(10)
10.76 Amendment of Credit Agreement between Bank of America NT & SA and the
Company dated February 15, 1995(10)
10.77 Lease Agreement, Ground Lease Agreement and Purchase Agreement dated
June 5, 1995, between BNP Leasing Corporation and the
Company(10)
10.78 Lease Agreement and Purchase Agreement dated August 10, 1995,
betweeen BNP Leasing Corporation and the Company(10)
(ii) EXHIBITS INCLUDED HEREWITH:
10.68 Credit Agreement between Bank of America NT & SA and the Company as
amended, on February 7, 1996(9)
10.75 1982 Stock Option Plan, as amended on November 15, 1995(10)
10.79 Amendment of Credit Agreement between Bank of America NT & SA and the
Company dated December 29, 1995
27 Financial Data Schedule
- --------------------
(1) Filed as exhibit number 1 to Form 8-A/A, filed effective September 25,
1995
(2) Filed as the same exhibit number as set forth herein to Registrant's Form
10-K for the year ended June 30, 1983
(3) Filed as the same exhibit number as set forth herein to Registrant's Form
10-K for the year ended June 30, 1987
(4) Filed as the same exhibit number as set forth herein to Registrant's Form
10-K for the year ended June 30, 1990
(5) Filed as the same exhibit number as set forth herein to Registrant's Form
10-K for the year ended June 30, 1991
(6) Filed as the same exhibit number as set forth herein to Registrant's Form
10-K for the year ended June 30, 1992
(7) Filed as the same exhibit number to Registrant's registration statement
no. 33-51819 on Form S-3, dated February 2, 1994
(8) Filed as exhibit number 4.6 as set forth herein to Registrant's Form
10-K for the year ended June 30, 1991
Page 14
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(9) Filed as the same exhibit number as set forth herein to Registrant's
Form 10-K for the year ended June 30, 1994
(10) Filed as the same exhibit number as set forth herein to Registrant's
Form 10-K for the year ended June 30, 1995
Page 15
<PAGE> 1
Exhibit 10.68
FOURTH AMENDMENT TO CREDIT AGREEMENT
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (the "Amendment"), dated as of
January ___, 1996, is entered into by and between KLA INSTRUMENTS CORPORATION
(the "Borrower") and BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION
(the "Bank").
RECITALS
A. The Borrower and the Bank are parties to a Credit Agreement dated as
of April 30, 1994, as amended by a First Amendment to Credit Agreement dated as
of December 31, 1994, a Second Amendment to Credit Agreement dated as of
February 15, 1995, and a Third Amendment to Credit Agreement dated as of
December 29, 1995 (as so amended, the "Credit Agreement") pursuant to which the
Bank has extended certain credit facilities to the Borrower and certain of its
Subsidiaries.
B. The Borrower has requested that the Bank agree to amend the Credit
Agreement to increase the total amount of the facility and to certain other
amendments to the Credit Agreement.
C. The Bank is willing to amend the Credit Agreement, subject to the
terms and conditions of this Amendment.
NOW, THEREFORE, for valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties hereto hereby agree as follows:
1. Defined Terms. Unless otherwise defined herein, capitalized terms used
herein shall have the meanings, if any, assigned to them in the Credit
Agreement.
2. Amendments to Credit Agreement.
(a) Section 1.01 of the Credit Agreement shall be amended at the
defined term "Credit Limit" by amending and restating such defined term as
follows:
"'Credit Limit': the amount $15,000,000 or the
<PAGE> 2
Equivalent Amount thereof."
(b) Section 7.01 of the Credit Agreement shall be amended by deleting
the word "and" at the end of clause (f) thereof and inserting a ";" in lieu
thereof, and by adding the following clause (h) at the end of such Section:
";and (h) liens on cash, cash equivalents, or marketable securities in
an aggregate amount not to exceed $45,000,000 at any one time, to secure
obligations of the Borrower or its Subsidiaries with respect to the Borrower's
"off-balance sheet" real estate construction lease(s) with Banque Nationale de
Paris or an affiliate thereof".
