<PAGE> 1
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES ACT OF 1934
(NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996).
For the fiscal year ended December 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 (NO FEE REQUIRED).
For the transition period from ________ to ________
Commission file number 0-10964
Maxwell Technologies, Inc. 401(k) Savings Plan
9275 Sky Park Court
San Diego, California 92123
Maxwell Technologies, Inc.
9275 Sky Park Court
San Diego, CA 92123
<PAGE> 2
Maxwell Technologies, Inc.
401(k) Savings Plan
(formerly Maxwell Technologies, Inc. Savings Plan and Trust Agreement)
Financial Statements and
Supplemental Schedules
Year ended December 31, 1998
CONTENTS
<TABLE>
<S> <C>
Report of Independent Auditors.......................................................1
Financial Statements
Statements of Net Assets Available for Benefits as of
December 31, 1998 and 1997.........................................................2
Statement of Changes in Net Assets Available for Benefits for the
year ended December 31, 1998.......................................................3
Notes to Financial Statements........................................................5
Supplemental Schedules
Line 27a - Schedule of Assets Held for Investment Purposes
as of December 31, 1998...........................................................12
Line 27d - Schedule of Reportable Transactions for the year ended
December 31, 1998.................................................................13
Exhibits............................................................................14
Signature...........................................................................14
Other schedules are omitted because the information is not applicable.
</TABLE>
<PAGE> 3
Report of Independent Auditors
Maxwell Technologies, Inc. as
Plan Administrator of Maxwell Technologies, Inc.
401(k) Savings Plan
We have audited the accompanying statements of net assets available for benefits
of Maxwell Technologies, Inc. 401(k) Savings Plan (formerly Maxwell
Technologies, Inc. Savings Plan and Trust Agreement) as of December 31, 1998 and
1997, and the statement of changes in net assets available for benefits for the
year ended December 31, 1998. These financial statements are the responsibility
of the Plan's management. Our responsibility is to express an opinion on these
financial statements 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 net assets available for benefits of the Plan at
December 31, 1998 and 1997 and the changes in its net assets available for
benefits for the year ended December 31, 1998, in conformity with generally
accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedules of assets
held for investment purposes as of December 31, 1998, and reportable
transactions for the year then ended, are presented for purpose of additional
analysis and are not a required part of the financial statements but are
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. These supplemental schedules are the responsibility of the
Plan's management. The Fund Information in the statement of changes in net
assets available for benefits is presented for purposes of additional analysis
rather than to present the changes in net assets available for benefits of each
fund. The supplemental schedules and Fund Information have been subjected to the
auditing procedures applied in our audits of the financial statements and, in
our opinion, are fairly stated in all material respects in relation to the
financial statements taken as a whole.
/s/ ERNST & YOUNG LLP
May 17, 1999
1
<PAGE> 4
Maxwell Technologies, Inc. 401(k) Savings Plan
Statements of Net Assets Available for Benefits
<TABLE>
<CAPTION>
DECEMBER 31
1998 1997
--------------------------------
<S> <C> <C>
Investments, at fair value:
CIGNA Guaranteed Long-Term Fund $26,676,217 $15,815,122
CIGNA Guaranteed Short-Term Fund 2,844 --
Pooled separate accounts:
CIGNA Stock Market Index Fund 5,258,039 2,484,743
Fidelity Advisor Growth Opportunities Fund 14,585,496 9,494,264
Warburg Pincus Advisor Emerging Growth Fund 4,961,204 3,515,131
CIGNA Lifetime 20 Fund 280,721 47,143
CIGNA Lifetime 30 Fund 328,230 164,817
CIGNA Lifetime 40 Fund 6,072,088 4,207,961
CIGNA Lifetime 50 Fund 203,608 47,714
CIGNA Lifetime 60 Fund 801,555 3,997
Janus Worldwide Fund 2,180,538 1,148,642
Maxwell Technologies, Inc. Common Stock 72,800 --
Participant loans 731,742 644,704
--------------------------------
Total investments 62,155,082 37,574,238
Receivables:
Employee contributions receivable 217,569 100,064
Employer contributions receivable 62,606 29,911
--------------------------------
Total receivables 280,175 129,975
--------------------------------
Net assets available for benefits $62,435,257 $37,704,213
================================
</TABLE>
See accompanying notes.
