<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1997 Commission File Number 333-42879
83 Full title of the plan and the address of the plan, if different from
that of the issuer named below:
Gerber Scientific, Inc. and Participating Subsidiaries
401(k) Maximum Advantage Program and Trust
As Amended and Restated Effective January 1, 1997 (the "Plan")
83 Name of the issuer of the securities held pursuant to the Plan and the
address of the principal executive office:
Gerber Scientific, Inc.
83 Gerber Road West
South Windsor, Connecticut 06074
REQUIRED INFORMATION
The following financial statements and supplemental schedules for the
Plan are being filed herewith.
<PAGE>
GERBER SCIENTIFIC, INC. AND PARTICIPATING SUBSIDIARIES
401(k) MAXIMUM ADVANTAGE PROGRAM AND TRUST
FINANCIAL STATEMENTS AND SCHEDULES
DECEMBER 31, 1997 AND 1996
(WITH INDEPENDENT AUDITORS' REPORT THEREON)
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Independent Auditors' Report............................................. 3
Statements of Net Assets Available for Plan Benefits,
December 31, 1997 and 1996............................................ 4
Statements of Changes in Net Assets Available for Plan Benefits, Years
Ended December 31, 1997 and 1996...................................... 5
Notes to Financial Statements............................................ 7
Schedules
1. Schedule of Assets Held for Investment Purposes at End of Plan Years,
December 31, 1997 and 1996............................................ 13
2. Schedule of Reportable Transactions for Year Ended December 31, 1997.. 15
</TABLE>
Note: The schedules of non-exempt transactions, assets held for investment
purposes which were acquired and disposed of within the plan year, loans
or fixed income obligations, and leases in default or classified as
uncollectible, required by Section 103(c)(5) of the Employee Retirement
Income Security Act of 1974, are not applicable.
2
<PAGE>
Independent Auditors' Report
The Plan Administrator
Gerber Scientific, Inc. and Participating Subsidiaries
401(k) Maximum Advantage Program and Trust:
We have audited the accompanying statements of net assets available for plan
benefits of Gerber Scientific, Inc. and Participating Subsidiaries 401(k)
Maximum Advantage Program and Trust as of December 31, 1997 and 1996 and the
related statements of changes in net assets available for plan benefits with
fund information for the years then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our report dated June 24, 1998, we did not express an opinion on the Plan's
1997 and 1996 financial statements because, as permitted by 29 CFR 2520.103-8
of the Department of Labor's Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974, the Plan
Administrator instructed us not to perform, and we did not perform, any
auditing procedures with respect to the investment information which was
certified by Barclays Global Investors, National Association in 1997 and 1996,
the trustee of the Plan, except for comparing such information with the related
information included in the financial statements and supplemental schedules.
Since that date, we have, at the request of the Plan Administrator, audited the
investment information and were able to satisfy ourselves as to the investment
assets and executed investment transactions. Accordingly, our present opinion
on the 1997 and 1996 financial statements, as presented herein, is different
from that expressed in our previous report.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial status of Gerber Scientific, Inc. and
Participating Subsidiaries 401(k) Maximum Advantage Program and Trust as of
December 31, 1997 and 1996, and the changes in its financial status for the
years then ended in conformity with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets
held for investment purposes and reportable transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. These supplemental
schedules are the responsibility of the Plan's management. The Fund Information
in the statements of net assets available for plan benefits and the statements
of changes in net assets available for plan benefits with fund information is
presented for purposes of additional analysis rather than to present the net
assets avalible for plan benefits and changes in net assets available for plan
benefits of each fund. The supplemental schedules and Fund Information have
been subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
KPMG LLP
Hartford, Connecticut
June 30, 1999
3
<PAGE>
GERBER SCIENTIFIC, INC. AND PARTICIPATING SUBSIDIARIES
401 (k) MAXIMUM ADVANTAGE PROGRAM AND TRUST
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1997 and 1996
<TABLE>
<CAPTION>
December 31,
--------------------------------------
1997 1996
----------------- -----------------
<S> <C> <C>
Mutual Funds, at market value:
Asset Allocation Fund $ 13,691,984 $ 10,904,606
Standard & Poor's 500 Stock Fund 11,365,349 6,469,890
Money Market Fund 8,527,811 8,661,751
Growth Stock Fund 3,997,516 3,659,719
U.S. Treasury Allocation Fund 984,139 932,749
Collective Investment Fund, at market value:
International Equity Fund 1,192,020 1,046,616
Loans Receivable from Plan Participants 1,201,467 1,254,608
----------------- -----------------
Net Assets Available for Plan Benefits 40,960,286 $ 32,929,939
================= =================
</TABLE>
See accompanying notes to financial statements.
