GENTEX CORP
10-Q, 1997-10-31
MOTOR VEHICLE PARTS & ACCESSORIES
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<PAGE>   1
                       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 SEPTEMBER 30, 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 NO. 0-10235

                               GENTEX CORPORATION
             (Exact name of registrant as specified in its charter)


             MICHIGAN                                  38-2030505
 (State or other jurisdiction of           (I.R.S. Employer Identification No.)
 incorporation or organization)

   600 N. CENTENNIAL, ZEELAND, MICHIGAN                   49464
 (Address of principal executive offices)               (Zip Code)


                                 (616) 772-1800
              (Registrant's telephone number, including area code)


- -------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)

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
               -------             -------

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.

           Yes                  No
               -------             -------

APPLICABLE ONLY TO CORPORATE USERS:

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.


                                              Shares Outstanding
                  Class                       at October 13, 1997
                  -----                       -------------------
       Common Stock, $0.06 Par Value              35,258,240




                       Exhibit Index located at page  10



                                 Page 1 of  13

<PAGE>   2
PART I.      FINANCIAL INFORMATION

ITEM 1.      CONSOLIDATED FINANCIAL STATEMENTS

                      GENTEX CORPORATION AND SUBSIDIARIES

                     CONDENSED CONSOLIDATED BALANCE SHEETS

                  At September 30, 1997 and December 31, 1996



<TABLE>
<CAPTION>
                                           ASSETS
                                                               September 30, 1997       December 31, 1996
                                                               ------------------       -----------------
<S>                                                              <C>                     <C>
CURRENT ASSETS
   Cash and cash equivalents                                     $ 16,399,294            $ 16,730,356
   Short term investments                                          11,189,252              31,803,621
   Accounts receivable, net                                        23,738,128              17,015,174
   Inventories                                                      8,495,321               6,180,422
   Prepaid expenses and other                                       1,193,953                 966,287
                                                                 ------------            ------------

      Total current assets                                         61,015,948              72,695,860

PLANT AND EQUIPMENT - NET                                          39,124,472              31,574,547

OTHER ASSETS
   Long-term investments                                           73,412,133              33,945,446
   Patents and other assets, net                                    2,222,076               2,162,567
                                                                 ------------            ------------

      Total other assets                                           75,634,209              36,108,013
                                                                 ------------            ------------

Total assets                                                     $175,774,629            $140,378,420
                                                                 ============            ============



                               LIABILITIES AND SHAREHOLDERS' INVESTMENT

CURRENT LIABILITIES
   Accounts payable                                              $  8,593,273            $  5,794,832
   Accrued liabilities                                              5,195,306               5,566,085
                                                                 ------------            ------------

      Total current liabilities                                    13,788,579              11,360,917

DEFERRED INCOME TAXES                                               2,203,096               1,213,862

SHAREHOLDERS' INVESTMENT
   Common stock                                                     2,115,494               2,084,957
   Additional paid-in capital                                      51,608,727              44,963,895
   Other shareholders' equity                                     106,058,733              80,754,789
                                                                 ------------            ------------

      Total shareholders' investment                              159,782,954             127,803,641
                                                                 ------------            ------------

Total liabilities and
   shareholders' investment                                      $175,774,629            $140,378,420
                                                                 ============            ============
</TABLE>



     See accompanying notes to condensed consolidated financial statements.


                                     -2-
<PAGE>   3
                      GENTEX CORPORATION AND SUBSIDIARIES

                  CONDENSED CONSOLIDATED STATEMENTS OF INCOME


<TABLE>
<CAPTION>
                                               Three Months Ended               Nine Months Ended       
                                                  September 30                     September 30
                                          ---------------------------      ---------------------------
                                              1997            1996             1997           1996
                                          -----------     -----------      ------------   ------------
<S>                                       <C>             <C>              <C>            <C>
NET SALES                                 $46,968,427     $36,797,757      $133,743,883   $111,378,551
                                                                                          
COST OF GOODS SOLD                         30,264,933      23,748,882        86,503,617     70,307,979
                                          ---------------------------      ---------------------------
                                                                                          
      Gross profit                         16,703,494      13,048,875        47,240,266     41,070,572
                                                                                          
                                                                                          
OPERATING EXPENSES:                                                                       
   Research and development                 2,406,153       1,941,823         6,890,365      5,576,755
   Selling, general                                                                       
      & administrative                      2,587,579       2,655,266         8,057,107      9,025,277
   Patent Settlement                                0               0                 0      4,000,000
                                          ---------------------------      ---------------------------
                                                                                          
