<PAGE>
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, 1999
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>
Maxwell Technologies, Inc.
401(k) Savings Plan
Audited Financial Statements and
Supplemental Schedules
Year ended December 31, 1999
CONTENTS
<TABLE>
<S> <C>
Report of Independent Auditors..........................................................................1
Financial Statements
Statements of Net Assets Available for Benefits as of December 31, 1999 and 1998........................2
Statement of Changes in Net Assets Available for Benefits for the year ended
December 31, 1999.....................................................................................3
Notes to Financial Statements...........................................................................4
Supplemental Schedules
Schedule H, Line 4i - Schedule of Assets Held for Investment Purposes at End of Year as of
December 31, 1999....................................................................................10
Schedule G, Part III - Schedule of Non-Exempt Transactions for the year ended
December 31, 1999....................................................................................11
Exhibit................................................................................................12
</TABLE>
<PAGE>
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 as of December 31,
1999 and 1998, and the related statement of changes in net assets available
for benefits for the year ended December 31, 1999. 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 auditing standards generally accepted
in the United States. 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, 1999 and 1998, and the changes in its net assets available for
benefits for the year ended December 31, 1999, in conformity with accounting
principles generally accepted in the United States.
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 at end of year as of
December 31, 1999, and non-exempt 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 supplemental
schedules 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.
March 29, 2000
1
<PAGE>
Maxwell Technologies, Inc. 401(k) Savings Plan
Statements of Net Assets Available for Benefits
<TABLE>
<CAPTION>
DECEMBER 31,
1999 1998
-----------------------------
<S> <C> <C>
Investments, at fair value:
Declared rate funds $27,818,244 $26,679,061
Pooled separate accounts 42,319,286 34,671,479
Participant loans 705,832 731,742
Common stock 294,359 72,800
-----------------------------
Total investments 71,137,721 62,155,082
Receivables:
Employee contributions receivable 123,386 217,569
Employer contributions receivable 43,992 62,606
-----------------------------
Total receivables 167,378 280,175
-----------------------------
Net assets available for benefits $71,305,099 $62,435,257
=============================
</TABLE>
SEE ACCOMPANYING NOTES.
2
<PAGE>
Maxwell Technologies, Inc. 401(k) Savings Plan
Statement of Changes in Net Assets Available for Benefits
For the year ended December 31, 1999
<TABLE>
<S> <C>
ADDITIONS:
Employee contributions $3,116,565
Rollover contributions 632,372
Employer contributions 913,189
Interest 1,582,120
Net appreciation in fair value of investments 6,937,951
-----------
Total additions $13,182,197
DEDUCTIONS:
Benefits paid to participants 4,302,678
Administrative expenses 9,677
-----------
Total deductions 4,312,355
-----------
Net increase 8,869,842
Net assets available for benefits:
Beginning of year 62,435,257
-----------
End of year $71,305,099
===========
</TABLE>
SEE ACCOMPANYING NOTES.
3
<PAGE>
Maxwell Technologies, Inc.
401(k) Savings Plan
Notes to Financial Statements
December 31, 1999
1. SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The financial statements of the Maxwell Technologies, Inc. (the "Company")
401(k) Savings Plan (the "Plan") are prepared on the accrual basis of
accounting.
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
that affect the amounts reported in the financial statements and accompanying
notes. Actual results could differ from those estimates.
RECLASSIFICATION
Certain amounts from the prior year have been reclassified to conform to the
current year presentation.
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.
4
<PAGE>
Maxwell Technologies, Inc.
401(k) Savings Plan
Notes to Financial Statements (continued)
1. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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.
Purchases and sales of investments are reflected on the trade dates. Interest
income is recorded on the accrual basis.
2. DESCRIPTION OF THE PLAN
The following description of the Plan provides only general information.
Participants should refer to the Plan agreement for a more complete description
of the Plan's provisions.
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. The Plan is subject to the provisions of the Employee Retirement Income
Security Act of 1974 (ERISA).
The Company pays most administrative expenses of the Plan. Certain investment
management fees and other charges paid to the custodian are offset against fund
performance in the net appreciation (depreciation) section of the statements of
changes in net assets available for benefits and are not, therefore, separately
reflected as administrative expenses.
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 statements of net assets available for benefits.
5
<PAGE>
2. DESCRIPTION OF THE PLAN (CONTINUED)
ELIGIBILITY
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
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.
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.
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 1999.
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.
6
<PAGE>
2. DESCRIPTION OF THE PLAN (CONTINUED)
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
Participants may make a cash withdrawal at any time from their After-Tax
Contributions Sub-Account.
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 consistent with local prevailing rates as
determined by the Plan Administrator. Interest rates range from 7% to 11%.
Principal and interest is paid through payroll deductions. Participants may
have up to two outstanding loans at a time.
PAYMENTS OF 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. If the participant's
account is $5,000 or less, the Company 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. In the event of Plan termination,
participants will become fully bested in their accounts.
7
<PAGE>
3. INVESTMENTS
The Connecticut General Life Insurance Company, custodian of the Plan, holds the
Plan's investments and executes all investment transactions.