4
<PAGE>
GERBER SCIENTIFIC, INC. AND PARTICIPATING SUBSIDIARIES
401(K) MAXIMUM ADVANTAGE PROGRAM AND TRUST
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND
INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
Participant Directed
---------------------------------------------------------------------------------
Asset Money Growth
Allocation S & P 500 Market Stock
Fund Stock Fund Fund Fund
--------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
Investment Income:
Net Appreciation (Depreciation)
in Fair Value of Investments $ 750,588 $ 2,066,048 $ -- $ (175,745)
Interest and Dividends 1,703,511 383,933 459,357 313,054
Interest on Participant Loans -- -- -- --
--------------- --------------- --------------- ---------------
2,454,099 2,449,981 459,357 137,309
Contributions:
Plan Participants 1,071,075 1,063,624 846,838 686,884
Employer 113,523 116,754 105,588 75,513
--------------- --------------- --------------- ---------------
Total Investment Income
and Contributions 3,638,697 3,630,359 1,411,783 899,706
--------------- --------------- --------------- ---------------
Transfers from Acquired Plan -- 268,985 -- 124,906
--------------- --------------- --------------- ---------------
Benefits Paid to Participants (508,330) (415,668) (1,186,941) (281,387)
Administrative Fees (5,255) (3,892) (6,877) (1,662)
--------------- --------------- --------------- ---------------
Total Benefits and Expenses (513,585) (419,560) (1,193,818) (283,049)
--------------- --------------- --------------- ---------------
Excess of Additions Over Deductions 3,125,112 3,479,784 217,965 741,563
Inter-fund Transfers, Net (337,734) 1,415,675 (351,905) (403,766)
--------------- --------------- --------------- ---------------
Net Increase in Net Assets 2,787,378 4,895,459 (133,940) 337,797
Net Assets Available for Benefits
at Beginning of Year 10,904,606 6,469,890 8,661,751 3,659,719
--------------- --------------- --------------- ---------------
Net Assets Available for
Benefits at End of Year $ 13,691,984 $ 11,365,349 $ 8,527,811 $ 3,997,516
=============== =============== =============== ===============
<CAPTION>
-----------------------------------------------------------------------------------
U.S. Treasury International
Allocation Equity Participant
Fund Fund Loans Total
---------------- ---------------- ---------------- -----------------
<S> <C> <C> <C> <C>
Investment Income:
Net Appreciation (Depreciation)
in Fair Value of Investments $ 6,423 $ 2,249 $ -- $ 2,649,563
Interest and Dividends 60,059 -- -- 2,919,914
Interest on Participant Loans -- -- 118,681 118,681
---------------- ---------------- ---------------- -----------------
66,482 2,249 118,681 5,688,158
Contributions:
Plan Participants 106,967 226,035 -- 4,001,423
Employer 15,108 21,283 -- 447,769
---------------- ---------------- ---------------- -----------------
Total Investment Income
and Contributions 188,557 249,567 118,681 10,137,350
---------------- ---------------- ---------------- -----------------
Transfers from Acquired Plan 21,268 125,975 7,414 548,548
---------------- ---------------- ---------------- -----------------
Benefits Paid to Participants (61,412) (119,020) (64,071) (2,636,829)
Administrative Fees (506) (530) -- (18,722)
---------------- ---------------- ---------------- -----------------
Total Benefits and Expenses (61,918) (119,550) (64,071) (2,655,551)
---------------- ---------------- ---------------- -----------------
Excess of Additions Over Deductions 147,907 255,992 62,025 8,030,347
Inter-fund Transfers, Net (96,517) (110,588) (115,166) --
---------------- ---------------- ---------------- -----------------
Net Increase in Net Assets 51,390 145,404 (53,141) 8,030,347
Net Assets Available for Benefits
at Beginning of Year 932,749 1,046,616 1,254,608 32,929,939
---------------- ---------------- ---------------- -----------------
Net Assets Available for
Benefits at End of Year $ 984,139 $ 1,192,020 $ 1,201,467 $ 40,960,286
================ ================ ================ =================
</TABLE>
See accompanying notes to financial statements.