(c) Section 7.03 of the Credit Agreement shall be amended by amending
and restating in its entirety the defined term "A" as follows:
"'A' means the sum of unencumbered and unrestricted cash, short-term
cash investments, marketable securities not classified as long-term investments
and accounts receivable; and"
3. Representations and Warranties. The Borrower hereby represents and
warrants to the Bank as follows:
(a) No Default or Event of Default has occurred and is continuing.
(b) The execution, delivery and performance by the Borrower of this
Amendment have been duly authorized by all necessary corporate and other action
and do not and will not require any registration with, consent or approval of,
notice to or action by, any person (including any governmental authority) in
order to be effective and enforceable. The Credit Agreement as amended by this
Amendment constitutes the legal, valid and binding obligations of the Borrower,
enforceable against it in accordance with its respective terms, without defense,
counterclaim or offset.
(c) All representations and warranties of the Borrower contained in
the Credit Agreement are true and correct.
2
<PAGE> 3
(d) The Borrower is entering into this Amendment on the basis of its
own investigation and for its own reasons, without reliance upon the Bank or any
other person.
4. Effective Date. This Amendment will become effective as of January
____, 1996 (the "Effective Date"), provided that each of the following
conditions precedent has been satisfied:
(a) The Bank has received from the Borrower a duly executed original
of this Amendment.
(b) The Bank has received from the Borrower a copy of a resolution
passed by the board of directors of such corporation, certified by the Secretary
or an Assistant Secretary of such corporation as being in full force and effect
on the date hereof, authorizing the execution, delivery and performance of this
Amendment.
5. Reservation of Rights. The Borrower acknowledges and agrees that the
execution and delivery by the Bank of this Amendment shall not be deemed to
create a course of dealing or otherwise obligate the Bank to forbear or execute
similar amendments under the same or similar circumstances in the future.
6. Miscellaneous.
(a) Except as herein expressly amended, all terms, covenants and
provisions of the Credit Agreement are and shall remain in full force and effect
and all references therein to such Credit Agreement shall henceforth refer to
the Credit Agreement as amended by this Amendment. This Amendment shall be
deemed incorporated into, and a part of, the Credit Agreement.
(b) This Amendment shall be binding upon and inure to the benefit of
the parties hereto and thereto and their respective successors and assigns. No
third party beneficiaries are intended in connection with this Amendment.
(c) This Amendment shall be governed by and construed in accordance
with the law of the State of California.
3
<PAGE> 4
(d) This Amendment may be executed in any number of counterparts, each
of which shall be deemed an original, but all such counterparts together shall
constitute but one and the same instrument.
(e) This Amendment, together with the Credit Agreement, contains the
entire and exclusive agreement of the parties hereto with reference to the
matters discussed herein and therein. This Amendment supersedes all prior
drafts and communications with respect thereto. This Amendment may not be
amended or modified except in writing executed by both of the parties hereto.
(f) If any term or provision of this Amendment shall be deemed
prohibited by or invalid under any applicable law, such provision shall be
invalidated without affecting the remaining provisions of this Amendment or the
Credit Agreement, respectively.
4
<PAGE> 5
(g) Borrower covenants to pay to or reimburse the Bank, upon demand,
for all costs and expenses (including allocated costs of in-house counsel)
incurred in connection with the development, preparation, negotiation, execution
and delivery of this Amendment.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment as of the date first above written.