      Total operating expenses              4,993,732       4,597,089        14,947,472     18,602,032
                                          ---------------------------      ---------------------------
                                                                                          
      Income from operations               11,709,762       8,451,786        32,292,794     22,468,540
                                                                                          
                                                                                          
OTHER INCOME (EXPENSE)                                                                    
   Interest, net                            1,045,992         855,951         3,018,292      2,439,932
   Other                                       85,394          73,432           322,187         90,631
                                          ---------------------------      ---------------------------
                                                                                          
      Total other income                    1,131,386         929,383         3,340,479      2,530,563
                                          ---------------------------      ---------------------------
                                                                                          
      Income before provision                                                             
         for federal income taxes          12,841,148       9,381,169        35,633,273     24,999,103
                                                                                          
PROVISION FOR FEDERAL INCOME TAXES          4,174,000       3,048,000        11,581,000      8,096,000
                                          ---------------------------      ---------------------------
                                                                                          
                                                                                          
NET INCOME                                $ 8,667,148     $ 6,333,169      $ 24,052,273   $ 16,903,103
                                          ===========================      ===========================

                                                                                          
EARNINGS PER SHARE                              $0.24           $0.18             $0.67          $0.48
                                                                                          
                                                                                          
WEIGHTED DAILY AVERAGE OF                                                                 
COMMON STOCK OUTSTANDING                   36,083,936      35,772,083        35,887,713     35,425,510
</TABLE>


     See accompanying notes to condensed consolidated financial statements.




                                     -3-
<PAGE>   4
                      GENTEX CORPORATION AND SUBSIDIARIES

                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

             FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996



<TABLE>
<CAPTION>
                                                                       1997                    1996
                                                                   -----------             -----------
<S>                                                                <C>                     <C>                     
CASH FLOWS FROM OPERATING ACTIVITIES:                                                      
   Net income                                                      $24,052,273             $16,903,103
   Adjustments to reconcile net income to net                      
      cash provided by operating activities-                       
         Depreciation and amortization                               4,334,341               3,071,615
         Loss (Gain) on disposal of equipment                           12,011                     (81)
         Deferred income taxes                                         (76,590)              1,338,610
         Amortization of deferred compensation                         428,904                 387,786
         Change in assets and liabilities:                         
            Accounts receivable, net                                (6,722,954)             (3,910,047)
            Inventories                                             (2,314,899)               (713,898)
            Prepaid expenses and other                                  (8,299)                 28,942
            Accounts payable                                         2,798,441               2,331,119
            Accrued liabilities                                       (370,779)             (3,372,560)
                                                                   -----------             -----------
                Net cash provided by                               
                   operating activities                             22,132,449              16,064,589
                                                                   -----------             -----------
                                                                   
CASH FLOWS FROM INVESTING ACTIVITIES:                              
   Decrease in short-term investments                               20,614,369               4,419,367
   Plant and equipment additions                                   (11,752,682)            (13,103,753)
   Proceeds from sale of plant and equipment                             1,500                     627
   Increase in long-term investments                               (37,048,239)             (6,967,622)
   Increase in other assets                                           (215,703)               (206,870)
                                                                   -----------             -----------
                Net cash used for                                  
                   investing activities                            (28,400,755)            (15,858,251)                            
                                                                   -----------             -----------
                                                                   
CASH FLOWS FROM FINANCING ACTIVITIES:                              
   Issuance of common stock and tax benefit of                     
     stock plan transactions                                         5,937,244               7,524,282
                                                                   -----------             -----------
                Net cash provided by
                   financing activities                              5,937,244               7,524,282
                                                                   -----------             -----------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                                                   (331,062)              7,730,620

CASH AND CASH EQUIVALENTS,                                          
   beginning of period                                              16,730,356              14,115,041
                                                                   -----------             -----------
CASH AND CASH EQUIVALENTS,
   end of period                                                   $16,399,294             $21,845,661
                                                                   ===========             ===========
</TABLE>

                                                                   

     See accompanying notes to condensed consolidated financial statements


                                     -4-
<PAGE>   5
                     GENTEX  CORPORATION  AND  SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



(1)  The condensed consolidated financial statements included herein have been
     prepared by the Registrant, without audit, pursuant to the rules and
     regulations of the Securities and Exchange Commission.  Certain
     information and footnote disclosures normally included in financial
     statements prepared in accordance with generally accepted accounting
     principles have been condensed or omitted pursuant to such rules and
     regulations, although the Registrant believes that the disclosures are
     adequate to make the information presented not misleading.  It is
     suggested that these condensed consolidated financial statements be read
     in conjunction with the financial statements and notes thereto included in
     the Registrant's 1996 annual report on Form 10-K.