2
<PAGE> 5
Maxwell Technologies, Inc. 401(k) Savings Plan
Statement of Changes in Net Assets Available for Benefits with Fund Information
For the year ended December 31, 1998
<TABLE>
<CAPTION>
FUND INFORMATION
----------------------------------------------------------------------------------------------------
WARBURG PINCUS
CIGNA STOCK FIDELITY ADVISOR ADVISOR
CIGNA MARKET GROWTH EMERGING CIGNA CIGNA CIGNA
GUARANTEED INDEX OPPORTUNITIES GROWTH LIFETIME 20 LIFETIME 30 LIFETIME 40
FUNDS FUND FUND FUND FUND FUND FUND
----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Additions:
Employee contributions $ 680,921 $ 415,661 $ 431,537 $ 264,734 $ 57,142 $ 83,088 $ 197,214
Rollover contributions 232,201 153,472 58,329 21,123 123,614 10,345 108,986
Employer contributions 224,137 127,107 140,315 83,232 18,282 31,374 71,905
Interest and dividends 1,192,997 -- -- -- -- -- --
Net appreciation in fair
value of investments -- 879,700 2,499,412 56,193 15,210 30,730 614,397
----------------------------------------------------------------------------------------------------
Total additions 2,330,256 1,575,940 3,129,593 425,282 214,248 155,537 992,502
Deductions:
Distributions to participants 2,889,389 202,499 867,336 367,867 4,184 27,120 241,300
Administrative expenses 976 445 419 288 67 74 321
----------------------------------------------------------------------------------------------------
Total deductions 2,890,365 202,944 867,755 368,155 4,251 27,194 241,621
Interfund transfers, net 207,358 263,130 (462,661) (308,489) (7,192) (13,955) (343,350)
Assets transferred in from the
Maxwell Laboratories, Inc.
Retirement Plan and Trust 11,216,690 1,137,170 3,292,055 1,697,435 30,773 49,025 1,456,596
----------------------------------------------------------------------------------------------------
Increase in net assets during
the year 10,863,939 2,773,296 5,091,232 1,446,073 233,578 163,413 1,864,127
Net assets available for
benefits at December
31, 1997 15,815,122 2,484,743 9,494,264 3,515,131 47,143 164,817 4,207,961
----------------------------------------------------------------------------------------------------
Net assets available for
benefits at December
31, 1998 $ 26,679,061 $ 5,258,039 $ 14,585,496 $4,961,204 $ 280,721 $ 328,230 $ 6,072,088
====================================================================================================
</TABLE>
See accompanying notes.
3
<PAGE> 6
Maxwell Technologies, Inc. 401(k) Savings Plan
Statement of Changes in Net Assets Available
for Benefits with Fund Information (continued)
For the year ended December 31, 1998
<TABLE>
<CAPTION>
FUND INFORMATION
----------------------------------------------------------------
MAXWELL
CIGNA CIGNA JANUS TECHNOLOGIES,
LIFETIME 50 LIFETIME 60 WORLDWIDE INC. COMMON PARTICIPANT CONTRIBUTIONS
FUND FUND FUND STOCK LOANS RECEIVABLE TOTAL
------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Additions:
Employee contributions $ 26,786 $ 14,725 $ 208,463 $ 8,646 $ -- $ 117,505 $ 2,506,422
Rollover contributions 64,146 -- 113,982 -- -- -- 886,198
Employer contributions 7,174 4,755 62,047 1,855 -- 32,695 804,878
Interest and dividends -- -- -- -- 56,729 -- 1,249,726
Net appreciation in fair value of
investments 11,199 51,877 177,928 30,467 -- -- 4,367,113
------------------------------------------------------------------------------------------
Total additions 109,305 71,357 562,420 40,968 56,729 150,200 9,814,337
Deductions:
Distributions to participants 87,211 -- 90,221 844 187,519 -- 4,965,490
Administrative expenses 17 -- 188 127 -- -- 2,922
------------------------------------------------------------------------------------------
Total deductions 87,228 -- 90,409 971 187,519 -- 4,968,412
Interfund transfers, net (19,429) 596,025 (162,068) 32,803 217,828 -- --
Assets transferred in from the Maxwell
Laboratories, Inc. Retirement Plan and
Trust 153,246 130,176 721,953 -- -- -- 19,885,119
------------------------------------------------------------------------------------------
Increase in net assets during the year 155,894 797,558 1,031,896 72,800 87,038 150,200 24,731,044
Net assets available for benefits at
December 31, 1997 47,714 3,997 1,148,642 -- 644,704 129,975 37,704,213
------------------------------------------------------------------------------------------
Net assets available for benefits at
December 31, 1998 $ 203,608 $ 801,555 $ 2,180,538 $ 72,800 $ 731,742 $ 280,175 $62,435,257
==========================================================================================
</TABLE>
See accompanying notes.
