GERBER SCIENTIFIC INC
10-Q, 1997-11-25
SPECIAL INDUSTRY MACHINERY, NEC
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<PAGE 1>

                    UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                                 WASHINGTON, D.C.  20549


                                        FORM 10-Q

            (MARK ONE) QUARTERLY REPORT / X /  OR TRANSITION REPORT /  /    
                           PURSUANT TO SECTION 13 OR 15(d) OF
                           THE SECURITIES EXCHANGE ACT OF 1934



        For the quarter ended
         October 31, 1997                             Commission File No. 1-5865



                                GERBER SCIENTIFIC, INC.
                 -------------------------------------------------------        
                 (Exact name of Registrant as specified in its charter)




                  CONNECTICUT                                   06-0640743     
        -------------------------------                     -------------------
        (State or other jurisdiction of                       (I.R.S. Employer
        incorporation or organization)                      Identification No.)



          83 Gerber Road West, South Windsor, Connecticut             06074  
        --------------------------------------------------         ----------
              (Address of principal executive offices)             (Zip Code)



        Registrant's Telephone Number, including area code       (860) 644-1551 
                                                                 --------------

        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 /  / .
                                     

        At October 31, 1997, 22,563,775 shares of common stock of the Registrant
        were outstanding.


<PAGE 2>

                                 GERBER SCIENTIFIC, INC.
                                    AND SUBSIDIARIES

                        CONTENTS OF QUARTERLY REPORT ON FORM 10-Q

                             Quarter ended October 31, 1997


                                                                        PAGE
                                                                        ----  

        Part I - Financial Information

           Item 1.  Consolidated Financial Statements:

                    Statement of Earnings for the three months            
                    ended October 31, 1997 and 1996                       2

                    Statement of Earnings for the six months              
                    ended October 31, 1997 and 1996                       3

                    Balance Sheet at October 31, 1997 and                 
                    April 30, 1997                                        4

                    Statement of Cash Flows for the six months            
                    ended October 31, 1997 and 1996                       5

                    Notes to Financial Statements                         6 

                    Independent Accountants' Report                       8 

           Item 2.  Management's Discussion and Analysis of               
                    Financial Condition and Results of Operations         9


        Part II - Other Information

           Item 1.  Legal Proceedings                                    13

           Item 4.  Submission of Matters to a Vote                      
                    of Security Holders                                  13

           Item 5.  Other Information                                    13

           Item 6.  Exhibits and Reports on Form 8-K                     14  


        Signature                                                        15


        Exhibit Index                                                    16


                                          -1-

<PAGE 3>

                        GERBER SCIENTIFIC, INC. AND SUBSIDIARIES

                           CONSOLIDATED STATEMENT OF EARNINGS

       ------------------------------------------------------------------------
                                                            In Thousands 
                                                     (except per share amounts) 
       ------------------------------------------------------------------------
       Three Months Ended October 31,                    1997            1996
       ------------------------------------------------------------------------

       Revenue:

          Product sales                               $  94,734      $   83,348
          Service                                        11,658          11,603
                                                      ---------       ---------
                                                        106,392          94,951
                                                      ---------       ---------
       Costs and Expenses:

          Cost of product sales                          51,792          45,017
          Cost of service                                 7,563           7,405
          Selling, general and administrative            31,764          30,380
          Research and development expenses               7,765           7,433
                                                      ---------       ---------
                                                         98,884          90,235
                                                      ---------       ---------

       Operating income                                   7,508           4,716

       Other income                                         670           2,302
       Interest expense                                     (82)            (83)
                                                      ---------       ---------

       Earnings before income taxes                       8,096           6,935

       Provision for income taxes                         2,600           1,800
                                                      ---------       ---------

       Net earnings                                   $   5,496       $   5,135
                                                      =========       =========

       Net earnings per common share                  $     .24       $     .22
                                                      =========       =========

       Dividends paid per common share                $     .08       $     .08
                                                      =========       =========
       Average common shares outstanding                 23,325          23,327
                                                      =========       =========


