SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A1
(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 25, 1997
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 1-11344
INTERMAGNETICS GENERAL CORPORATION
- ---------------------------------------------------------------------------
(Exact name of registrant as specified in its charter.)
New York 14-1537454
- ---------------------------------------------- ------------------
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
450 Old Niskayuna Road,
Latham, New York 12110
- ---------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (518) 782-1122
---------------
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
- -------------------------------- -------------------------------
Securities registered pursuant to Section 12(g) of the Act:
None
----------------------
(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
----- ------
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 $116,758,808. 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 15, 1997. 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.
The number of shares of the registrant's Common Stock outstanding as of
August 15, 1997 was 12,457,034.
DOCUMENTS INCORPORATED BY REFERENCE
The information required for Part III hereof is incorporated by reference
from the registrant's Proxy Statement for its 1997 Annual Meeting of
Shareholders to be filed within 120 days after the end of the registrant's
fiscal year.
<PAGE>
PART IV.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) FINANCIAL STATEMENTS, SCHEDULES AND EXHIBITS.
Attached hereto and filed as part of this report are the financial
statements, schedules and the exhibits listed below.
1. Financial Statements
*Reports of Independent Auditors
*Consolidated Balance Sheets as of May 25, 1997 and May 26, 1996
*Consolidated Statements of Income for the fiscal years ended May
25, 1997, May 26, 1996 and May 28, 1995
*Consolidated Statements of Shareholders' Equity for the fiscal
years ended May 25, 1997, May 26, 1996 and May 28, 1995
*Consolidated Statements of Cash Flows for the fiscal years ended
May 25, 1997, May 26, 1996 and May 28, 1995
*Notes to Consolidated Financial Statements
2. Schedule
II Valuation and Qualifying Accounts
All other schedules are not required or are inapplicable and,
therefore, have been omitted.
3. Exhibits
Articles of Incorporation and By-laws
3(i) Restated Certificate of Incorporation (3) (Exhibit 3.1)
3(ii) By-laws, as amended (4) (Exhibit 3.2)
Instruments defining the rights of security holders, including indentures
4.1 Form of Common Stock certificate (6) (Exhibit 4.1)
4.2 Amended and Restated Loan Agreement dated as of December 23, 1991
among Meridian Bank, Intermagnetics General Corporation, APD
Cryogenics Inc., Magstream Corporation and IGC Advanced
Superconductors Inc. (6) (Exhibit 4.3)
4.3 First Amendment dated as of February 26, 1992 to the Amended and
Restated Loan Agreement dated as of December 23, 1991 among
Meridian Bank, Intermagnetics General Corporation, APD Cryogenics
Inc., Magstream Corporation and IGC Advanced Superconductors Inc.
(6) (Exhibit 4.4)
4.4 Second Amendment dated as of June 14, 1994 to the Amended and
Restated Loan Agreement dated as of December 23, 1991 among
Meridian Bank, Intermagnetics General Corporation, APD Cryogenics
Inc. and Magstream Corporation. (8)
4.5 Third Amendment dated as of August 1, 1994 to the Amended and
Restated Loan Agreement dated as of December 23, 1991 among
Meridian Bank, Intermagnetics General Corporation, APD Cryogenics
Inc. and Magstream Corporation. (8)
Material Contracts
10.1 Agreement Restating and Superseding Lease and Granting Rights to
Use Common Areas and Other Rights dated as of December 23, 1991
between Waterbury Industrial Commons Associates, IGC Advanced
Superconductors Inc. and Intermagnetics General Corporation (6)
(Exhibit 10.1)
+ 10.2 1990 Stock Option Plan (5) (Appendix A)
+ 10.3 1981 Stock Option Plan, as amended (2) (Exhibit 10.7)
+ 10.4 Supplemental Executive Benefit Agreement (1) (Exhibit 10.37)
10.5 Agreement dated June 2, 1992 between Philips Medical Systems
Nederlands B.V. and Intermagnetics General Corporation for sales
of magnet systems (9) (Exhibit 10.6)
# 10.6 Amendment No. 3 to the Agreement of June 2, 1992 between
Philips Medical Systems Nederlands B.V. and Intermagnetics
General Corporation for sales of magnet systems. (Portions of
this Exhibit have been omitted and have been filed separately
with the Secretary of the Securities and Exchange Commission
pursuant to an Application for Confidential Treatment under Rule
24b-2 of the Securities Exchange Act of 1934, as amended.)