4
<PAGE> 7
Maxwell Technologies, Inc.
401(k) Savings Plan
Notes to Financial Statements
December 31, 1998
1. SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The financial statements of the Maxwell Technologies, Inc. (the "Company")
401(k) Savings Plan (the "Plan") are reported on the accrual basis of accounting
in accordance with generally accepted accounting principles.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates that affect the
amounts reported in the financial statements and accompanying notes. Actual
results could differ from those estimates.
INVESTMENT VALUATION AND INCOME RECOGNITION
Investments in pooled separate accounts are valued at current fair value which
represents the net asset value of units held at year end. Maxwell Technologies
Common Stock is valued at fair value based on quoted market price. Declared rate
funds (CIGNA Guaranteed Long-Term Fund and Guaranteed Short-Term Fund) are
valued at fair value which approximates market rates. Interest rates are
adjusted semiannually. Declared rate funds have no maturity dates or penalties
for early withdrawals. The funds are not fully benefit responsive. Upon the
Plan's discontinuance with CIGNA, CIGNA has the right to hold the fund's assets
for five years and pay it out to the Plan Sponsor in annual installments. There
are no reserves against the declared rate fund value for credit risk of the rate
fund issuer or otherwise. The participant loans are valued at cost which
approximates fair value.
Purchases and sales of investments are reflected on the trade dates. Interest
income is recorded on the accrual basis. Dividends are recorded on the
ex-dividend date.
2. DESCRIPTION OF THE PLAN
The following description of the Plan provides only general information.
Participants should refer to the Plan document for a more complete description
of the Plan's provisions.
5
<PAGE> 8
Maxwell Technologies, Inc.
401(k) Savings Plan
Notes to Financial Statements (continued)
2. DESCRIPTION OF THE PLAN (CONTINUED)
GENERAL
The Plan is defined contribution plan. The effective date of the Plan is August
1, 1983. The Plan was amended and restated in its entirety effective July 1,
1998. Most administrative expenses of the Plan are paid for by the Company. The
Plan is subject to the provisions of the Employee Retirement Income Security Act
of 1974 (ERISA). Effective July 1, 1998, the Plan's name was changed from
Maxwell Technologies, Inc. Savings Plan and Trust Agreement to the current name.
Effective July 2, 1998, the Maxwell Laboratories, Inc. Retirement Plan and Trust
was merged into the Maxwell Technologies, Inc. 401(k) Savings Plan and assets in
the amount of $19,885,119 were transferred.
ELIGIBILITY
Prior to July 1, 1998, employees of the Company who had at least one year of
service were eligible to enter the Plan. Effective July 1, 1998, employees of
the Company who have at least 90 days of service are eligible to enter the Plan.
After one year of service, employees are eligible to participate in the
Company's matching and discretionary contributions. An eligible employee may
enter the Plan as an active member on the first day of a full payroll period.
CONTRIBUTIONS
Prior to July 1, 1998, participants could contribute up to 10% of pretax annual
compensation, subject to the limits of the Internal Revenue Code. Effective July
1, 1998, participants may contribute up to 15% of pretax annual compensation,
subject to the limits of the Internal Revenue Code. Participants may also
contribute amounts representing distributions from other qualified plans.
Effective July 1, 1998, participants may elect to make after-tax contributions
to their own account and designate the manner in which these funds will be
invested. Such voluntary contributions may be up to 10% of compensation less the
amount of Tax-Deferred Contributions participants made during the year.
The Company's matching contribution is 50% of the first 6% of base compensation
that a participant contributes to the Plan.
6
<PAGE> 9
Maxwell Technologies, Inc.
401(k) Savings Plan
Notes to Financial Statements (continued)
2. DESCRIPTION OF THE PLAN (CONTINUED)
The Company may also make annual discretionary contributions in an amount
determined at the Plan year end. The discretionary contribution is allocated to
participants in the ratio that their compensation bears to the total
compensation paid to all eligible participants for the Plan year. There were no
discretionary contributions in 1998.
PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's contributions, the
participant's share of the employer's contributions, if any, and Plan earnings
or losses. The benefit to which a participant is entitled is the benefit that
can be provided from the participant's account.