                                 See Accompanying Notes

                                          -2-

<PAGE 4>

                        GERBER SCIENTIFIC, INC. AND SUBSIDIARIES

                           CONSOLIDATED STATEMENT OF EARNINGS
       ------------------------------------------------------------------------
                                                            In Thousands 
                                                     (except per share amounts) 
       ------------------------------------------------------------------------
       Six Months Ended October 31,                      1997            1996
       ------------------------------------------------------------------------

       Revenue:

          Product sales                               $ 182,144       $ 157,878
          Service                                        23,209          22,881
                                                      ---------       ---------
                                                        205,353         180,759 
                                                      ---------       ---------
       Costs and Expenses:

          Cost of product sales                          99,880          87,202
          Cost of service                                15,380          14,362
          Selling, general and administrative            62,707          58,975
          Research and development expenses              15,353          14,209
                                                      ---------       ---------
                                                        193,320         174,748
                                                      ---------       ---------

       Operating income                                  12,033           6,011

       Other income                                       3,010           3,300
       Interest expense                                    (176)           (173)
                                                      ---------       ---------

       Earnings before income taxes                      14,867           9,138

       Provision for income taxes                         4,800           2,400
                                                      ---------       ---------

       Net earnings                                   $  10,067       $   6,738
                                                      =========       =========

       Net earnings per common share                  $     .43       $     .29
                                                      =========       =========

       Dividends paid per common share                $     .16       $     .16
                                                      =========       =========
       Average common shares outstanding                 23,518          23,350
                                                      =========       =========

                                 See Accompanying Notes

                                          -3-


<PAGE 5>

                         GERBER SCIENTIFIC, INC. AND SUBSIDIARIES

                                CONSOLIDATED BALANCE SHEET
                                                                               
                                                              In Thousands     
       -------------------------------------------------------------------------
       
                                                        October 31,   April 30,
                                                            1997         1997
       -------------------------------------------------------------------------
       
                                          ASSETS

       Current Assets:
         Cash and short-term cash investments          $   15,319    $    9,503
         Accounts receivable                               94,562        92,378
         Inventories                                       68,097        62,221
         Prepaid expenses                                  12,409        13,702
                                                       ----------    ----------
                                                          190,387       177,804
                                                       ----------    ----------

       Investments and long-term 
         receivables                                       27,048        37,037
                                                       ----------    ----------

       Property, plant and equipment                      126,497       121,447
         Less accumulated depreciation                     59,842        58,883
                                                       ----------    ----------
                                                           66,655        62,564
                                                       ----------    ----------

       Intangible assets                                   57,728        56,687
         Less accumulated amortization                     11,622        10,774
                                                       ----------    ----------
                                                           46,106        45,913
                                                       ----------    ----------
       Other assets                                           805         1,897
                                                       ----------    ----------
                                                       $  331,001    $  325,215
                                                       ==========    ==========

                           LIABILITIES AND SHAREHOLDERS' EQUITY

       Current Liabilities:
         Notes payable                                 $       --    $       --
         Current maturities of long-term debt                 193           193
         Accounts payable                                  27,759        17,453
         Accrued compensation and benefits                 14,519        14,038
         Deferred revenue                                   6,150         6,249
         Other accrued liabilities                         19,876        18,458
         Advances on sales contracts                        6,659         2,465
                                                       ----------    ----------
                                                           75,156        58,856
                                                       ----------    ----------

       Noncurrent Liabilities:
         Deferred income taxes                             11,263        11,193
         Long-term debt                                     7,050         7,145
                                                       ----------    ----------
                                                           18,313        18,338
                                                       ----------    ----------<PAGE>

       Contingencies and Commitments

       Shareholders' Equity:
         Preferred stock, no par value; authorized
           10,000,000 shares; no shares issued                 --            --
         Common stock, $1.00 par value; authorized
           65,000,000 shares; issued 
           23,363,775 and 23,306,900 shares                23,364        23,307
         Paid-in capital                                   36,681        36,100
         Retained earnings                                194,277       187,880
         Cumulative translation component                    (390)          734
         Treasury stock, at cost (800,000 shares)         (16,400)           --
                                                       ----------    ----------
                                                          237,532       248,021
                                                       ----------    ----------
                                                       $  331,001    $  325,215
                                                       ==========    ==========