(2)  In the opinion of management, the accompanying unaudited condensed
     consolidated financial statements contain all adjustments, consisting of
     only a normal and recurring nature, necessary to present fairly the
     financial position of the Registrant as of September 30, 1997, and
     December 31, 1996, and the results of operations and cash flows for the
     interim periods presented.


(3)  Inventories consisted of the following at the respective quarter ends:


<TABLE>
<CAPTION>
                              September 30, 1997  December 31, 1996
                              ------------------  -----------------
             <S>                  <C>                <C>
             Raw materials        $5,520,455         $3,860,534
             Work-in-process         433,767            348,336
             Finished goods        2,541,099          1,971,552
                                  ----------         ----------
                                  $8,495,321         $6,180,422
                                  ==========         ==========
</TABLE>
















                                      -5-

<PAGE>   6
                     GENTEX  CORPORATION  AND  SUBSIDIARIES


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND 
        FINANCIAL CONDITION

        RESULTS OF OPERATIONS:

        THIRD QUARTER  1997  VERSUS  THIRD QUARTER  1996

        Net Sales.  Net sales for the third quarter of 1997 increased by
        approximately $10,171,000, or 28%, when compared with the third quarter
        last year.  Net sales of the Company's automotive mirrors increased by
        33% as automatic mirror unit shipments increased by 32% from
        approximately 740,000 in the third quarter of 1996 to 975,000 in the
        current quarter.  This increase reflected increased penetration on
        domestic and foreign 1998 model year vehicles for interior and exterior
        electrochromic Night Vision Safety(TM) (NVS(R)) Mirrors.  Mirror unit
        shipments to automotive customers outside North America increased by
        35% compared with the third quarter in 1996, primarily due to increased
        shipments of exterior aspheric mirrors for Mercedes-Benz and new
        interior mirror programs.  Shipments to customers in North America
        increased by 30%, primarily due to new light truck/SUV interior and
        exterior mirror programs.  Net sales of the Company's fire protection
        products decreased 4%, primarily due to a later-than-expected
        introduction of a new horn/strobe signal product.

        Cost of Goods Sold.  As a percentage of net sales, cost of goods sold
        decreased from 65% in the third quarter of 1996 to 64% for the
        comparable period in 1997.  This decreased percentage primarily
        reflected fixed overhead costs spread over higher sales volume, despite
        automotive customer price reductions and lower glass yields on new
        products.

        Operating Expenses.  Research and development expenses increased
        approximately $464,000, but remained at approximately 5% of net sales,
        when compared with the same quarter last year, primarily reflecting
        additional staffing for new product development, including aspheric
        exterior mirrors, thin glass exterior mirrors, and mirrors with other
        electronic features.  Selling, general and administrative expenses
        decreased approximately $68,000, and decreased from 7% to 6% of net
        sales, when compared with the third quarter of 1996.  This decreased
        expense primarily reflected a decline in sales commission expense in
        Europe and decreased advertising expense.

        Other Income - Net.   Investment income increased by approximately
        $190,000 when compared with the third quarter of 1996, primarily due to
        higher investable fund balances.


        NINE MONTHS ENDED SEPTEMBER 30, 1997 VERSUS NINE MONTHS ENDED SEPTEMBER
        30, 1996

        Net Sales.  Net sales for the nine months ended September 30, 1997,
        increased by approximately $22,365,000, or 20%, when compared with the
        same period last year.  Automatic mirror unit shipments increased from
        approximately 2,271,000 in the first nine months of 1996 to 2,735,000
        in the first nine months of 1997.  This increase reflected increased
        penetration on domestic and foreign 1997 and 1998 model year vehicles
        for interior and exterior electrochromic Night Vision Safety(TM)
        (NVS(R)) Mirrors.  Mirror unit shipments to automotive customers
        outside North America increased by 54% compared with the first nine
        months of 1996, primarily due to increased shipments of exterior
        aspheric mirrors for Mercedes-Benz and new interior mirror programs.
        Shipments to customers in North America increased by 8%, primarily due
        to increased shipments of exterior mirrors.  Net sales of the Company's
        fire protection products increased 4%, primarily due to increased sales
        of the Company's audible signals, strobes and AC/DC smoke detectors.