VESTING
A participant is immediately vested in his contributions to the Plan as well as
the employer's contributions to the Plan.
HARDSHIP WITHDRAWALS
Participants may withdraw all or a percentage of their account balances
attributable to their own contributions upon approval of the Plan Administrator
and subject to Internal Revenue Service hardship withdrawal rules. After making
a withdrawal, a participant is suspended from making additional contributions
for a period of twelve months from the effective date of the withdrawal.
WITHDRAWALS
Effective July 1, 1998 participants may make a cash withdrawal at any time from
their After-Tax Contributions Sub-Account.
7
<PAGE> 10
Maxwell Technologies, Inc.
401(k) Savings Plan
Notes to Financial Statements (continued)
2. DESCRIPTION OF THE PLAN (CONTINUED)
INVESTMENT OPTIONS
The investments of the Plan are maintained in funds administered by Connecticut
General Insurance Company, Custodian of the Plan. Participants may allocate
their contributions to one or more of the following funds:
- CIGNA Guaranteed Long-Term and Short-Term Funds
- CIGNA Stock Market Index Fund
- Fidelity Advisor Growth Opportunities Fund
- Warburg Pincus Advisor Emerging Growth Fund
- CIGNA Lifetime Funds
- Janus Worldwide Fund
- Maxwell Technologies, Inc. Common Stock
The CIGNA Guaranteed Long-Term Fund consists of two components; the Guaranteed
Long-Term Fund which invests primarily in high-quality fixed income instruments,
principally intermediate term bonds and commercial mortgages within Connecticut
General's General Account and a short-term cash component held in the insurance
company's Guaranteed Short-Term Account which consists of unallocated funds at
year end.
The Plan is exposed to credit risk in the event of default by the financial
institutions or issuers of the investments to the extent of the amounts recorded
on the statement of net assets available for benefits.
PARTICIPANT NOTES RECEIVABLE
Participants may borrow from their fund accounts a minimum of $1,000 up to a
maximum of $50,000 or 50% of their account balance. Loan transactions are
treated as a transfer from (to) the investment fund to (from) the loan fund.
Loan terms range from 1-5 years or up to 10 years for the purchase of a primary
residence. The loans are secured by the balance in the participant's account and
bear interest at a rate commensurate with local
8
<PAGE> 11
Maxwell Technologies, Inc.
401(k) Savings Plan
Notes to Financial Statements (continued)
2. DESCRIPTION OF THE PLAN (CONTINUED)
prevailing rates as determined by the Plan Administrator. Interest rates range
from 7% to 12%. Principal and interest is paid ratably through payroll
deductions. Prior to July 1, 1998, participants could have only one outstanding
loan at a time. Effective July 1, 1998, participants may have up to two
outstanding loans at a time.
BENEFITS
Upon termination of service, death, disability or retirement a participant or
his beneficiary may receive a lump-sum amount equal to the vested value of his
or her account or elect to receive installment payments. Prior to July 1, 1998,
if the account balance was $3,500 or less, the Plan Administrator could
distribute the entire balance in a lump sum. Effective July 1, 1998, if the
account balance is $5,000 or less, the Plan Administrator may distribute the
entire balance in a lump sum.
PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate the
Plan subject to the provisions of ERISA.
3. INCOME TAX STATUS
The Plan has received a determination letter from the Internal Revenue Service
dated April 14, 1995, stating that the Plan is qualified, in form, under Section
401(a) of the Internal Revenue Code (the "Code") and, therefore, the related
trust is exempt from taxation. Once qualified, the Plan is required to operate
in conformity with the Code to maintain its qualification. The Plan
Administrator believes the Plan is being operated in compliance with the
applicable requirements of the Code and, therefore, believes that the Plan
qualifies and the related trust is tax exempt. Subsequent amendments have been
structured to, and are intended to, maintain the Plan's tax qualified status.
9
<PAGE> 12
Maxwell Technologies, Inc.