                                  See Accompanying Notes

                                          -4-

<PAGE 6>

                         GERBER SCIENTIFIC, INC. AND SUBSIDIARIES

                           CONSOLIDATED STATEMENT OF CASH FLOWS
                                                                            
                                                                In Thousands    
       -------------------------------------------------------------------------

       Six Months Ended October 31,                           1997         1996 

       -------------------------------------------------------------------------
       CASH PROVIDED BY (USED FOR):

       Operating Activities
         Net earnings                                     $ 10,067     $  6,738
         Adjustments to reconcile net earnings to
           cash provided by operating activities:
             Depreciation and amortization                   6,604        5,894
             Deferred income taxes                              70        1,163
             Changes in operating accounts:
                 Receivables                                (2,073)     (10,933)
                 Inventories                                (5,876)        (285)
                 Prepaid expenses                            1,293       (1,351)
                 Accounts payable and accrued expenses      16,300         (642)
                                                          --------     --------
       Provided by Operating Activities                     26,385          584
                                                          --------     --------

       Financing Activities
         Purchase of common stock                          (16,400)          --
         Repayments of long-term debt                          (95)         (96)
         Exercise of stock options                             638          275
         Dividends on common stock                          (3,670)      (3,713)
                                                          --------     --------

       (Used for) Financing Activities                     (19,527)      (3,534)
                                                          --------     --------
       Investing Activities
         Long-term debt securities                           9,878        7,268
         Additions to property, plant and equipment         (9,715)      (6,440)
         Intangible and other assets                           (81)        (373)
         Other long-term investments                        (1,124)       1,073
                                                          --------     --------

       Provided by (Used for) Investing Activities          (1,042)       1,528
                                                          --------     --------
       Increase (Decrease) in Cash and Short-Term
         Cash Investments                                    5,816       (1,422)

       Cash and Short-Term Cash Investments,
         Beginning of Period                                 9,503        8,704
                                                          --------     --------
       Cash and Short-Term Cash Investments, 
         End of Period                                    $ 15,319     $  7,282
                                                          ========     ========




                                  See Accompanying Notes


                                          -5-

<PAGE 7>


                        GERBER SCIENTIFIC, INC. AND SUBSIDIARIES
                       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

          NOTE 1

          The   consolidated  balance   sheet  at   October  31,   1997,   the
          consolidated statements  of earnings  for the  three- and  six-month
          periods  ended  October  31, 1997  and  1996,  and  the consolidated
          statement of cash flows for the  six-month periods ended October 31,
          1997 and  1996 are  unaudited but, in  the opinion  of the  Company,
          include  all  adjustments,  consisting  only  of  normal   recurring
          accruals, necessary  for a  fair statement  of the  results for  the
          interim  periods.   The  results  of operations  for  the  six-month
          period ended October 31, 1997 are  not necessarily indicative of the
          results to be expected for the full fiscal year.

          NOTE 2

          The classification of inventories was as follows (in thousands):

                                      October 31, 1997    April 30, 1997 
                                      ----------------    --------------
             Raw materials and
               purchased parts          $ 56,368             $ 49,461
             Work in process              11,729               12,760
                                        --------             --------
                                        $ 68,097             $ 62,221
                                        ========             ========

          NOTE 3

          Net earnings per  common share were calculated  on the basis of  the
          weighted average number of shares of  common stock and common  stock
          equivalents outstanding during each period.

          NOTE 4

          Included  in   other  income   for  the   six  month   period  ended
          October 31, 1997 was a gain resulting from  the final settlement  of
          the Company's  UK patent  litigation with Lectra  Systemes, S.A.  of
          France,  which added $1,563,000  to earnings before income taxes and
          approximately  $1,000,000,  or  $.04  per  share,  to  net   income.
          Included in other income  for the three and six month periods  ended
          October 31, 1996 was a gain  resulting from life insurance  benefits
          the Company received  upon the death  of Mr. H. Joseph  Gerber which
          added approximately $1,000,000, or $.04 per share, to net income.