KLA INSTRUMENTS CORPORATION
By:
----------------------------
Title:
-------------------------
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By:
----------------------------
Title: Vice President
5
<PAGE> 1
Exhibit 10.75
KLA INSTRUMENTS CORPORATION
1982 STOCK OPTION PLAN
(AS AMENDED JULY 24, 1995)
1. Purpose: On October 6, 1981, the KLA Instruments Corporation 1981
Incentive Stock Option Plan (the "1981 Plan") was adopted. The 1981 Plan was
amended and restated in its entirety and renamed the KLA Instruments Corporation
1982 Stock Option Plan (the "1982 Plan"). The 1982 Plan was amended and restated
in its entirety in 1985 (the "Prior Plan"). The Prior Plan was amended and
restated in its entirety effective January 1, 1987 (the "Plan"). The Plan is
established to create additional incentive for key employees, consultants and
directors of KLA Instruments Corporation and any present or future parent and/or
subsidiary corporations of such corporation (collectively referred to as the
"Company"). For purposes of the Plan, a parent corporation and a subsidiary
corporation shall be as defined in sections 425(e) and 425(f) of the Internal
Revenue Code of 1986, as amended (the "Code").
2. Administration.
(a) Administration by Board and/or Committee. The Plan shall be
administered by the Board of Directors of the Company (the "Board") and/or by a
duly appointed committee of the Board having such powers as shall be specified
by the Board. Any subsequent references herein to the Board shall also mean the
committee if such committee has been appointed and, unless the powers of the
committee have been specifically limited, the committee shall have all of the
powers of the Board granted herein, including, without limitation, the power to
terminate or amend the Plan at any time, subject to the terms of the Plan and
any applicable limitations imposed by law. All questions of interpretation of
the Plan or of any options granted under the Plan (an "Option") shall be
determined by the Board, and such determinations shall be final and binding upon
all persons having an interest in the Plan and/or any Option.
(b) Options Authorized. Options may be either incentive stock options
as defined in section 422 of the Code or nonqualified stock options.
(c) Compliance with Section 162(m) of the Code. In the event that the
Company is a "publicly held corporation" as defined in paragraph (2) of section
162(m) of the Code, as amended by the Revenue Reconciliation Act of 1993 (P.L.
103-66), and the regulations promulgated thereunder ("Section 162(m)"), the
Company may establish a committee of outside directors meeting the requirements
of Section 162(m) to approve the grant of Options which might reasonably be
anticipated to result in the payment of employee remuneration
1
<PAGE> 2
that would otherwise exceed the limit on employee remuneration deductible for
income tax purposes pursuant to Section 162(m).
3. Eligibility:
(a) Eligible Persons. The Options may be granted only to employees
(including officers), consultants and directors of the Company; provided,
however, that no non-employee director may be granted an Option after October
25, 1991. The Board shall, in its sole discretion, determine which persons shall
be granted Options (an "Optionee"). A consultant of the Company shall be
eligible to be granted only a nonqualified stock option. In the event an
Optionee is not an employee at the time an Option is granted to such Optionee,
termination of such Optionee's status as a consultant shall be deemed to be
termination of the Optionee's employment for purposes of applying the provisions
of the Plan. An Optionee may, if he is otherwise eligible, be granted additional
Options.
(b) Fair Market Value Limitation. To the extent that the aggregate
fair market value (determined at the time the Option is granted) of stock with
respect to which Incentive Stock Options are exercisable by an Optionee for the
first time during any calendar year (under all stock option plans of the
Company, including the Plan) exceeds One Hundred Thousand Dollars ($100,000),
such options shall be treated as nonqualified stock options. This paragraph
shall be applied by taking Incentive Stock Options into account in the order in
which they were granted. In the event of an amendment to section 422 of the
Code, this paragraph 3(b) shall be automatically amended to make this provision
no more restrictive to the Optionee than necessary to insure qualification of
the incentive stock option as meeting the requirements of section 422 of the
Code. In the event an Optionee receives an Option intended to be an incentive
stock option which is subsequently determined to have exceeded the fair market
value limitation, the Option shall be amended, if necessary, in accordance with
applicable Treasury Regulations and rulings to preserve, as the first priority,
to the maximum possible extent, the status of the Option as an incentive stock
option and to preserve, as a second priority, to the maximum possible extent,
the total number of shares subject to the Option. Options designated as
nonqualified stock options shall not be subject to the fair market value
limitation.