During 1999, the Plan's investments (including investments purchased, sold, as
well as held during the year) appreciated (depreciated) in fair value as
determined by quoted market prices as follows:
<TABLE>
<CAPTION>
NET REALIZED AND
UNREALIZED
APPRECIATION
(DEPRECIATION) IN
FAIR VALUE OF
INVESTMENTS
==================
<S> <C>
Pooled separate accounts $7,098,395
Common stock (160,444)
------------------
$6,937,951
==================
</TABLE>
The fair value of individual investments that represent 5% or more of the Plan's
net assets is as follows:
<TABLE>
<CAPTION>
DECEMBER 31,
1999 1998
----------------------------------
<S> <C> <C>
CIGNA Guaranteed Long-Term Fund $27,803,168 $26,676,217
CIGNA Stock Market Index Fund 8,611,554 5,258,039
Fidelity Advisor Growth Opportunities Fund 12,572,207 14,585,496
Warburg Pincus Advisor Emerging Growth Fund 5,936,921 4,961,204
CIGNA Lifetime 40 Fund 6,748,333 6,072,088
Janus Worldwide Fund 6,081,943 2,180,538
</TABLE>
4. 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
8
<PAGE>
4. INCOME TAX STATUS (CONTINUED)
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.
5. SUBSEQUENT EVENT
Effective February 1, 2000, the Tekna Seal 401(k) Plan was terminated and assets
in the amount of $402,635 were merged into the Maxwell Technologies, Inc. 401(k)
Savings Plan. Also, effective February 14, 2000, the Space Electronics
Retirement Savings Plan was terminated and assets in the amount of $1,916,007
were merged into the Maxwell Technologies, Inc. 401 (k) Savings Plan.
9
<PAGE>
Supplemental Schedules
<PAGE>
Maxwell Technologies, Inc.
401(k) Savings Plan
Employer ID# 95-2390133 Plan #002
Schedule H, Line 4i - Schedule of Assets Held
for Investment Purposes at End of Year
December 31, 1999
<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 48.3211 units 27,803,168 $27,803,168
CIGNA Guaranteed Short-Term Account 15,076.3500 units 15,076 15,076
-----------
27,818,244
Pooled separate accounts:
CIGNA Stock Market Index Fund 78.7597 units 6,620,754 8,611,554
Fidelity Advisor Growth Opportunities Fund 80.8586 units 8,009,877 12,572,207
Warburg Pincus Advisor Emerging Growth Fund 68.4497 units 4,051,824 5,936,921
CIGNA Lifetime 20 Fund 24.1907 units 360,052 447,204
CIGNA Lifetime 30 Fund 23.1758 units 463,740 580,459
CIGNA Lifetime 40 Fund 22.2740 units 4,881,264 6,748,333
CIGNA Lifetime 50 Fund 20.8254 units 269,927 304,123
CIGNA Lifetime 60 Fund 17.8835 units 935,532 1,036,542
Janus Worldwide Fund 89.4786 units 3,765,375 6,081,943
* Participant loans 7% - 11% interest; various maturities - 294,359
* Maxwell Technologies, Inc. Common Stock 70,583 shares 421,869 705,832
-----------
$71,137,721
===========
* Party-in-interest to the Plan.
</TABLE>
10
<PAGE>
Maxwell Technologies, Inc.
401(k) Savings Plan
Employer ID# 95-2390133 Plan #002
Schedule G, Part III - Schedule of Non-Exempt Transactions
December 31, 1999
<TABLE>
<CAPTION>
(b) (c)
(a) RELATION TO PLAN EMPLOYER OR OTHER DESCRIPTION OF TRANSACTIONS INCLUDING MATURITY DATE, RATE, OF
IDENTITY OF PARTY INVOLVED PARTY-IN-INTEREST INTEREST, COLLATERAL, PAR OR MATURITY VALUE
<S> <C> <C>
Maxwell Technologies, Inc. Employer/Plan Sponsor Contributions totaling $7,128 for the payroll periods of February
28, 1999 and March 14, 1999 were deposited on April 29, 1999.
Maxwell Technologies, Inc. Employer/Plan Sponsor Contributions totaling $4,434 for the payroll periods of March 14,
1999 and March 28, 1999 were deposited on May 25, 1999.
Maxwell Technologies, Inc. Employer/Plan Sponsor Contributions of $76,579 for the payroll period of March 21, 1999
were deposited on April 28, 1999.
Maxwell Technologies, Inc. Employer/Plan Sponsor Contributions of $10,882 for the payroll period of June 20, 1999
were deposited on August 2, 1999.
Maxwell Technologies, Inc. Employer/Plan Sponsor Contributions totaling $24,902 for the payroll periods of June 27,
1999, July 4, 1999, July 11, 1999, and July 18, 1999 were
deposited on August 25, 1999.
Maxwell Technologies, Inc. Employer/Plan Sponsor Contributions totaling $24,647 for the payroll periods of July 4,
1999 and July 18, 1999 were deposited on August 31, 1999.
Maxwell Technologies, Inc. Employer/Plan Sponsor Contributions totaling $205,693 for the payroll periods of July 4,
1999, July 11, 1999, July 18, 1999 were deposited on August 27,
1999.
Maxwell Technologies, Inc. Employer/Plan Sponsor Contributions totaling $106,182 for the payroll periods of
September 12, 1999, September 19, 1999, and September 26, 1999 were
deposited on November 4, 1999.
Maxwell Technologies, Inc. Employer/Plan Sponsor Contributions of $7,436 for the payroll period of October 24, 1999
were deposited on December 2, 1999.
</TABLE>
11