          NOTE 5

          In the second quarter ended October  31, 1997, the Company purchased
          800,000 shares  of its  common stock  from the  estate of H.  Joseph
          Gerber  for  a total  of  $16,400,000,  or  $20.50 per  share.   The
          reacquired shares are held by the Company as treasury stock.




                                             -6-

<PAGE 8>

                        GERBER SCIENTIFIC, INC. AND SUBSIDIARIES



          With respect to the  unaudited consolidated financial  statements of
          Gerber  Scientific, Inc. at October  31, 1997 and for the three- and
          six-month  periods  ended  October  31,  1997  and  1996, KPMG  Peat
          Marwick  LLP has made a  review (based on  procedures adopted by the
          American Institute  of  Certified  Public  Accountants) and  not  an
          audit, as  set forth  in their  separate report  dated November  19,
          1997 appearing on page  8.  That report does not express an  opinion
          on the interim unaudited  consolidated financial information.   KPMG
          Peat Marwick LLP has not carried  out any significant or  additional
          audit tests  beyond those which would  have been  necessary if their
          report had  not been included.   Accordingly, such  report is  not a
          "report" or "part of  the Registration Statement" within the meaning
          of  Sections  7 and  11  of  the  Securities Act  of  1933  and  the
          liability provisions of Section 11 of such Act do not apply.

                                             -7-

<PAGE 9>

                           INDEPENDENT ACCOUNTANTS' REPORT



          To the Board of Directors and Shareholders of
          Gerber Scientific, Inc.

          We  have made a review of the consolidated statements of earnings
          of  Gerber Scientific, Inc.  and subsidiaries for  the three- and
          six-month  periods   ended  October   31,  1997  and   1996,  the
          consolidated statement  of cash  flows for the  six-month periods
          ended  October 31, 1997  and 1996,  and the  consolidated balance
          sheet  as  of  October  31,  1997 in  accordance  with  standards
          established  by  the  American  Institute  of   Certified  Public
          Accountants.   We  have  previously audited,  in accordance  with
          generally   accepted  auditing   standards,  and   expressed  our
          unqualified  opinion  dated  May  22, 1997  on  the  consolidated
          financial  statements  for the  year  ended  April 30, 1997  (not
          presented herein).   The aforementioned financial statements  are
          the responsibility of the Company's management.

          A review of interim financial information consists principally of
          applying  analytical  review  procedures  to  financial  data and
          making  inquiries  of  persons   responsible  for  financial  and
          accounting  matters.  It is  substantially less in  scope than an
          examination  in  accordance   with  generally  accepted  auditing
          standards, the objective of which is the expression of an opinion
          regarding   the   financial   statements   taken   as  a   whole.
          Accordingly, we do not express such an opinion.

          Based  on  our  review,   we  are  not  aware  of   any  material
          modifications   that   should  be   made   to  the   accompanying
          consolidated statements of earnings  for the three- and six-month
          periods  ended  October 31, 1997   and  1996,  the   consolidated
          statement of cash  flows for the six-month  periods ended October
          31,  1997 and  1996,  or the  consolidated  balance sheet  as  of
          October  31, 1997  for them  to be  in conformity  with generally
          accepted  accounting  principles.    Also,  in  our  opinion  the
          information in the accompanying  consolidated balance sheet as of
          April  30, 1997 is fairly presented, in all material respects, in
          relation to the consolidated balance sheet from which it has been
          derived. 