401(k) Savings Plan
Notes to Financial Statements (continued)
4. DIFFERENCES BETWEEN FINANCIAL STATEMENTS AND FORM 5500
The following is a reconciliation of net assets available for benefits per the
financial statements to the Form 5500:
<TABLE>
<CAPTION>
DECEMBER 31,
1998 1997
------------------------------
<S> <C> <C>
Net assets available for benefits per the financial
statements $62,435,257 $37,704,213
Receivables (280,175) (129,975)
------------------------------
Net assets available for benefits per the Form 5500 $62,155,082 $37,574,238
==============================
</TABLE>
The following is a reconciliation of contributions per the financial statements
to the Form 5500 at December 31, 1998:
<TABLE>
<CAPTION>
EMPLOYER PARTICIPANT
CONTRIBUTIONS CONTRIBUTIONS
---------------------------------
<S> <C> <C>
Contributions per the financial statements $804,878 $2,506,422
Contribution receivable at December 31, 1997 29,911 100,064
Contribution receivable at December 31, 1998 (62,606) (217,569)
=================================
Contributions per the Form 5500 $772,183 $2,388,917
=================================
</TABLE>
5. YEAR 2000 ISSUE (UNAUDITED)
The Plan Sponsor has determined that it will be necessary to take certain steps
in order to ensure that the Plan's information systems are prepared to handle
year 2000 dates. The Plan Sponsor is taking a two phase approach. The first
phase addresses internal systems that must be modified or replaced to function
properly. Both internal and external resources are being utilized to replace or
modify existing software applications, and test the software and equipment for
the year 2000 modifications. The Plan Sponsor
10
<PAGE> 13
Maxwell Technologies, Inc.
401(k) Savings Plan
Notes to Financial Statements (continued)
5. YEAR 2000 ISSUE (UNAUDITED) (CONTINUED)
anticipates substantially completing this phase of the project by June 1999.
Cost associated with modifying software and equipment are not estimated to be
significant and will be paid by the Plan Sponsor.
For the second phase of the project, Plan management established formal
communications with its third party service providers to determine that they
have developed plans to address their own year 2000 problems as they relate to
the Plan's operations. All third party service providers have indicated that
they will be year 2000 compliant by early 1999. If modification of data
processing systems of either the Plan, the Plan sponsor, or its service
providers are not completed timely, the year 2000 problem could have a material
impact on the operations of the Plan. Plan Management has not developed a
contingency plan, because they are confident that all systems will be year 2000
ready.
6. SUBSEQUENT EVENT
During the plan year 1998, Maxwell Technologies, Inc. acquired Tekna Seal and
Space Electronics, Inc.. The retirement plan of Tekna Seal will be merged into
the Plan during the 1999 plan year. During the year 2000, the assets of the
Space Electronics, Inc. retirement plan will be merged with the Plan.
11
<PAGE> 14
Supplemental Schedules
<PAGE> 15
Maxwell Technologies, Inc.
401(k) Savings Plan
Employer ID# 95-2390133 Plan #002
Line 27a - Schedule of Assets Held for Investment Purposes
December 31, 1998
<TABLE>
<CAPTION>
(b) (c) (d) (e)
(a) IDENTITY OF ISSUE DESCRIPTION OF ASSET COST CURRENT VALUE
- --------- ------------------------------------------------- ------------------------------------- ------------- --------------
<S> <C> <C> <C>
* Connecticut General Life Insurance Company:
CIGNA Guaranteed Long-Term Fund 583,529.28890 units $26,676,217 $26,676,217
CIGNA Guaranteed Short-Term Account 2,844 2,844
-----------
26,679,061
Pooled separate accounts:
CIGNA Stock Market Index Fund 83,758.73761 units 4,348,019 5,258,039
Fidelity Advisor Growth Opportunities Fund 187,384.27805 units 9,221,459 14,585,496
Warburg Pincus Advisor Emerging Growth Fund 102,262.16567 units 4,604,199 4,961,204
CIGNA Lifetime 20 Fund 14,664.88043 units 261,572 280,721
CIGNA Lifetime 30 Fund 17,254.46783 units 294,295 328,230
CIGNA Lifetime 40 Fund 329,185.42722 units 5,121,284 6,072,088
CIGNA Lifetime 50 Fund 11,306.55421 units 193,350 203,608
CIGNA Lifetime 60 Fund 48,683.11390 units 750,182 801,555
Janus Worldwide Fund 40,055.70615 units 1,960,539 2,180,538
* Participant loans 7% - 12% interest; various maturities -- 731,742
* Maxwell Technologies, Inc. Common Stock 1,808.70677 shares 42,858 72,800
-----------
$62,155,082
===========
</TABLE>
* Party-in-interest to the Plan
12
<PAGE> 16
Maxwell Technologies, Inc.