                                      -6-

<PAGE>   7


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND  
        FINANCIAL CONDITION (CONT.)

        NINE MONTHS ENDED SEPTEMBER 30, 1997 VERSUS NINE MONTHS ENDED SEPTEMBER
        30, 1996 (CONT.)

        Cost of Goods Sold.   As a percentage of net sales, cost of goods sold
        increased from 63% in the first nine months of 1996 to 65% for the
        comparable period in 1997.  This increased percentage primarily
        reflected automotive customer price reductions not fully offset by
        productivity improvements, relatively low yields on the Company's new
        aspheric and convex exterior mirrors, production support start-up
        expenses for the new 1998 model year mirror programs, and temporary
        under-utilization of the Company's State Street automotive products
        manufacturing facility.

        Operating Expenses.   For the nine months ended September 30, 1997,
        research and  development expenses increased approximately $1,314,000,
        but remained at 5% of net sales, when compared with the same period
        last year, primarily reflecting additional staffing for new product
        development, including aspheric exterior mirrors, thin glass exterior
        mirrors, and mirrors with other electronic features.  Selling, general
        and administrative expenses decreased approximately $968,000, and
        decreased from 8% to 6% of net sales, when compared with the first nine
        months of 1996.  This decreased expense primarily reflected a reduction
        in patent litigation accruals of $1,440,000, as a result of the patent
        litigation settlement in 1996, partially offset by increased Michigan
        Single Business tax expense due to increased profitability.  During the
        first quarter in 1996, the Company recorded a one-time charge of
        $4,000,000 in connection with the settlement of its patent litigation
        with Donnelly Corporation.

        Other Income - Net.    Investment income for the nine months ended
        September 30, 1997, increased by approximately $578,000 as compared to
        the first nine months of 1996, primarily due to higher investable fund
        balances.

        FINANCIAL CONDITION:

        Management considers the Company's working capital and long-term
        investments totaling approximately $120,640,000 at September 30, 1997,
        together with internally generated cash flow and an unsecured
        $5,000,000 line of credit from a bank, to be sufficient to cover
        anticipated cash needs for the foreseeable future.

        TRENDS AND DEVELOPMENTS:

        In addition to price reductions over the life of its long-term
        contracts, the Company continues to experience pricing pressures from
        its automotive customers, which have affected, and which will continue
        to affect, its margins to the extent that the Company is unable to
        offset the price reductions with productivity improvements, engineering
        and purchasing cost reductions, and increases in unit sales volume.  In
        addition, the Company continues to experience some pressure for raw
        material cost increases.  The Company is making volume shipments of its
        new aspheric and convex exterior mirrors; therefore, margins will be
        adversely affected to the extent that the Company is unable to improve
        glass yields to target levels.

        Due to the Company's relatively small number of large automotive
        customers, the Company's quarterly operating results are affected by
        the levels and timing of customer releases, which can significantly
        vary due to automotive industry sales and production levels, strikes at
        customer plants and plant vacation shutdowns.  The Company currently
        supplies NVS(R) Mirrors to BMW, Chrysler Corporation, Ford Motor
        Company and General Motors Corporation under long-term contracts.  The
        General Motors contract is in effect through the 1998 model year, and
        the contracts with BMW are in effect for the four-year period ending
        March 31, 1999.  The term of the Ford contract is through December
        1999, and the Chrysler contract runs through the 1999 Model Year.

        During February 1997, the Financial Accounting Standards Board issued
        statement of Financial Accounting Standard (FAS) No. 128 "Earnings Per
        Share."  This standard is effective for periods ending after December
        15, 1997.  The Company will adopt FAS No. 128 in its fourth quarter for
        the year ending December 31, 1997.  The Company does not expect the
        impact of FAS No. 128 to materially affect the financial statements.


                                      -7-


<PAGE>   8
PART II.     OTHER INFORMATION



     Item 6.     Exhibits and Reports on Form 8-K

     (a)         See Exhibit Index on Page 11.

     (b)         No reports on Form 8-K were filed during the three months
                 ended September 30, 1997.

