          /s/ KPMG PEAT MARWICK LLP

          Hartford, Connecticut
          November 19, 1997 



                                             -8-

<PAGE 10>

                       GERBER SCIENTIFIC, INC. AND SUBSIDIARIES

                       MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                    FINANCIAL CONDITION AND RESULTS OF OPERATIONS


          FINANCIAL CONDITION

          The Company's ratio of current  assets to current liabilities was
          2.5  to 1 at October 31,  1997 compared with 3 to  1 at April 30,
          1997.    Net  working capital  at  October  31,  1997 was  $115.2
          million, a decrease  of $3.7  million from the  beginning of  the
          current  fiscal   year.    The  Company's   cash  and  short-term
          investments totalled  $15.3 million at October  31, 1997 compared
          with  $9.5  million at  the end  of the  prior  fiscal year.   In
          addition,  the Company's investment portfolio of longer-term debt
          securities, primarily tax-exempt  municipal bonds, totalled $26.7
          million  at October 31, 1997 compared with $36.6 million at April
          30, 1997.
            
          Operating  activities provided $26.4 million in cash for the six-
          month period  ended October  31, 1997  compared with $.6  million
          provided by operating  activities for the same  period last year.
          Cash  generated   by  earnings  and  the   non-cash  charges  for
          depreciation and amortization  was somewhat offset  by growth  in
          inventories in  this year's first six months.  However, increases
          in accounts  payable related primarily to  improved management of
          vendor payment cycles produced additional cash from operations.

          The  principal non-operating uses of cash in the six months ended
          October 31, 1997  were the  purchase of treasury  stock of  $16.4
          million, additions  to property,  plant,  and equipment  of  $9.7
          million,  and payment of  dividends of  $3.7 million.  During the
          second  quarter,  the Company  purchased  800,000  shares of  its
          common stock from  the estate of H. Joseph Gerber  for a total of
          $16.4 million.  The Company anticipates that capital expenditures
          for  the current fiscal year will be  in the range of $13 million
          and  expects to  fund  these  with cash  on  hand  and cash  from
          operations.                       

          The  Company's total debt at  October 31, 1997  was $7.2 million,
          down slightly  from April 30, 1997.   The ratio of  total debt to
          shareholders' equity was 3 percent at October  31, 1997, compared
          with  3 percent at April 30, 1997.   The Company believes its low
          ratio of  debt-to-equity is an important indicator of its ability
          to borrow funds should needs arise.


           

          
                                             -9-

<PAGE 11>

          RESULTS OF OPERATIONS

          Combined sales and  service revenue for the three-  and six-month
          periods  ended  October 31,  1997  increased  $11.4  million  (12
          percent) and  $24.6 million (14 percent),  respectively, from the
          same periods last year.   The increases reflected higher  product
          sales  and  slightly  higher  service  revenue.    Product  sales
          increased in all of  the Company's major product classes,  except
          for computer-to-plate imaging  systems for the  printing industry
          which were comparable to prior year levels.  The most significant
          increase  in sales  was  of the  Company's  GERBERcutter   fabric
          cutting  systems.  In addition, GGT  Cutting Edge, an acquisition
          in last year's  fourth quarter, contributed $3.6 million and $7.0
          million of the second quarter and year-to-date sales increases.

          The  consolidated gross  profit margin in  this year's  first six
          months was 43.9 percent, which was roughly  the same as the prior
          year  margin of   43.8  percent.   The consolidated  gross profit
          margin in this year's second quarter of 44.2 percent was slightly
          lower than the prior year  margin of 44.8 percent.   Gross profit
          margins  on product sales were  45.3 percent and  45.2 percent in
          this  year's second quarter and first six months compared with 46
          percent and  44.8 percent in  the prior year  comparable periods.
          The lower second quarter margins this year  were caused primarily
          by  higher sales  of OEM-supplied  equipment for  the electronics
          industry  and  also  by  price  discounting on  computer-to-plate
          imaging  systems  for  the  commercial  printing  market.    This
          decrease was offset on  a year-to-date basis by  favorable volume
          effects  from higher  shipments  of  GERBERcutter fabric  cutting
          systems.

          Service gross profit  margins were 35.1 percent  and 33.7 percent
          in  this year's second quarter and first six months compared with
          36.2  percent and  37.2  percent  in  the prior  year  comparable
          periods.   The  year-to-year decreases  were caused  primarily by
          costs  in the  current  year associated  with  development of  an
          applications training revenue  stream from the  computer-to-plate
          systems businesses.