5
<PAGE>
GERBER SCIENTIFIC, INC. AND PARTICIPATING SUBSIDIARIES
401(K) MAXIMUM ADVANTAGE PROGRAM AND TRUST
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR
PLAN BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
Participant Directed
------------------------------------------------------------------------------------------
Asset Money Growth U.S. Treasury International
Allocation Market S & P 500 Stock Allocation Equity
Fund Fund Stock Fund Fund Fund Fund
--------------- -------------- ----------- ----------- ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Investment Income:
Net Appreciation (Depreciation)
in Fair Value of Investments $ 120,502 $ -- $ 904,065 $ 249,169 $ (20,105) $ 53,915
Interest and Dividends 1,007,562 425,191 205,321 50,618 50,202 --
Interest on Participant Loans -- -- -- -- -- --
--------------- -------------- ----------- ----------- ------------- ------------
1,128,064 425,191 1,109,386 299,787 30,097 53,915
Contributions:
Plan Participants 1,174,850 704,568 688,687 655,371 123,613 182,128
Employer 94,816 79,149 59,657 43,131 12,842 13,448
--------------- -------------- ----------- ----------- ------------- ------------
Total Investment Income
and Contributions 2,397,730 1,208,908 1,857,730 998,289 166,552 249,491
--------------- --------------- ----------- ----------- ------------- ------------
Transfers from Acquired Plan -- -- -- -- -- --
--------------- --------------- ----------- ----------- ------------- ------------
Benefits Paid to Participants (510,280) (754,503) (242,552) (182,683) (66,878) (75,484)
Administrative Fees (4,145) (5,265) (2,427) (1,264) (370) (343)
--------------- -------------- ----------- ----------- ------------- ------------
Total Benefits and Expenses (514,425) (759,768) (244,979) (183,947) (67,248) (75,827)
--------------- -------------- ----------- ----------- ------------- ------------
Excess of Additions Over Deductions 1,883,305 449,140 1,612,751 814,342 99,304 173,664
Inter-fund Transfers, Net (266,696) (275,728) 321,414 446,999 (93,088) (134,995)
--------------- -------------- ----------- ----------- ------------- ------------
Net Increase in Net Assets 1,616,609 173,412 1,934,165 1,261,341 6,216 38,669
Net Assets Available for Benefits
at Beginning of Year 9,287,997 8,488,339 4,535,725 2,398,378 926,533 1,007,947
--------------- -------------- ----------- ----------- ------------- ------------
Net Assets Available for
Benefits at End of Year $ 10,904,606 $ 8,661,751 $ 6,469,890 $ 3,659,719 $ 932,749 $ 1,046,616
=============== ============== =========== =========== ============= ============
<CAPTION>
-------------------------------
Participant
Loans Total
------------- --------------
<S> <C> <C>
Investment Income:
Net Appreciation (Depreciation)
in Fair Value of Investments $ -- $ 1,307,546
Interest and Dividends -- 1,738,894
Interest on Participant Loans 112,238 112,238
------------- --------------
112,238 3,158,678
Contributions:
Plan Participants -- 3,529,217
Employer -- 303,043
------------- --------------
Total Investment Income
and Contributions 112,238 6,990,938
------------- --------------
Transfers from Acquired Plan -- --
------------- --------------
Benefits Paid to Participants (76,977) (1,909,357)
Administrative Fees -- (13,814)
------------- --------------
Total Benefits and Expenses (76,977) (1,923,171)
------------- --------------
Excess of Additions Over Deductions 35,261 5,067,767
Inter-fund Transfers, Net 2,094 --
------------- --------------
Net Increase in Net Assets 37,355 5,067,767
Net Assets Available for Benefits
at Beginning of Year 1,217,253 27,862,172
------------- --------------
Net Assets Available for
Benefits at End of Year $ 1,254,608 $ 32,929,939
============= ==============
</TABLE>
See accompanying notes to financial statements.
