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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A2
(Mark One)
[X] Annual report pursuant to section 13 or 15(d) of the Securities Exchange
Act of 1934
For the fiscal year ended May 28, 1995
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or
[ ] Transition report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period fro _______ to ________
Commission File Number 1-11344
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INTERMAGNETICS GENERAL CORPORATION
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(Exact name of registrant as specified in its charter.)
New York 14-1537454
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
450 Old Niskayuna Road,
Latham, New York 12110
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (518) 782-1122
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
Common Stock - $.10 par value American Stock Exchange
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Securities registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
The aggregate market value of the voting stock held by non-affiliates of the
registrant is approximately $181,356,604. Such aggregate market value was
computed by reference to the closing price of the Common Stock as reported on
the American Stock Exchange on August 11, 1995. It assumes that all directors
and officers of the registrant are affiliates. In making such calculation, the
registrant does not determine whether any director, officer or other holder of
Common Stock is an affiliate for any other purpose.
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The number of shares of the registrant's Common Stock outstanding as of August
11, 1995 was 11,151,975.
DOCUMENTS INCORPORATED BY REFERENCE
The information required for Part III hereof is incorporated by reference from
the registrant's Proxy Statement for its 1995 Annual Meeting of Shareholders to
be filed within 120 days after the end of the registrant's fiscal year.
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL COMMITMENTS
Registrant's Annual Report on Form 10-K for the fiscal year ended May 28,
1995, as amended by Registrant's Annual Report on Form 10-K/A1 for the fiscal
year ended May 28, 1995, is further amended to reflect the restatement of the
first sentence of the first paragraph of the text under the heading "LIQUIDITY
AND CAPITAL COMMITMENTS" of Item 7, Management's Discussion and Analysis of
Financial Condition and Results of Operations as follows:
In fiscal 1995 the Company generated net cash of approximately
$4,853,000 from operating activities which was used in financing activities
($585,000) and to purchase property, plant and equipment and to make an
additional investment in Surrey Medical Imaging Systems, Limited, a UK company
engaged in the manufacture and sale of systems electronics and software for MRI
and Nuclear Magnetic Resonance (NMR) spectroscopy.
PART IV.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) FINANCIAL STATEMENTS, SCHEDULES AND EXHIBITS.
1. Financial Statements
Registrant's Annual Report on Form 10-K for the fiscal year ended May
28, 1995 as amended by Registrant's Annual Report 10-K/A1 for the fiscal year
ended May 28, 1995, is further amended to reflect the re-filing of the Report of
Independent Auditors which includes reference in that Report to the Schedules
previously filed as a part of Item 14(a)2 of this Annual Report on Form 10-K/A1
for the fiscal year ended May 28, 1995.
Registrant's Annual Report on Form 10-K for the fiscal year ended May
28, 1995, as amended by Registrant's Annual Report on Form 10-K/A1 for the
fiscal year ended May 28, 1995, is further amended to reflect the restatement of
Note B of the Notes To Consolidated Financial Statements to effect deletion of
the reference to "$3,526,000" in the last paragraph of that Note B.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
INTERMAGNETICS GENERAL CORPORATION
Date: September 14, 1995 By: /s/ Michael C. Zeigler
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Michael C. Zeigler
Senior Vice President-Finance;
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Name Capacity Date
---- -------- ----
<S> <C> <C>
/s/Michael C. Zeigler* Chairman, President, September 14, 1995
------------------------- Chief Executive Officer
Carl H. Rosner (principal executive
officer) and Director
/s/Michael C. Zeigler Senior Vice President- September 14, 1995
------------------------- Finance; Chief Financial
Michael C. Zeigler Officer (principal financial
and accounting officer)
/s/Michael C. Zeigler* Director September 14, 1995
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Joseph C. Abeles
/s/Michael C. Zeigler* Director September 14, 1995
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Edward E. David, Jr.
/s/Michael C. Zeigler* Director September 14, 1995
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Jack E. Goldman
/s/Michael C. Zeigler* Director September 14, 1995
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Thomas L. Kempner
/s/Michael C. Zeigler* Director September 14, 1995
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Sheldon Weinig
*By: /s/ Michael C. Zeigler
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Michael C. Zeigler, Attorney-in-fact
</TABLE>
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1. Financial Statements
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KPMG PEAT MARWICK LLP
74 North Pearl Street
Albany, NY 12207
Independent Auditors' Report
Board of Directors and Shareholders
Intermagnetics General Corporation
We have audited the consolidated financial statements of Intermagnetics General
Corporation as of and for the year ended May 28, 1995, as listed in the
accompanying index. In connection with our audit of the financial statements, we
also have audited the financial statement schedule as listed in the accompanying
index. These consolidated financial statements and financial statement schedule
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements and financial statement
schedule based on our audit.
We conducted our audit 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 audit provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Intermagnetics
General Corporation and subsidiaries as of May 28, 1995, and the results of
their operations and their cash flows for the year then ended in conformity
with generally accepted accounting principles. Also, in our opinion, the
related financial statement schedule when considered in relation to the basic
financial statements taken as a whole, presents fairly, in all material
respects the information set forth therein.
July 14, 1995
/s/KPMG Peat Marwick LLP
Member Firm of
Klymveld Peat Marwick Goerdeler
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NOTES TO CONSOLIDATED STATEMENTS
NOTE B - INVESTMENTS
As of May 28, 1995, the Company owned 1,060,753 shares (approximately 14%) of
the common stock of Ultralife Batteries, Inc., a manufacturer of lithium
batteries, acquired at a total cost of $7,527,000 including 429,417 shares of
the Company's Common Stock valued at $2,952,000 (based on a Stock Purchase
Agreement). The market value of these securities at May 28, 1995 was
$18,033,000, the sale of which is restricted under US Securities laws. As of May
28, 1995, the cost and market value of "Available for Sale" securities,
representing those salable under Securities laws were $2,121,000 and $5,100,000,
respectively. During fiscal 1995, the Company adopted the provisions of
Statement of Financial Accounting Standards (SFAS) 115, "Accounting for
Certain Investments in Debt and Equity Securities". Application of SFAS 115
resulted in an increase in the carrying value of the Ultralife investment of
$2,979,000 and corresponding increases in the deferred tax liability and
shareholders' equity of $1,192,000 and $1,787,000, respectively.
As of May 28, 1995, the Company owned 292,612 shares (approximately 19%) of
Surrey Medical Imaging Systems Limited (SMIS), a UK company engaged in the
manufacture and sale of electronics and software for magnetic resonance imaging
and nuclear magnetic resonance spectroscopy applications. During fiscal 1994,
249,902 shares were acquired for cash of $2,525,000. The remaining 42,710 shares
were acquired in fiscal 1995 for cash of $445,000. The investment is carried at
cost. As SMIS is privately held, the market value of this investment is not
readily determinable. In June of 1995, the Company acquired an additional
61,611 shares for cash of $558,000. Beginning in fiscal 1996, the Company will
be required to adopt the equity method of accounting for this investment.
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