          Selling, general,  and  administrative expenses  in  this  year's
          second quarter and first six months rose by $1.4 million and $3.7
          million from last year but declined as a percentage of revenue to
          29.9 percent and 30.5  percent this year from 32 percent and 32.6
          percent last  year.  The increased expenses were caused primarily
          by higher marketing  expenses associated with  major trade  shows
          and also by  the inclusion of  the expenses of GGT  Cutting Edge.
          Partially offsetting  these increases was  the effect  of a  cost
          reduction  program implemented  at the  Company's Gerber  Garment
          Technology (GGT) subsidiary.


                                         -10-

<PAGE 12>

          The Company continued to commit significant resources to research
          and the development of new products.  R&D expense of $7.8 million
          in  this year's second quarter and $15.4 million in the first six
          months  represented 7.3  percent and  7.5 percent  of  revenue in
          these periods, respectively.  Although R&D expense increased  $.3
          million and $1.1 million from the comparable  prior year periods,
          the percentage of R&D expenses to sales revenue is  lower in this
          year's  three- and  six-month periods.   The dollar  increase was
          related primarily  to the development of  new signmaking plotters
          and  the  inclusion  of   the  expenses  of  GGT   Cutting  Edge.
          Management anticipates  that this lower  ratio of R&D  to revenue
          will  continue in the current  year due in  part to comparatively
          lower levels of development spending in computer-to-plate imaging
          systems  for the printing industry and to growth in sales volume.

          Other income in this  year's second quarter and first  six months
          ended  October 31, 1997 was lower  than last year.  The quarterly
          decrease relates to  the prior  year gain  of approximately  $1.0
          million ($.04 per  share) from life  insurance benefits  received
          upon  the death  of Mr.  H. Joseph  Gerber, the  Company's former
          Chairman  and President.   Partially  offsetting this  item  on a
          year-to-date basis was a gain in the current year's first quarter
          from the final settlement of  the Company's UK patent  litigation
          with Lectra Systemes  S.A. of France,  amounting to $1.6  million
          ($.04 per share).  Also affecting the year-to-year comparison was
          lower  interest  income  this  year  resulting  from  a   smaller
          investment portfolio of tax-exempt municipal bonds.

          The  provision rate  for income  taxes was  32.1 percent  for the
          second  quarter and 32.3 percent for the six months ended October
          31,  1997 compared with 26 percent and  26.3 percent in the prior
          year comparable  periods.  The lower  tax rate last year  was the
          result  of the  tax-exempt life  insurance benefits  noted above.
          The year-to-year increases in the provision rates also  reflected
          the higher marginal  combined Federal and state  income tax rates
          associated  with  the higher  levels of  pre-tax earnings  in the
          current  year.   The  effective income  tax  rate in  each period
          continued  to be lower than the 35 percent statutory U.S. Federal
          tax rate primarily  because of tax-exempt interest income and the
          tax benefits of the Company's Foreign Sales Corporation.  

          As  a result of the above, net  earnings increased in this year's
          second  quarter to  $5.5  million or  $.24  per share  from  $5.1
          million or $.22 per share in last year's  second quarter. For the
          first  six  months, net  earnings  this year  increased  to $10.1
          million or $.43 per share this year compared with $6.7 million or
          $.29 per share last year.


                                          -11-

<PAGE 13>

          FORWARD LOOKING STATEMENTS

          This report includes forward-looking statements that describe the
          Company's business  prospects.    Readers  should  keep  in  mind
          factors that  could have  an adverse  impact on  those prospects.
          These include  political, economic, or other  conditions, such as
          recessionary  or  expansive  trends,  inflation  rates,  currency
          exchange rates,  taxes and  regulations  and laws  affecting  the
          business, as well as product  competition, pricing, the degree of
          acceptance of new products to the marketplace, and the difficulty
          of forecasting sales at various times in various markets.