6
<PAGE>
GERBER SCIENTIFIC, INC. AND PARTICIPATING SUBSIDIARIES
401 (k) MAXIMUM ADVANTAGE PROGRAM AND TRUST
NOTES TO FINANCIAL STATEMENTS
December 31, 1997 and 1996
A. Description of the Plan
-----------------------
The following brief description of the Gerber Scientific, Inc. and
Participating Subsidiaries 401 (k) Maximum Advantage Program and Trust (the
"Plan") is provided for general information purposes only and reflects the
Plan's provisions as of the date of the financial statements. Participants
should refer to the Plan documents for more complete information on the
Plan's provisions.
1. General
-------
The Plan is a defined contribution plan sponsored by Gerber Scientific,
Inc. and Participating Subsidiaries (the "Company") and was established
effective January 1, 1985. It is intended that the Plan be qualified
and exempt under Sections 401(a) and 501(a) of the Internal Revenue
Code of 1986 (the "Code"), as amended from time to time, and meet the
requirements of Section 401 (k) of the Code. The Plan is subject to
the provisions of the Employee Retirement Income Security Act of 1974
("ERISA").
2. Purpose
-------
The purpose of the Plan is to encourage employee savings and to provide
a facility for accumulation of funds to be used to provide benefits
upon an employee's retirement, death, disability, termination of
employment, or certain other circumstances.
3. Administration
--------------
The Board of Directors of Gerber Scientific, Inc., which has the
authority to administer the Plan, has delegated the duties of Plan
Administrator to a Committee consisting of Company employees. The
Committee interprets and applies Plan provisions, makes final
determinations concerning eligibility, benefits, and rights under the
Plan, furnishes individual benefits statements to Participants, and
files such reports as may be required by law.
4. Eligibility
-----------
Employees of the Company become eligible to participate in the Plan on
the first day of a calendar quarter after attaining age 21 and
completing one year of service.
7
<PAGE>
5. Employee Contributions
----------------------
An eligible employee becomes a Participant by authorizing the Company
to reduce the Participant's base pay and make a corresponding "pre-tax"
or "after-tax" contribution to the Plan. "Pre-tax" contributions may
range from 2% to 15% of base pay and "after-tax" contributions may
range from 1% to 10% of base pay. A Participant may change or suspend
contributions by providing written notice to the Company.
"Pre-tax" contributions are deducted from taxable wages before income
taxes are withheld and are not subject to income taxation until
withdrawn from the Plan. "After-tax" contributions do not reduce
taxable wages and thus are subject to current income taxation.
Under Internal Revenue Service regulations, base pay for Plan purposes
was limited to $160,000 in 1997 and $150,000 in 1996, and the maximum
"pre-tax" contribution was limited to $9,500 per participant in 1997
and in 1996.