(c) Ten Percent Owner Optionees. No person shall be eligible to
receive an Option which is intended to be an incentive stock option if such
person owns stock possessing more than 10% of the total combined voting power of
all classes of stock of the Company within the meaning of section 422(b)(6) of
the Code.
4. Shares Subject to Option. The maximum number of shares of stock which
may be issued under the Plan shall be Fourteen Million Nine Hundred Thousand
(14,900,000) shares of the Company's authorized but unissued
2
<PAGE> 3
common stock subject to adjustment as provided in paragraph 6(f). Subject to
adjustment as provided in paragraph 6(f) below, at any such time as the Company
is a "publicly held corporation" as defined in Section 162(m), no person shall
be granted within any fiscal year of the Company Options which in the aggregate
cover more than Two Hundred Thousand (200,000) shares; provided, however, that
the foregoing limit shall be Six Hundred Thousand (600,000) shares with respect
to Options granted to any person during the first fiscal year of such person's
employment with the Company (the "Per Optionee Limit"). In the event that any
outstanding Option for any reason expires or is terminated, the shares allocable
to the unexercised portion of such Option may again be subjected to an Option.
5. Time for Granting Options. All options shall be granted, if at all,
within ten (10) years from July 20, 1990.
6. Terms, Conditions and Form of Options. Subject to the provisions of
the Plan, the Board shall determine for each Option (which need not be
identical) the number of shares for which the Option shall be granted, the
option price of the Option, the exercisability of the Option, whether the Option
is a nonqualified stock option or an incentive stock option, and all other terms
and conditions of the Option. Options granted pursuant to the Plan shall be
evidenced by written agreements specifying the number of shares covered thereby,
in such form as the Board shall from time to time establish, which agreements
may incorporate all or any of the terms of the Plan by reference and shall
comply with and be subject to the following terms and conditions:
(a) Option Price. The option price shall be not less than the fair
market value as determined by the Board of the shares of common stock of the
Company on the date the Option is granted.
(b) Exercise Period of Options. The Board shall have the power to set
the time or times within which each Option shall be exercisable or the event or
events upon the occurrence of which all or a portion of each Option shall be
exercisable and the term of each Option; provided, however, that no incentive
stock option shall be exercisable after the expiration of ten (10) years from
the date such option is granted and no nonqualified stock option shall be
exercisable after the expiration of ten (10) years and one (1) day from the date
such option is granted. Unless otherwise provided for by the Board in the grant
of the Option, any Option granted hereunder shall be exercisable during the
period commencing seven (7) months after the date the Option is granted (the
"Grant Date") and ending at the time set forth in the previous sentence. During
such period the Option shall be exercised only in proportion to the vested ratio
at the time of the exercise. The "vested ratio" at the time of an exercise is a
fraction the numerator of which is the number of full months of continuous
employment with the Company which have occurred more than six (6) months after
the Grant Date and the denominator of which is 54.
3
<PAGE> 4
(c) Exercise of Options.
(i) Options may be exercised only by written notice to the
Company, stating the number of shares being purchased and accompanied by payment
of the option price for the number of shares being purchased (1) in cash, by
check, or in cash equivalent, (2) by tender to the Company of shares of common
stock of the Company which (a) either have been owned by the optionee for more
than six (6) months or were not acquired directly or indirectly from the
Company, and (b) have a fair market value not less than the option price, or (3)
by such other consideration as the Board may approve at the time the Option is
granted. Notwithstanding the foregoing, the Board shall have the authority (A)
with respect to Optionees who would not be subject to suit under section 16(b)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), upon
the sale of shares of the Company, to establish or approve a program and/or
procedures which permit the payment of the option price upon the exercise of an
Option by the assignment of the proceeds of a sale of some or all of the shares
being so acquired and (B) with respect to Optionees who would be subject to suit
under section 16(b) of the Exchange Act upon the sale of shares of the Company,
to establish or approve a program and/or procedures which permit the payment of
the option price upon the exercise of an Option by cash for a portion of the
option price and the Optionee's promissory note for the balance of the option
price. At the time an Option is exercised, in whole or in part, or at any time
thereafter as requested by the Company, the Optionee shall make adequate
provision for the federal and state income tax withholding obligations of the
Company, if any, which arise upon exercise, in whole or in part, of the Option
or which arise, directly or indirectly, upon any transfer, in whole or in part,
of any shares acquired on exercise of the Option.