                                         -12-

<PAGE 14>

                             PART II - OTHER INFORMATION

          Item 1.  Legal Proceedings

          Form 10-Q for the quarter ended  July 31, 1997 reported the final
          settlement of  the Company's  UK  patent litigation  with  Lectra
          Systemes, S.A. of France.

          Item 4.  Submission of Matters to a Vote of Security Holders

          On September 12,  1997, the  Company held its  annual meeting  of
          shareholders.  The holders of 93.5% of the shares of common stock
          entitled to vote at this meeting were present either in person or
          by proxy.  The following were the voting results for the meeting:

             -  the shareholders  approved the  Amendment  to the  Restated
                Certificate of  Incorporation and  By-Laws with  21,346,250
                votes  in   favor,  405,162  votes   against,  and   76,539
                abstentions.

             -  the   shareholders   approved  the   Amended/Restated  1992
                Employee Stock  Plan with  19,418,329 votes  in favor, 
                2,296,673 votes against, and 112,949 abstentions.

             -  the shareholders  approved the  Amended/Restated 1992  Non-
                Employee  Director  Option  Plan with  20,759,643  votes in
                favor, 967,412 votes against, and 100,896 abstentions.

             -  the  shareholders elected  Directors to  hold office  until
                the   annual  meeting  to be  held  in  the  year  2000 with
                the following votes:

                                           For            Withheld
               Edward E. Hood, Jr.      21,652,909        175,042
               W. Jerome Vereen         21,650,733        177,218
               Michael J. Cheshire      21,650,268        177,683

               The  terms  of  office of  the  other  Directors, George  M.
               Gentile, David  J. Gerber, A.  Robert Towbin,  and David  J.
               Logan continued after the meeting.

          Item 5.  Other Information

          On August 6, 1997,  the Company issued a press  release reporting
          the retirement of Ronald  B. Webster, a Senior Vice  President of
          the Company and President of  its wholly owned subsidiary, Gerber
          Scientific Products (GSP), as of May 1, 1998.  Charles M. Hevenor,
          a 28-year employee of  the Company and most recently  Senior Vice
          President, Software and  Systems of GSP  was appointed  Executive
          Vice  President  and General  Manager  of  GSP  and  will  become
          President of GSP upon Mr. Webster's retirement next May.

          On  August 14, 1997, the Company issued a press release reporting
          the  purchase  of 800,000  shares of  its  common stock  from the
          estate of H. Joseph  Gerber for a total of $16,400,000, or $20.50
          per   share.      The  reacquired   shares,   which   represented
          approximately 3.4%  of the Company's outstanding  stock, are held
          by the Company as treasury stock.
                                        
                                           -13-

<PAGE 15>

          On  August 29, 1997, the Company issued a press release reporting
          that its  wholly-owned  subsidiary,  Gerber  Optical,  Inc.,  had
          expanded  its  strategic alliance  with Essilor  International by
          purchasing certain assets of Essilor Technologies of America  and
          acquiring exclusive  retail  distribution rights  to the  Essilor
          Alpha and Gamma finishing systems within the United States.

          On  September 29,  1997,  the  Company  issued  a  press  release
          announcing the appointment of two  new Directors to the Company's
          Board of Directors, Donald P. Aiken,  President of ABB Industrial
          Systems  Inc.  and  Carole  F.  St.  Mark,  President  of  Growth
          Management LLC  and  former President  and  CEO of  Pitney  Bowes
          Business Services.

          Item 6.  Exhibits and Reports on Form 8-K

          (a)  Exhibits

          (11)Statement regarding computation of per share earnings.

          (15)Letter regarding unaudited interim financial information.

          (27)Financial data schedule.

          (b)Reports on Form 8-K

          No Form 8-K was filed during the quarter for which this report is
          filed.


                                            -14-

<PAGE 16>


                                       SIGNATURE



            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.