6. Employer Contributions
----------------------
The Company matches 50% of the first 6% of base pay which a Participant
contributes on a "pre-tax" basis, subject to a maximum annual Company
contribution of $400 per Participant for 1997 and $300 per Participant
in 1996.
7. Investment of Contributions and Participants' Accounts
------------------------------------------------------
A separate accounting is maintained in the name of each Participant,
reflecting contributions by the Participant, amounts contributed by the
Company under the Plan on the Participant's behalf, investment earnings
or losses, loans, withdrawals, or other distributions, and expenses, if
any, charged against such account. The amount of benefit available to
each Participant at any point in time depends solely upon the value of
the Participant's own account.
A Participant directs the investment of his/her account. As of
December 31, 1997, there were six investment funds in which
Participants could invest. These investment funds are managed by
Barclays Global Fund Advisors, a wholly owned subsidiary of Barclays
Global Investors, National Association. The investment funds were:
a. The Money Market Fund, which is comprised of investments in U.S.
Government and agency obligations, bank certificates of deposit,
bankers' acceptances, and corporate commercial paper;
b. The Asset Allocation Fund, which uses a computer model to allocate
its investments among common stocks, U.S. Treasury bonds, and money
market instruments. The computer model allocates and reallocates
investments among these asset classes based upon estimates of their
relative risk and rates of return;
8
<PAGE>
c. The U.S. Treasury Allocation Fund, which invests in three classes
of U.S. Treasury debt securities: long-term U.S. Treasury bonds;
intermediate-term U.S. Treasury notes; and short-term U.S. Treasury
bills. The Fund allocates and reallocates investments among these
classes of debt securities based upon estimates of their relative
risk and rates of return;
d. The Standard & Poor's 500 Stock Fund, which is comprised of
investments in common stock and attempts to achieve the same rate
of return as the Standard & Poor's 500 Composite Stock Price Index.
The Fund attempts to do this by holding nearly all of the 500
common stocks that the Index measures;
e. The International Equity Fund, which invests in securities traded
outside the United States and excludes securities of U.S.
companies. The Fund invests in substantially the same stocks and
the same percentages as comprise the Morgan Stanley Capital
International Europe, Australia, and Far East (EAFE) Index;
f. The Growth Stock Fund, which invests in growth-oriented common
stocks with potential for capital appreciation. The Fund is
diversified and carries an above-average capital growth potential
for investors willing to assume above-average risk.
The Plan permits a participant to change the investment allocation of
future contributions and the investment allocation of the Participant's
existing account. There is no limit on the number of changes that may
be made.
8. Vesting
-------
A Participant is at all times 100% vested in the Participant's "pre-
tax" contributions, "after-tax" contributions, "rollover"
contributions, and the Company contributions on the Participant's
behalf.
9. Withdrawals and Loans
---------------------
The Plan is designed to distribute savings at the end of the
Participant's career with the Company. However, the Plan makes
provision for hardship and non-hardship withdrawals and for loans,
subject to current Internal Revenue Service regulations.
Hardship withdrawals are permitted to meet a financial hardship
resulting from qualifying medical expenses, educational expenses,
funeral expenses, the purchase of a primary residence, or the loss of a
primary residence through eviction or mortgage foreclosure. Hardship
withdrawals require approval of the Committee. Non-hardship
withdrawals may be made only against a Participant's "after-tax"
contributions or "rollover" contributions and may be made for any
reason.
9
<PAGE>
Loans may be drawn against a Participant's account, subject to a $500
minimum and a $50,000 maximum, and may not exceed 50% of the
Participant's account balance. Loan repayments are redeposited in the
Participant's account in accordance with the Participant's current
investment allocation for contributions. Any outstanding loan balance
not repaid at termination of employment is treated as a taxable
distribution.
10. Payment of Benefits
-------------------
Distributions from the Plan are paid either in a lump sum cash payment
or a portion paid in a lump sum and the remainder paid later. Unless a
Participant elects otherwise, distributions are payable upon the
termination of employment. If a Participant's total account balance is
greater than $3,500, the Participant (or in the event of death, the
Participant's designated beneficiary) has the right to defer the
distribution but generally not beyond April 1 of the year following the
year in which the Participant reaches age 70-1/2.