+ 10.7 Employment Agreement between Intermagnetics General
Corporation and Carl H. Rosner (6)
10.8 Share Purchase Agreement, dated January 23, 1992, by and between
Ultralife Batteries, Inc. and Intermagnetics General Corporation
(7) (Exhibit 10.1)
Subsidiaries of the registrant
*21 Subsidiaries of the Company
Consents of experts and counsel
*23 Consent of KPMG Peat Marwick LLP with respect to the Registration
Statements Numbers 2-80041, 2-94701, 33-2517, 33-12762, 33-12763,
33-38145, 33-44693, 33-50598, 33-55092, 33-72160 and 333-10553 on
Form S-8.
(1) Exhibit incorporated herein by reference to the Registration
Statement on Form S-2 (Registration No. 2-99408) filed by the
Company on August 2, 1985.
(2) Exhibit incorporated herein by reference to the Annual Report on
Form 10-K filed by the Company for the fiscal year ended May 31,
1997.
(3) Exhibit incorporated herein by reference to the Annual Report on
Form 10-K filed by the Company for the fiscal year ended May 28,
1989.
(4) Exhibit incorporated herein by reference to the Annual Report on
Form 10-K filed by the Company for the fiscal year ended May 27,
1990.
(5) Exhibit incorporated herein by reference to the Proxy Statement
dated October 4, 1991 for the 1991 Annual Meeting of
Shareholders.
(6) Exhibit incorporated herein by reference to the Annual Report on
Form 10-K filed by the Company for the fiscal year ended May 31,
1992, as amended by Amendment No. 1 on Form 8 dated November 17,
1992.
(7) Exhibit incorporated herein by reference to the Quarterly Report
on Form 10-Q filed by the Company for the six months ended
November 29, 1992.
(8) Exhibit incorporated herein by reference to the Annual Report on
Form 10-K for the fiscal year ended May 29, 1994.
(9) Exhibit incorporated herein by reference to the Annual Report on
Form 10-K/A2 for the fiscal year ended May 29, 1994. Portions of
this Exhibit were omitted and filed separately with the Secretary
of Securities and Exchange Commission pursuant to an Application
for Confidential Treatment under Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.
* Filed with the Annual Report on Form l0-K for the fiscal year ended
May 25, 1997.
+ Management contract or compensatory plan or arrangement required to be
filed as an exhibit to the Annual Report on Form 10-K.
# Filed herewith.
The Company agrees to provide the SEC upon request with copies of
certain long-term debt obligations which have been omitted pursuant to the
applicable rules.
The Company agrees to furnish supplementally a copy of omitted
Schedules and Exhibits, if any, with respect to Exhibits listed above upon
request.
(b) REPORTS ON FORM 8-K
Current Report on Form 8-K, filed March 7, 1997, in connection with
Corporate revenues and earnings through the Company's third quarter ended
February 23, 1997, and information with respect to the agreement in
principle for the acquisition, changes in the FRIGC refrigerant distributor
terms with Pennzoil Products, Co., the supply of FRIGC refrigerant by
AlliedSignal Inc., the extension of a major supply agreement for Magnet
products with Philips Medical Systems.
Current Report on Form 8-K, filed March 21, 1997, in connection with
the merger on March 11, 1997 of Medical Advances, Inc. ("MAI") into
Intermagnetics Merger Sub, Inc., a wholly-owned subsidiary of
Intermagnetics General Corporation, including financial statements of MAI
and pro financial information filed, pursuant to a Confidential Treatment
Request, by Amendment on May 23, 1997.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
INTERMAGNETICS GENERAL CORPORATION
Date: January 21, 1998 By: /s/ Michael C. Zeigler
---------------------------------
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 date indicated.
Name Capacity Date
- ------ ---------- ------
/s/ Michael C. Zeigler* Chairman, President,
- -------------------------- Chief Executive Officer
Carl H. Rosner (principal executive officer)
and Director
/s/ Michael C. Zeigler Senior Vice President-
- --------------------------- Finance; Chief Financial
Michael C. Zeigler Officer (principal financial
and accounting officer)
/s/ Michael C. Zeigler* Director
- ---------------------------
Joseph C. Abeles
/s/ Michael C. Zeigler* Director
- ---------------------------
John M. Albertine
/s/ Michael C. Zeigler* Director
- ---------------------------
Edward E. David, Jr.
/s/ Michael C. Zeigler* Director
- ---------------------------
Jack E. Goldman
/s/ Michael C. Zeigler* Director
- ---------------------------
Thomas L. Kempner
/s/ Michael C. Zeigler* Director
- ---------------------------
Stuart A. Shikiar
/s/ Michael C. Zeigler* Director
- ---------------------------
Sheldon Weinig
*By: /s/ Michael C. Zeigler* January 21, 1998
---------------------------------------
Michael C. Zeigler, Attorney-in-fact
<PAGE>
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION LOCATION
10.6 Amendment No. 3 to the Agreement of June Filed Herewith
2, 1992 between Philips Medical Systems
Nederlands B.V. and Intermagnetics General
Corporation for sales of magnet systems.