                                            GERBER SCIENTIFIC, INC.
                                            -----------------------
                                                  (Registrant)




            Date:  November 20, 1997        By:/s/ Gary K.  Bennett        
                  -------------------       ------------------------------
                                            Senior Vice President, Finance
                                            and    Principal     Accounting
                                            Officer

                                          -15-

<PAGE 17>

                                     EXHIBIT INDEX
                                     -------------


            Exhibit Index
               Number                  Exhibit                        Page
            -------------              -------                        ----

                 11            Statement Regarding Computation 
                               of Per Share Earnings.*   

                 15            Letter Regarding Unaudited Interim
                               Financial Information.*


                 27            Financial Data Schedule.*





            *Filed herewith.

                                         -16-

<PAGE 18>


                                                                  EXHIBIT NO. 11



<TABLE>

                              GERBER SCIENTIFIC, INC. AND SUBSIDIARIES

                                 COMPUTATION OF PER SHARE EARNINGS



<CAPTION>

                                             Three Months                 Six Months
                                                Ended                        Ended
                                              October 31                  October 31           
                                     ---------------------------   ---------------------------
                                         1997           1996           1997           1996    
                                     ------------   ------------   ------------   ------------


   <S>                               <C>            <C>            <C>            <C>   
   Net earnings                      $  5,496,000   $  5,135,000   $ 10,067,000   $  6,738,000
                                     ============   ============   ============   ============ 



   Weighted average shares of
     common stock outstanding
     during the period                 22,679,135     23,231,530     23,001,000     23,220,984


   Common stock equivalents:

     Common stock attributable
     to stock options (treasury
     stock method)                        645,571         95,580        516,597        129,042
                                     ------------   ------------   ------------   ------------


   Average common shares
     outstanding                       23,324,706     23,327,110     23,517,597     23,350,026
                                     ============   ============   ============   ============


     Net earnings per common share   $        .24   $        .22   $        .43   $        .29
                                     ============   ============   ============   ============
    

   Note:  Net earnings per common share as calculated above is presented on a
          primary and fully diluted basis.

</TABLE>

                                                




                                                             EXHIBIT NO. 15



          To the Board of Directors and Shareholders of
          Gerber Scientific, Inc.


                     
                        Re:  Registration Statements on Form S-8, 
                             File No. 2-93695 and No. 33-58668

                             Registration Statement on Form S-3,
                             File No. 33-58670



          With  respect   to  the  subject   Registration  Statements,   we
          acknowledge  our awareness of the use therein of our report dated
          November 19, 1997  related  to our  review  of interim  financial
          information.

          Pursuant to Rule  436(c) under the  Securities Act, such  reports
          are not considered a part of a Registration Statement prepared or
          certified by an accountant  or a report prepared or  certified by
          an accountant within the meaning of Sections 7 and 11 of the Act.


                                          Very truly yours,


                                          /s/ KPMG PEAT MARWICK LLP



          Hartford, Connecticut
          November 19, 1997






                                         



<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Consolidated Balance Sheet and Statement of Earnings of Gerber Scientific, Inc.
as of and for the six-month period ended October 31, 1997 and is qualified in
its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          APR-30-1998
<PERIOD-END>                               OCT-31-1997
<CASH>                                          15,319
<SECURITIES>                                         0
<RECEIVABLES>                                   94,652
<ALLOWANCES>                                         0
<INVENTORY>                                     68,097
<CURRENT-ASSETS>                               190,387
<PP&E>                                         126,497
<DEPRECIATION>                                  59,842
<TOTAL-ASSETS>                                 331,001
<CURRENT-LIABILITIES>                           75,156
<BONDS>                                          7,050
                                0
                                          0
<COMMON>                                        23,364
<OTHER-SE>                                     214,168
<TOTAL-LIABILITY-AND-EQUITY>                   331,001
<SALES>                                        205,353
<TOTAL-REVENUES>                               205,353
<CGS>                                          115,260
<TOTAL-COSTS>                                  193,320
<OTHER-EXPENSES>                               (3,010)
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                 176
<INCOME-PRETAX>                                 14,867
<INCOME-TAX>                                     4,800
<INCOME-CONTINUING>                             10,067
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    10,067
<EPS-PRIMARY>                                      .43
<EPS-DILUTED>                                      .43
        

</TABLE>


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