(ii) The Company reserves, at any and all times, the right, in
the Company's sole and absolute discretion, to establish, decline to approve
and/or terminate any programs and/or procedures for the exercise of Options by
means of an assignment of the proceeds of a sale of some or all of the shares to
be acquired upon such exercise.
(iii) No promissory note shall be permitted pursuant to paragraph
6(c)(i)(B) if an exercise using a promissory note would be a violation of any
law. In the event an Optionee provides for partial payment with a promissory
note, such promissory note shall comply with provisions established by the
Board; provided, however, that the principal balance shall not exceed the lesser
of (A) the option price or (B) the maximum amount permitted under the Delaware
General Corporation Law or other applicable law. Any permitted promissory note
shall be due and payable not more than two (2) years after the Option is granted
and interest shall be payable at least annually and be at least equal to the
minimum interest rate necessary to avoid imputed interest pursuant to all
applicable sections of the Code. The Board shall have the authority to
4
<PAGE> 5
permit or require the Optionee to secure any promissory note used to exercise an
Option with the shares acquired on exercise of the Option and/or with other
collateral acceptable to the Company. In the event the Company at any time is
subject to the regulations promulgated by the Board of Governors of the Federal
Reserve System or any other governmental entity affecting the extension of
credit in connection with the Company's securities, any promissory note shall
comply with such applicable regulations, and the Optionee shall pay the unpaid
principal and accrued interest, if any, to the extent necessary to comply with
such applicable regulations.
(iv) If an amendment to the Plan requiring the approval of the
stockholders of the Company is necessary for the grant of an Option and/or the
approval of such stockholders is deemed necessary or advisable by the Board
prior to the exercise of an Option, such Option shall not be exercisable until
such time as the Plan is duly approved by the stockholders of the Company.
(v) In the event of (1) a merger or consolidation or other
reorganization in which the stockholders of the Company before such merger do
not retain, directly or indirectly, at least a majority of the beneficial
interest in the voting stock of the surviving entity, and/or (2) the sale of all
or substantially all of the Company's assets (other than a sale or transfer to a
subsidiary of the Company as defined in section 425(f) of the Code), all
outstanding Options, notwithstanding the terms of such Options, shall become
fully exercisable prior to consummation of such merger or sale of assets at such
time(s) as the Board shall determine or the surviving or acquiring corporation,
as a condition precedent to consummation of said transaction, shall assume the
outstanding Options or issue substitute options in place thereof. Such
assumption or substitution shall meet the requirements of section 425(a) of the
Code if the Options assumed or surrendered are incentive stock options (as
defined in the Code) and shall satisfy comparable requirements if the Options
assumed or surrendered are nonqualified stock options.
(d) Options Non-Transferable. During the lifetime of the Optionee,
the Option shall be exercisable only by said Optionee. No option shall be
assignable or transferable by the Optionee, except by will or by the laws of
descent and distribution.