(Portions of this Exhibit have been omitted
and have been filed separately with the
Secretary of the Securities and Exchange
Commission pursuant to an Application for
Confidential Treatment under Rule 24b-2 of
the Securities Exchange Act of 1934, as
amended.)
AMENDMENT NO. 3 TO THE AGREEMENT
OF JUNE 02, 1992 BETWEEN
PHILIPS, IGC AND GEC ALSTHOM
XJB133.2487.MRP
1997-05-27
<PAGE>
CONFIDENTIAL 6 FEBRUARY, 1997
AMENDMENT NO. 3 TO THE
AGREEMENT OF JUNE 09, 1992 BETWEEN
PHILIPS MEDICAL SYSTEMS NEDERLAND B.V.
AND
INTERMAGNETICS GENERAL CORPORATION AND ALSTHOM INTERMAGNETICS S.A.
THIS AMENDMENT NO. 3, made and entered into this 1st day of January, 1997,
by and among, Philips Medical Systems Nederland B.V. ("Philips") on the one
hand, and Intermagnetics General Corporation ("Intermagnetics") and GEC
Alsthom Intermagnetics, formerly known as Alsthom Intermagnetics, S.A.
("AISA") (Intermagnetics and AISA collectively, the "Supplier"), on the
other hand.
WHEREAS, Philips and Supplier entered into the Agreement Regarding a
Family of Active Shielded Superconducting Whole Body Magnets, dated
June 09, 1992 (as subsequently amended, the "Agreement"), pursuant to
which Supplier agreed, in close cooperation with Philips, to develop,
design, engineer, manufacture and supply active shielded
superconducting magnet systems for magnetic resonance diagnostic
devices in accordance with Philips' functional requirements; and
WHEREAS, pursuant to Amendment No. 1 To The Agreement of June 09,
1992, dated 05 January, 1996, the Parties amended the Agreement to
update the price schedules set forth in Exhibits IXa and IXb "Price
Schedule", and the list of amendments to the Agreement set forth in
Exhibit XVII "Amendments to the Agreement"; and
WHEREAS, pursuant to Amendment No. 2 To The Agreement of June 09,
1992, dated 08 March, 1996, the Parties further amended the Agreement
to update the price schedule set forth in Exhibits IXa and IXb "Price
Schedule", and the list of amendments to the Agreement set forth in
Exhibit XVII "Amendments to the Agreement"; and
[CONFIDENTIAL TREATMENT REQUESTED]
WHEREAS, the Parties wish to accomplish the foregoing by extending, or
amending and extending for the appropriate time period only those
portions of the Agreement relevant to their purposes, and to delete
all other portions of the Agreement; and
WHEREAS, the Parties also wish to amend Exhibits IXa and IXb to
reflect a new agreement between Intermagnetics and Philips, and AISA
and Philips, respectively, with regard to prices;
NOW THEREFORE, in consideration of the premises and mutual covenants herein
contained, Philips and Supplier hereby agree as follows:
1. APPLICATION OF THIS AMENDMENT NO. 3.
A. Except as otherwise agreed by the Parties from time to time, with
respect to Products meeting the specifications set forth in the
Agreement as it existed prior to this Amendment No. 3, and
ordered by Philips from Supplier pursuant to the Agreement as it
existed prior to this Amendment No. 3, the Agreement shall
continue in full force and effect, as if never amended by this
Amendment No. 3.
B. With respect to all other Products ordered by Philips from
Supplier, the Agreement, as amended by this Amendment No. 3,
shall govern.
2. QUALITY SYSTEMS AMENDMENT.
Section 3.5 of the Agreement shall be, and hereby is, deleted in its
entirety.
[CONFIDENTIAL TREATMENT REQUESTED]
4. MARKETING AND SALES.
The Parties agree that the provisions of Article 7 need no longer apply in
the absence of the original Article 4 of the Agreement. Accordingly, the
Parties agree that Article 7 shall be, and hereby is, deleted in its
entirety.
[CONFIDENTIAL TREATMENT REQUESTED]
6. EXTENSION OF TERM.
The Parties agree that the initial term of the Agreement shall be extended
through December 31, 2000. Accordingly, the Agreement shall be, and hereby
is, amended to delete the second sentence of Section 23.1 and substitute in
lieu thereof the following:
Thereafter, this Agreement shall extend for an additional term
(the "Extended Term") through December 31, 2000, and shall
automatically be extended for successive periods of twelve (12)
months thereafter unless and until terminated by any party by one
(1) year's prior notice in writing terminating this Agreement at
the end of the Extended Term, or any anniversary of that date if
such termination relates to either IGC or AISA, or two (2) years
prior written notice if such termination relates to both IGC and
AISA.