Upon the death of a Participant, the designated beneficiary, or the
Participant's estate if no beneficiary is designated, is entitled to
100% of the Participant's account.
11. Taxation
--------
Income taxes are deferred on "untaxed funds" in a Participant's
account. Untaxed funds consist of "pre-tax" contributions, Company
contributions, net investment earnings, and loan interest repaid. Upon
distribution, such untaxed funds become taxable. Untaxed funds
received as a loan are not subject to income taxes. "After-tax"
contributions which are distributed are not taxable, but investment
earnings on "after-tax" contributions are taxable when distributed.
10
<PAGE>
B. Summary of the Plan's Significant Accounting Policies
-----------------------------------------------------
1. Basis of Presentation
---------------------
The accompanying financial statements have been prepared on the accrual
basis of accounting and present the net assets available for plan
benefits and the changes in net assets available for plan benefits for
the plan years ended December 31, 1997 and 1996.
2. Trust Funds Held and Managed
----------------------------
On August 29, 1997, Merrill Lynch, Pierce, Fenner & Smith Inc.
("Merrill Lynch") acquired the MasterWorks division of Barclays Global
Investors, National Association ("Barclays") and became the Plan's
recordkeeper. Barclays remained as trustee of the Plan through December
31, 1997. On January 1, 1998, Merrill Lynch became trustee of the
Plan.
The Plan's investments at December 31, 1997 were held in trust by
Barclays and were invested in mutual funds and a collective investment
fund managed by Barclays Global Fund Advisors (BGFA), a wholly owned
subsidiary of Barclays. Investments were recorded on a trade date
basis by Barclays, the recordkeeper, through acquisition date and by
Merrill Lynch thereafter. For the Plan year ended December 31, 1997,
the investment in and the changes in these investment funds were
reported to the Plan by Barclays and Merrill Lynch as determined
through the use of current market values for all assets of the funds.
The Plan's investments at December 31, 1996 were held in trust by
Barclays and were invested in mutual funds and a collective investment
fund managed by Barclays Global Fund Advisors (BGFA), a wholly owned
subsidiary of Barclays. Investments were recorded by Barclays on a
trade date basis. For the Plan year ended December 31, 1996, the
investment in and the changes in these investment funds were reported
to the Plan by Barclays as determined through the use of current market
values for all assets of the funds.
C. Administrative Expenses
-----------------------
Costs of establishing and administering the Plan, such as legal fees,
consulting fees, and salaries and fringe benefits of Company personnel, have
been paid by the Company and, accordingly, are not included as
administrative expenses of the Plan. Expenses which are included in the
financial statements represent loan maintenance fees charged against the
accounts of participants with outstanding loan balances and account
maintenance fees charged to non-active participants.
11
<PAGE>
D. Amendment and Termination
-------------------------
Although it has not expressed any intent to do so, the Company reserves the
right to modify, suspend, or terminate the Plan, in whole or in part
(including the provisions relating to contributions), subject to the
provisions of ERISA. However, the Company has no power to modify, suspend,
amend, or terminate the Plan in a manner that will cause or permit any part
of the trust fund to be used for or diverted to purposes other than the
exclusive benefit of Participants or their beneficiaries, or for the payment
of expenses pursuant to the provisions of the Plan. Upon termination or
partial termination of the Plan, the amounts credited to the accounts of
members affected by such termination or partial termination shall be non-
forfeitable.
E. Federal Income Tax Status of the Plan
-------------------------------------
The Company has received favorable determinations from the Internal Revenue
Service that the Plan constitutes an employees' trust which is exempt from
taxation, and that the Company may deduct for income tax purposes the
amounts contributed by it to the trust fund.