(e) Termination of Options. If an Optionee ceases to be an employee
of the Company for any reason except death or disability within the meaning of
Section 422(c) of the Code, any Option, to the extent unexercised and
exercisable by the Optionee on the date on which the Optionee ceased to be an
employee, may be exercised by the Optionee within one (1) month after the date
on which the Optionee ceased to be an employee, but in any event no later than
the date of expiration of the Option's term. If the Optionee's employment with
the Company is terminated because of the death of the Optionee or disability of
the Optionee within the meaning of section 422(c) of the Code, any Option, to
the
5
<PAGE> 6
extent unexercised and exercisable by the Optionee on the date the Optionee
ceased to be employed by the Company, may be exercised by the Optionee (or the
Optionee's legal representative) at any time prior to the expiration of twelve
(12) months from the date the Optionee ceased to be employed, but in any event
no later than the date of expiration of the Option's term. An Optionee's
employment shall be deemed to have terminated on account of death if the
Optionee dies within three (3) months of the Optionee's termination of
employment. Except as provided in this paragraph 6(e), an Option shall terminate
and may not be exercised after the Optionee ceases to be an employee of the
Company.
(f) Effect of Change in Stock Subject to Plan. Appropriate
adjustments shall be made in the number and class of shares of stock subject to
the Plan, to the Per Optionee Limit set forth in paragraph 4 above, and to any
outstanding Options and in the exercise price of any outstanding Options in the
event of a stock dividend, stock split, reverse stock split, or like change in
the capital structure of the Company.
(g) Restriction on Issuance of Shares. The grant of Options and the
issuance of shares shall be subject to compliance with all of the applicable
requirements of all federal, state, and other laws and regulations with respect
to such securities.
(h) Rights as a Stockholder or Employee. No person shall have any
rights as a stockholder with respect to any shares covered by an Option until
the date of the issuance of a stock certificate(s) for the shares for which the
Option has been exercised. No adjustment shall be made for dividends or
distributions or other rights for which the record date is prior to the date
such stock certificate(s) are issued, except as provided in paragraph 6(f).
Nothing in the Plan or in any Option agreement shall confer upon any Optionee
any right to continue in the employ of the Company or interfere in any way with
any right of the Company to terminate the Optionee's employment at any time.
(i) Fractional Shares. In no event shall the Company be required to
issue fractional shares upon the exercise of an Option.
7. Termination or Amendment of Plan. The Board may at any time terminate
or amend the Plan, provided that without approval of stockholders there shall
be: (i) no increase in the total number of shares covered by the Plan (except by
operation of the provisions of paragraph 6(f) above), and (ii) no change in the
class of person eligible to receive Options. In any case, no amendment may
adversely affect any then outstanding Options or any unexercised portions
thereof without the consent of the Optionee unless such amendment is required to
enable the Option to qualify as an incentive stock option.
6
<PAGE> 7
8. Continuation of Prior Plan as to Outstanding Options. Notwithstanding
the provisions of the Plan set forth herein, the terms of the 1981 Plan, the
1982 Plan, and the Prior Plan shall remain in effect and apply to Options
granted pursuant to the 1981 Plan, the 1982 Plan, and the Prior Plan,
respectively.
IN WITNESS WHEREOF, the undersigned Secretary of the Company certifies that
the foregoing KLA Instruments Corporation 1982 Stock Option Plan, as amended,
was duly adopted by the Board of Directors of the Company on July 24, 1995.
----------------------------------
7
<PAGE> 8
Plan History
April 23, 1987 Date Plan as amended adopted by Board of Directors.
June 22, 1987 Date share reserve increase of 1,000,000 shares (from
2,250,000 shares to 3,250,000 shares) approved by Board of
Directors.
July 23, 1987 Date first amendments to Plan regarding a same-day-sale
program and loans to Company officers were approved by
Board of Directors.
October 29, 1987 Date Plan as amended, share reserve increase and first
amendment were approved by the Stockholders.
September 12, 1988 Date share reserve increase of 1,000,000 shares (from
3,250,000 shares to 4,250,000 shares) approved by Board of
Directors.
October 27, 1988 Date share reserve increase approved by Stockholders.
July 20, 1990 Date share reserve increase of 500,000 shares (from
4,250,000 shares to 4,750,000 shares) and extension of Plan
term until July 20, 2000 approved by Board of Directors.