                                      -8-
<PAGE>   9
                                   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.





                                GENTEX CORPORATION






Date    10/31/97                   /s/  Fred T. Bauer
    ----------------            ------------------------------------------
                                Fred T. Bauer
                                Chairman and Chief
                                Executive Officer




Date    10/31/97                   /s/  Enoch C. Jen
    ----------------            ------------------------------------------
                                Enoch C. Jen
                                Vice President-Finance,
                                Principal Financial and
                                Accounting Officer

















                                      -9-

<PAGE>   10
                                 EXHIBIT INDEX



<TABLE>
<CAPTION>
EXHIBIT NO.                             DESCRIPTION                                     PAGE
- -----------                             -----------                                     ----
<S>             <C>                                                                     <C>
3(a)            Registrant's Articles of Incorporation were filed in 1981 as
                Exhibit 2(a) to a Registration Statement on Form S-18   
                (Registration No. 2-74226C), an Amendment to those Articles was
                filed as Exhibit 3 to Registrant's Report on Form 10-Q in
                August of 1985, an additional Amendment to those Articles was
                filed as Exhibit 3(a)(i) to Registrant's Report on Form 10-Q in
                August of 1987, and an additional Amendment to those Articles
                was filed as Exhibit 3(a)(2) to Registrant's Report on Form
                10-K dated March 10, 1992, all of which are hereby incorporated
                herein by reference.  Amendment to Articles of Incorporation,
                adopted on May 9, 1996, was filed as Exhibit 3(a)(2) to
                Registrant's Report on Form 10-Q dated July 31, 1996, and the
                same is incorporated herein by reference.

3(b)            Registrant's Bylaws as amended and restated August 18, 1995 were        
                filed as Exhibit 3(b) to Registrant's Report on Form 10-Q dated
                November 1, 1995, and the same is incorporated herein by
                reference.

3(c)            First Amendment to Registrant's Bylaws, effective August 25,
                1997                                                                    12

4(a)            A specimen form of certificate for the Registrant's common
                stock, par value $.06 per share, was filed as part of a
                Registration Statement on Form S-18 (Registration No. 2-74226C)
                as Exhibit 3(a), as amended by Amendment No. 3 to such
                Registration Statement, and the same is hereby incorporated
                herein by reference.

4(b)            Shareholder Protection Rights Agreement, dated as of August 26,
                1991, including as Exhibit A the form of Certificate of Adoption
                of Resolution Establishing Series of Shares of Junior
                Participating Preferred Stock of the Company, and as Exhibit B
                the form of Rights Certificate and of Election to Exercise, was
                filed as Exhibit 4(b) to Registrant's report on Form 8-K on
                August 20, 1991, and the same is hereby incorporated herein by
                reference.

4(b)(1)         First Amendment to Shareholder Protection Rights Agreement, 
                effective April 1, 1994, was filed as Exhibit 4(b)(1) to
                Registrant's report on  Form 10-Q on April 29, 1994, and the
                same is hereby incorporated herein by reference.

4(b)(2)         Second Amendment to Shareholder Protection Rights Agreement, 
                effective November 8, 1996, was filed as Exhibit 4(b)(2) to
                Registrant's Report on Form 10-K, dated March 7, 1997, and
                the same is hereby incorporated herein by reference.


10(a)(1)        A Lease dated August 15, 1981, was filed as part of a
                Registration Statement (Registration Number 2-74226C) as 
                Exhibit 9(a)(1), and the same is hereby incorporated herein by 
                reference.

10(a)(2)        A First Amendment to Lease dated June 28, 1985, was filed as
                Exhibit 10(m) to Registrant's Report on Form 10-K dated 
                March 18, 1986, and the same is hereby incorporated herein by 
                reference.

*10(b)(1)       Gentex Corporation Qualified Stock Option Plan (as amended 
                and  restated, effective March 7, 1997), was filed as 
                Exhibit 10(b)(1) to Registrant's Report on Form 10-K dated 
                March 7, 1997, and the same is hereby incorporated herein
                by reference.
</TABLE>



                                      -10-

<PAGE>   11
<TABLE>
<CAPTION>
EXHIBIT NO.                             DESCRIPTION                                     PAGE
- -----------                             -----------                                     ----
<S>             <C>                                                                     <C>


*10(b)(2)       Gentex Corporation 1987 Incentive Stock Option Plan (as amended 
                through May 24, 1989), was filed as Exhibit 10(g)(3) to 
                Registrant's Report on Form 10-K dated March 1, 1990, and the
                same is hereby incorporated herein by reference.