It is the intention of the Company that the Plan remain qualified and exempt
under Sections 401(a) and 501(a) of the Code and meet the requirements of
Section 401(k) of the Code. The Company may authorize any modification or
amendment of the Plan which is deemed necessary or appropriate to maintain
the qualification and exemption of the Plan within the requirements of
Section 401(a) and 501(a) of the Code, or any other applicable provision of
the Code as now in effect or hereafter amended or adopted.
F. Plan Merger
-----------
In February 1997, Gerber Garment Technology, Inc. a subsidiary of Gerber
Scientific, Inc., acquired Cutting Edge, Inc. In conjunction with this
acquisition, the Cutting Edge, Inc. 401(k) Profit Sharing Plan was merged
into the Gerber Scientific, Inc. and Participating Subsidiaries 401(k)
Maximum Advantage Program and Trust.
G. Subsequent Events
-----------------
Effective January 1, 1998 the Company increased the matching contribution
maximum annual amount from $400 to $800, eliminated the eligibility period,
expanded the eligible pay definition and added four investment fund
alternatives.
In February 1998, Gerber Optical, Inc. a subsidiary of Gerber Scientific,
Inc., acquired Coburn Optical Industrial Inc. The Company intends to merge
the Coburn Optical Industrial Inc. Employee's Retirement Savings Plan into
the Gerber Scientific, Inc. and Participating Subsidiaries 401(k) Maximum
Advantage Program and Trust in 1998.
In March 1998, Gerber Scientific, Inc. sold the Gerber Systems subsidiary.
Employees of Gerber Systems were given the option of transferring their
account balance to their new employer's 401(k) plan.
12
<PAGE>
Schedule 1
----------
GERBER SCIENTIFIC, INC. AND PARTICIPATING SUBSIDIARIES
401 (k) MAXIMUM ADVANTAGE PROGRAM AND TRUST
Item 27a - Schedule of Assets Held for Investment Purposes as of December 31,
1997
<TABLE>
<CAPTION>
Description of investment,
including maturity date, rate of
Identity of issue, borrower, interest, collateral, par, or Current
lessor, or similar party maturity value Cost Value
- ------------------------------------------- -------------------------------- ------------- -------------
<S> <C> <C> <C>
* Barclays Global Investors:
Masterworks Funds:
Asset Allocation Fund Mutual Fund, 1,074,724 shares $ 13,018,006 $ 13,691,984
Standard & Poor's 500 Stock Fund Mutual Fund, 557,398 shares 9,458,404 11,365,349
Money Market Fund Mutual Fund, 8,527,811 shares 8,527,811 8,527,811
Growth Stock Fund Mutual Fund, 273,615 shares 4,172,194 3,997,516
U.S. Treasury Allocation Fund Mutual Fund, 104,919 shares 977,135 984,139
International Equity Fund Collective Investment Fund, 83,945 shares 1,194,298 1,192,020
Participant Loans Participant Loans, 7.0% - 11.9% 1,201,467 1,201,467
------------- -------------
$ 38,549,315 $ 40,960,286
============= =============
</TABLE>
* - Represents a party-in-interest.
13
<PAGE>
I
Schedule 1
----------
GERBER SCIENTIFIC, INC. AND PARTICIPATING SUBSIDIARIES
401 (k) MAXIMUM ADVANTAGE PROGRAM AND TRUST
Item 27a - Schedule of Assets Held for Investment Purposes as of December 31,
1996
<TABLE>
<CAPTION>
Description of investment,
including maturity date, rate of
Identity of issue, borrower, interest, collateral, par, or Current
lessor, or similar party maturity value Cost Value
- -------------------------------------- -------------------------------- ------------- -------------
<S> <C> <C> <C>
* Barclays Global Investors:
Masterworks Funds:
Asset Allocation Fund Mutual Fund, 914,816 shares $ 10,805,906 $ 10,904,606
Money Market Fund Mutual Fund, 8,661,751 shares 8,661,751 8,661,751
Standard & Poor's 500 Stock Fund Mutual Fund, 406,656 shares 5,630,166 6,469,890
Growth Stock Fund Mutual Fund, 238,885 shares 3,490,114 3,659,719
U.S. Treasury Allocation Fund Mutual Fund, 100,188 shares 946,879 932,749
International Equity Fund Collective Investment Fund, 74,228 shares 999,995 1,046,616
Participant Loans Participant Loans, 7.0% - 11.9% 1,254,608 1,254,608
------------- -------------
$ 31,789,419 $ 32,929,939
============= =============
</TABLE>
* - Represents a party-in-interest.