401(k) Savings Plan
Employer ID# 95-2390133 Plan #002
Line 27d - Schedule of Reportable Transactions
Year Ended December 31, 1998
<TABLE>
<CAPTION>
(c) (d) (g)
(a) (b) PURCHASE SELLING COST OF
IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSET PRICE PRICE ASSET
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Category (iii) - Series of transactions in excess of 5% of Plan assets
Connecticut General Life Insurance CIGNA Guaranteed Long-Term Fund $16,507,628 $ -- $16,507,628
Connecticut General Life Insurance CIGNA Guaranteed Long--Term Fund -- 6,842,215 6,842,215
Connecticut General Life Insurance CIGNA Stock Market Index Fund 4,260,769 -- 4,260,769
Connecticut General Life Insurance CIGNA Stock Market Index Fund -- 2,367,142 2,158,075
Connecticut General Life Insurance Fidelity Advisor Growth Opportunities Fund 4,482,143 -- 4,482,143
Connecticut General Life Insurance Fidelity Advisor Growth Opportunities Fund -- 1,890,709 1,247,313
Connecticut General Life Insurance Warburg Pincus Advisor Emerging Growth Fund 3,364,053 -- 3,364,053
Connecticut General Life Insurance Warburg Pincus Advisor Emerging Growth Fund -- 1,974,156 1,898,564
Connecticut General Life Insurance CIGNA Lifetime 40 Fund 2,184,405 -- 2,184,405
Connecticut General Life Insurance CIGNA Lifetime 40 Fund -- 931,132 816,774
Connecticut General Life Insurance Janus Worldwide Fund 2,618,220 -- 2,618,220
Connecticut General Life Insurance Janus Worldwide Fund -- 1,764,251 1,799,497
</TABLE>
<TABLE>
<CAPTION>
(h)
CURRENT VALUE
OF ASSET ON (i)
(a) (b) TRANSACTION NET GAIN
IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSET DATE (LOSS)
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Category (iii) - Series of transactions in excess of 5% of Plan assets
Connecticut General Life Insurance CIGNA Guaranteed Long-Term Fund $16,507,628 $ --
Connecticut General Life Insurance CIGNA Guaranteed Long--Term Fund 6,842,215 --
Connecticut General Life Insurance CIGNA Stock Market Index Fund 4,260,769 --
Connecticut General Life Insurance CIGNA Stock Market Index Fund 2,367,142 209,067
Connecticut General Life Insurance Fidelity Advisor Growth Opportunities Fund 4,482,143 --
Connecticut General Life Insurance Fidelity Advisor Growth Opportunities Fund 1,890,709 643,396
Connecticut General Life Insurance Warburg Pincus Advisor Emerging Growth Fund 3,364,053 --
Connecticut General Life Insurance Warburg Pincus Advisor Emerging Growth Fund 1,974,156 75,592
Connecticut General Life Insurance CIGNA Lifetime 40 Fund 2,184,405 --
Connecticut General Life Insurance CIGNA Lifetime 40 Fund 931,132 114,358
Connecticut General Life Insurance Janus Worldwide Fund 2,618,220 --
Connecticut General Life Insurance Janus Worldwide Fund 1,764,251 (35,246)
</TABLE>
There were no category (i), (ii) or (iv) reportable transactions during 1998.
Columns (e) and (f) are not applicable
13
<PAGE> 17
SIGNATURES:
Pursuant to the requirements of the Securities Exchange Act of 1934,
Maxwell Technologies, Inc. as the administrator of the Plan, has duly caused
this annual report to be signed on its behalf by the undersigned hereunto duly
authorized.
Date: June 28, 1999
MAXWELL TECHNOLOGIES, INC. 401(K) SAVINGS PLAN
By: Maxwell Technologies, Inc.
By: /s/ DONALD ROBERTS
---------------------------------------
Donald Roberts
Vice President and General Counsel
EXHIBITS
<TABLE>
<CAPTION>
Exhibit Number Description of Exhibits
- -------------- -----------------------
<S> <C>
23.1 Independent Auditors' Consent, Ernst & Young LLP.
</TABLE>
<PAGE> 1
EXHIBIT 23.1
Consent of Ernst & Young LLP, Independent Auditors
We consent to the incorporation of our report dated May 17, 1999, with respect
to the financial statements and supplemental schedules of the Maxwell
Technologies, Inc. 401(k) Savings Plan included in this Annual Report (Form
11-K) for the year ended December 31, 1998.
/s/ ERNST & YOUNG LLP
San Diego, California
June 28, 1999