7. NAMES AND ADDRESSES.
The Parties further agree that the Agreement should reflect the updated
names and addresses of each party.
A. The Agreement shall be, and hereby is, amended to delete each
reference to "Alsthom Intermagnetics" and substitute in lieu
thereof "GEC Alsthom Intermagnetics".
B. The Agreement shall be, and hereby is, amended to delete from
Section 26.5 the address and fax number for Intermagnetics, and
substitute in lieu thereof, the following address and fax number:
Intermagnetics General Corporation
450 Old Niskayuna Road
P.O. Box 461
Latham, New York 12110-0461
USA
(By Telefax for Magnet Business Unit) 09-1-518-783-2623, or
(By Telefax for Intermagnetics Corporate) 09-1-518-783-2610
C. The Agreement shall be, and hereby is, amended to delete from
Section 26.5 the fax number for AISA, and substitute in lieu
thereof, the following fax number:
(By Telefax) 09-333-84-55-16-15
8. LIST OF AMENDMENTS.
In order to reflect this Amendment No. 3 properly, Exhibit XVII of the
Agreement, which sets forth the list of amendments to the Agreement, shall
be, and hereby is, deleted in its entirety, and in lieu thereof shall be
substituted the corresponding Exhibit XVII attached to this Amendment No. 3.
9. PRICE SCHEDULES.
Intermagnetics and Philips have agreed to a revised Exhibit IXa "Price
Schedule" to reflect a new agreement between them with respect to prices.
Accordingly, the Parties agree that Exhibit IXa attached to the Agreement
shall be, and hereby is, deleted from the Agreement in its entirety, and
the revised Exhibit IXa, as initialed and dated as of the date hereof by
Intermagnetics and Philips, shall be, and hereby is, incorporated as
Exhibit IXa of the Agreement.
AISA and Philips have agreed to a revised Exhibit IXb "Price Schedule" to
reflect a new agreement between them with respect to prices. Accordingly,
the Parties agree that Exhibit IXb attached to the Agreement shall be, and
hereby is, deleted from the Agreement in its entirety, and the revised
Exhibit IXb, as initialed and dated as of the date hereof by AISA and
Philips, shall be, and hereby is, incorporated as Exhibit IXb of the
Agreement.
10. OTHER PROVISIONS.
The parties agree that this Amendment No. 3 shall be treated as if it were
an integral part of the Agreement as of the date hereof. By way of
illustration, and not limitation, this shall mean that the provisions of
Section 26.8, Applicable Law and Settlement of Disputes, shall apply to
this Amendment No. 3 as if that Section were set forth in this Agreement.
Notwithstanding the foregoing, in the event of a conflict between the terms
of this Amendment No. 3 and the Agreement, the language and intent of this
Amendment No. 3 shall control.
<PAGE>
CONFIDENTIAL 6 FEBRUARY, 1997
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed
by their duly authorized representatives as of the day and year first above
written.
INTERMAGNETICS GENERAL PHILIPS MEDICAL SYSTEMS
CORPORATION NEDERLAND B.V.
By /S/ CARL H. ROSNER By: /S/ FREEK KNOET
Carl H. Rosner Freek Knoet
President Director, PMG-MR
Date: Date: /S/ MAY 26, 1997
GEC ALSTHOM INTERMAGNETICS
By: /S/ G<e'>RARD GRUNBLATT
G<e'>rard Grunblatt
Gerald Manager
Date:
<PAGE>
EXHIBIT I C
[CONFIDENTIAL TREATMENT REQUESTED]
<PAGE>
EXHIBIT I D
[CONFIDENTIAL TREATMENT REQUESTED]
<PAGE>
EXHIBIT I E
[CONFIDENTIAL TREATMENT REQUESTED]
<PAGE>
EXHIBIT III A
[CONFIDENTIAL TREATMENT REQUESTED]
<PAGE>
EXHIBIT III B
[CONFIDENTIAL TREATMENT REQUESTED]
<PAGE>
EXHIBIT IX A
[CONFIDENTIAL TREATMENT REQUESTED]
<PAGE>
EXHIBIT IX B
[CONFIDENTIAL TREATMENT REQUESTED]
<PAGE>
EXHIBIT XVII
1. AMENDMENT NO. 1
DOCUMENT XJB133.2040.CS DATED 1996-05-01
2. AMENDMENT NO. 2
DOCUMENT XJB133.2147.CS DATED 1996-08-03
3. AMENDMENT NO. 3
DOCUMENT XJB133.2487.MRP DATED 1997-05-27