14
<PAGE>
Schedule 2
----------
GERBER SCIENTIFIC, INC. AND PARTICIPATING SUBSIDIARIES
401 (k) MAXIMUM ADVANTAGE PROGRAM AND TRUST
Item 27d - Schedule of Reportable Transactions for the Year Ended December 31,
1997
<TABLE>
<CAPTION>
(b) Description of asset
Value
(a) Identity of (include interest rate and Number --------------------------
------------------------ (c) Purchase (d) Selling (e) Lease
party involved maturity in case of a loan) Purchases Sales price price rental
- ---------------------- --------------------------- ------------------------ -------------------------- ---------
<S> <C> <C> <C> <C> <C> <C>
* Barclays Global Investors:
Money Market Fund Mutual Fund 106 116 $ 2,856,207 $ 2,989,776 $0
Standard & Poor's 500 Stock Fund Mutual Fund 157 70 4,031,532 1,203,433 0
Asset Allocation Fund Mutual Fund 133 90 3,332,358 1,295,568 0
Growth Stock Fund Mutual Fund 137 81 1,846,185 1,332,642 0
<CAPTION>
(h) Current value of asset
(a) Identity of (f) Expense (g) Cost of asset on transaction date (i) Net
------------------------ --------------------------
party involved incurred with transaction Purchases Sales Purchases Sales Gain (Loss)
- ---------------------- --------------------------- ------------------------ -------------------------- -----------
<S> <C> <C> <C> <C> <C> <C>
* Barclays Global Investors:
Money Market Fund $0 $ 2,856,207 $ 2,989,776 $ 2,856,207 $ 2,989,776 $ 0
Standard & Poor's 500 Stock Fund 0 4,031,532 848,994 4,031,532 1,203,433 354,439
Asset Allocation Fund 0 3,332,358 1,096,059 3,332,358 1,295,568 199,509
Growth Stock Fund 0 1,846,185 1,259,856 1,846,185 1,332,642 72,786
</TABLE>
15
<PAGE>
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
Gerber Scientific, Inc. and Participating
Subsidiaries 401(k) Maximum Advantage Program and
Trust As Amended and Restated Effective January 1,
1997
Date: July 14, 1999 /s/ GARY K. BENNETT
-------------------------------------------------
GARY K. BENNETT
Member of the Committee duly authorized to
administer the Plan
16
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
The Plan Administrator
Gerber Scientific, Inc. and Participating Subsidiaries
401(k) Maximum Advantage Program and Trust:
We consent to the incorporation by reference in the Registration Statement No.
333-42879 on Form S-8 of Gerber Scientific, Inc. and Participating Subsidiaries
401(k) Maximum Advantage Program and Trust of our report dated June 30, 1999,
relating to the statements of net assets available for plan benefits of Gerber
Scientific, Inc. and Participating Subsidiaries 401(k) Maximum Advantage Program
and Trust as of December 31, 1997 and 1996, and the related statements of
changes in net assets available for plan benefits with fund information for the
years then ended and all related schedules, which report appears in the December
31, 1997 annual report on Form 11-K of Gerber Scientific, Inc. and Participating
Subsidiaries 401(k) Maximum Advantage Program and Trust.
KPMG LLP
Hartford, Connecticut
July 14, 1999
17