*10(b)(3)       Gentex Corporation Restricted Stock Plan was filed as Exhibit 
                10(b)(3) to Registrant's Report on Form 10-K dated March        
                10, 1992, and the same is hereby incorporated herein by
                reference.

*10(b)(4)       Gentex Corporation Non-Employee Director Stock Option Plan (as 
                amended and restated, effective March 7, 1997) was filed as 
                Exhibit 10(b)(4) to Registrant's Report on Form 10-K dated 
                March 7, 1997, and the same is incorporated herein in reference.

10(e)           The form of Indemnity Agreement between Registrant and each of
                the Registrant's directors was filed as a part of a Registration
                Statement on Form S-2 (Registration No. 33-30353) as Exhibit 
                10(k) and the same is hereby incorporated herein by reference.

27              Financial Data Schedule
</TABLE>











                       -------------------------------










* Indicates a compensatory plan or arrangement.










                                      -11-

<PAGE>   1
                                                                   EXHIBIT 3C



                         FIRST AMENDMENT TO BYLAWS OF
                              GENTEX CORPORATION
                   AS AMENDED AND RESTATED AUGUST 18, 1995



        Connie Hamblin, the undersigned Secretary of Gentex Corporation, does
hereby certify that the Bylaws of Gentex Corporation were amended by the Board
of Directors at a meeting duly called and convened on August 25, 1997, by
addition of Section 11 to Article III as set forth below:

        Section 11.  Notice of Shareholder Proposals.

                (a)   Except for the election of directors, which is governed by
        Article VI of the Corporation's Articles of Incorporation, only
        such business shall be conducted at any meeting of shareholders, and
        only such proposals shall be acted upon at such meetings, as shall have
        been brought before the meeting:  (i) by, or at the direction of, the
        Board of Directors; or (ii) by any shareholder of the Corporation who
        complies with the notice procedures set forth in this Section of these
        Bylaws.  For a proposal to be properly brought before the meeting by a
        shareholder, the shareholder must have given timely notice thereof in
        writing to the Secretary of the Corporation.  To be timely, a
        shareholder's notice must be delivered to, or mailed and received at,
        the principal executive offices of the Corporation not less than sixty
        (60) days nor more than ninety (90) days prior to the scheduled meeting
        date, regardless of any postponements, deferrals, or adjournments of
        that meeting to any later date; provided, however, that if less than
        seventy (70) days' notice, or prior public disclosure of the date of a
        scheduled meeting is given or made, notice by the shareholder to be
        timely must be delivered or received not later than the close of
        business on the tenth (10) day following the earlier of the day on
        which such notice of the date of the scheduled meeting was mailed or
        the day on which such public disclosure was made.  A shareholder's
        notice to the Secretary shall set forth, as to each matter the
        shareholder proposes to bring before the meeting: (i) a brief
        description of a proposal desired to be brought before the meeting and
        the reasons for conducting such business at the meeting; (ii) the name
        and address, as they appear, on the Corporation's stock record of the
        shareholder proposing such business and any other shareholders known by
        such shareholder to be supporting such proposal; (iii) the class and
        number of shares of the Corporation's stock which are beneficially owned
        by the shareholder on the date of such shareholder notice and by any
        other shareholders known by such shareholder to be supporting such
        proposal on the date of such shareholder notice; and (iv) any financial
        interest of the shareholder in such proposal.



                                     -12-
<PAGE>   2
                
                (b)   If the presiding officer at the meeting of shareholders
        determines that a shareholder proposal was not made in accordance with
        the terms of this Section, the presiding officer shall declare the
        matter to be out of order and the matter shall not be acted upon at the
        meeting. 

                (c)   Nothing contained in this Section shall prevent the
        consideration and approval or disapproval at any meeting of
        shareholders of reports of officers, directors, and committees of the 
        Board of Directors, but, in connection with such reports, no business
        shall be acted upon at such meeting unless stated, filed, and received
        as provided herein.

        IN WITNESS WHEREOF, the undersigned has executed this Certificate on
this 24 day of October, 1997.



                                                GENTEX CORPORATION

                                                By Connie Hamblin
                                                   -------------------------
                                                   Connie Hamblin, Secretary




                                     -13-

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