October 26, 1990 Date share reserve increase and extension of Plan term
approved by Stockholders.
October 26, 1991 Date Plan amended by Board of Directors to make
non-employee directors ineligible to receive stock option
grants. (No Stockholder approval required.)
October 7, 1994 Date Plan amended by Board of Directors to increase the
number of shares reserved for issuance under the Plan from
4,750,000 to 6,350,000 shares and to modify certain other
provisions as required by Section 162(m) of the Internal
Revenue Code. (Stockholder approval required.)
November 16, 1994 Date share reserve increase and amendment of Plan approved
by Stockholders.
8
<PAGE> 9
July 24, 1995 Date two-for-one stock split and share reserve increase of
2,200,000 shares (from 12,700,000 shares to 14,900,000
shares), net of the stock split, approved by Board of
Directors.
November 15, 1995 Date share reserve increase approved by Stockholders.
9
<PAGE> 1
Exhibit 10.79
THIRD AMENDMENT TO CREDIT AGREEMENT
THIS THIRD AMENDMENT TO CREDIT AGREEMENT (the "Amendment"), dated as of
December ___, 1995, is entered into by and between KLA INSTRUMENTS CORPORATION
(the "Borrower") and BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION
(the "Bank").
RECITALS
A. The Borrower and the Bank are parties to a Credit Agreement dated as
of April 30, 1994, as amended by a First Amendment to Credit Agreement dated as
of December 31, 1994 and a Second Amendment to Credit Agreement dated as of
February 15, 1995 (as so amended, the "Credit Agreement") pursuant to which the
Bank has extended certain credit facilities to the Borrower and certain of its
Subsidiaries.
B. The Borrower has requested that the Bank agree to certain amendments
of the Credit Agreement.
C. The Bank is willing to amend the Credit Agreement, subject to the
terms and conditions of this Amendment.
NOW, THEREFORE, for valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties hereto hereby agree as follows:
1. Defined Terms. Unless otherwise defined herein, capitalized terms
used herein shall have the meanings, if any, assigned to them in the Credit
Agreement.
2. Amendments to Credit Agreement.
(a) Section 1.01 of the Credit Agreement shall be amended as
follows:
(i) The definition of "Availability Period" set forth in such
Section shall be amended by deleting "December 31, 1995" and inserting "December
31, 1996" in lieu thereof.
<PAGE> 2
(ii) The definition of "Final Maturity Date" set forth in such
Section shall be amended in its entirety to read as follows:
"'Final Maturity Date': (a) in respect of any Advances, June 30,
1997; (b) in respect of any commercial letters of credit, June 30, 1997; and (c)
in respect of any standby letters of credit, December 31, 1997."
(b) Section 7.02 of the Credit Agreement shall be amended by
deleting the phrase "The Borrower shall not permit as of the last day of any
fiscal quarter on a consolidated basis its Tangible Net Worth to be less than
$215,000,000;" and inserting in lieu thereof the phrase "The Borrower shall not
permit as of the last day of any fiscal quarter on a consolidated basis its
Tangible Net Worth to be less than $345,000,000;".
(c) Section 7.05 of the Credit Agreement shall be amended in its
entirety to read as follows:
"7.05 Acquisitions. The Borrower and its Subsidiaries shall not
acquire or purchase control of, or the assets or business of, any other
person, firm, or corporation if, immediately prior to or after giving
effect to such acquisition or purchase, there shall exist a Default or
Event of Default."
3. Representations and Warranties. The Borrower hereby represents
and warrants to the Bank as follows:
(a) No Default or Event of Default has occurred and is
continuing.
(b) The execution, delivery and performance by the Borrower of
this Amendment have been duly authorized by all necessary corporate and other
action and do not and will not require any registration with, consent or
approval of, notice to or action by, any person (including any governmental
authority) in order to be effective and enforceable. The Credit Agreement as
amended by this Amendment constitutes the legal, valid and binding obligations
of the Borrower, enforceable against it in
2
<PAGE> 3
accordance with its respective terms, without defense, counterclaim or offset.
(c) All representations and warranties of the Borrower contained
in the Credit Agreement are true and correct.
(d) The Borrower is entering into this Amendment on the basis of
its own investigation and for its own reasons, without reliance upon the Bank or
any other person.
4. Effective Date. This Amendment will become effective as of
December 31, 1995 (the "Effective Date"), provided that each of the following
conditions precedent has been satisfied:
(a) The Bank has received from the Borrower a duly executed
original of this Amendment.
(b) The Bank has received from the Borrower a copy of a
resolution passed by the board of directors of such corporation, certified by
the Secretary or an Assistant Secretary of such corporation as being in full
force and effect on the date hereof, authorizing the execution, delivery and
performance of this Amendment.
5. Reservation of Rights. The Borrower acknowledges and agrees that
the execution and delivery by the Bank of this Amendment shall not be deemed to
create a course of dealing or otherwise obligate the Bank to forbear or execute
similar amendments under the same or similar circumstances in the future.
6. Miscellaneous.
(a) Except as herein expressly amended, all terms, covenants and
provisions of the Credit Agreement are and shall remain in full force and
effect and all references therein to such Credit Agreement shall henceforth
refer to the Credit Agreement as amended by this Amendment. This Amendment
shall be deemed incorporated into, and a part of, the Credit Agreement.
(b) This Amendment shall be binding upon and inure to the benefit
of the parties hereto and thereto and their
3
<PAGE> 4
respective successors and assigns. No third party beneficiaries are intended
in connection with this Amendment.
(c) This Amendment shall be governed by and construed in
accordance with the law of the State of California.
(d) This Amendment may be executed in any number of counterparts,
each of which shall be deemed an original, but all such counterparts together
shall constitute but one and the same instrument.
(e) This Amendment, together with the Credit Agreement, contains
the entire and exclusive agreement of the parties hereto with reference to the
matters discussed herein and therein. This Amendment supersedes all prior
drafts and communications with respect thereto. This Amendment may not be
amended or modified except in writing executed by both of the parties hereto.
(f) If any term or provision of this Amendment shall be deemed
prohibited by or invalid under any applicable law, such provision shall be
invalidated without affecting the remaining provisions of this Amendment or the
Credit Agreement, respectively.
(g) Borrower covenants to pay to or reimburse the Bank, upon
demand, for all costs and expenses (including allocated costs of in-house
counsel) incurred in connection with the development, preparation, negotiation,
execution and delivery of this Amendment.
4
<PAGE> 5
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment as of the date first above written.
KLA INSTRUMENTS CORPORATION
By:
----------------------------
Title:
-------------------------
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By:
----------------------------
Title: Vice President
5
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED STATEMENT OF OPERATIONS, THE CONSOLIDATED BALANCE SHEET AND THE
ACCOMPANYING NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-01-1995
<PERIOD-END> DEC-31-1995
<CASH> 58,243
<SECURITIES> 27,030
<RECEIVABLES> 191,699
<ALLOWANCES> 2,668
<INVENTORY> 113,639
<CURRENT-ASSETS> 420,937
<PP&E> 101,090
<DEPRECIATION> 45,322
<TOTAL-ASSETS> 623,218
<CURRENT-LIABILITIES> 148,558
<BONDS> 0
0
0
<COMMON> 25
<OTHER-SE> 465,155
<TOTAL-LIABILITY-AND-EQUITY> 623,218
<SALES> 314,826
<TOTAL-REVENUES> 314,826
<CGS> 142,024
<TOTAL-COSTS> 142,024
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 624
<INCOME-PRETAX> 89,314
<INCOME-TAX> 32,153
<INCOME-CONTINUING> 57,161
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 57,161
<EPS-PRIMARY> 1.09
<EPS-DILUTED> 1.09
</TABLE>
