<PAGE>
This report contains
38 pages.
--------
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended October 26, 1996
Commission File Number 0-3947
HACH COMPANY
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 42-0704420
- --------------------------------------------------------------------------------
(State of other jurisdiction of (I.R.S.Employer Identification Number)
incorporation or organization)
5600 Lindbergh Drive, Loveland, CO 80537
- --------------------------------------------------------------------------------
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (970) 669-3050
---------------
N/A
- --------------------------------------------------------------------------------
(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 twelve months (or such shorter period that the
registrant was required to file such reports) and (2) has been subject to the
filing requirements for the past 90 days.
YES X NO
---------------------------------- ------------------------------------
At December 9, 1996 the registrant had 11,363,058 shares of its common stock
outstanding.
Index of Exhibits - See Page 10 .
--------------
-1-
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM I - SUMMARIZED FINANCIAL STATEMENTS
Companies for which report is filed: Hach Company and Subsidiaries
The accompanying Consolidated Balance Sheet as of October 26, 1996,
and the Consolidated Statements of Income and Retained Earnings for
the quarters and the six months ended October 26, 1996 and October 28,
1995 and the Consolidated Statements of Cash Flows for the six months
ended October 26, 1996 and October 28, 1995 are unaudited; however, in
the opinion of management all adjustments (consisting only of normal
recurring adjustments) considered necessary for a fair presentation of
the results of such periods have been made. The results of operations
for the quarters and six months ended October 26, 1996 and October 28,
1995 are not necessarily indicative of the results of operations to be
expected for the full year.
The financial data included herein pursuant to Rule 10-01 of
Regulation S-X has been subjected to a review by Coopers & Lybrand
LLP, the Registrant's independent accountants.
-2-
<PAGE>
HACH COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
(THOUSANDS OF DOLLARS EXCEPT SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
QUARTER ENDED SIX MONTHS ENDED
------------- ----------------
10/26/96 10/28/95 10/26/96 10/28/95
----------- ----------- ---------- -----------
<S> <C> <C> <C> <C>
Net sales $ 30,284 $ 28,717 $ 59,194 $ 55,905
Cost of sales 15,324 14,347 30,071 27,785
----------- ----------- ---------- -----------
Gross profit 14,960 14,370 29,123 28,120
Selling, general and administrative expense 8,244 8,351 16,253 16,519
Research and development expense 2,290 1,860 4,244 3,660
----------- ----------- ---------- -----------
Income from operations 4,426 4,159 8,626 7,941
Interest income 455 378 806 614
Interest expense (4) (1) (5) (3)
----------- ----------- ---------- -----------
Income before income taxes 4,877 4,536 9,427 8,552
Income tax expense 1,662 1,596 3,252 3,002
----------- ----------- ---------- -----------
Net income 3,215 2,940 6,175 5,550
Retained earnings, beginning of period 69,455 60,467 67,177 58,425
Cash dividends (682) (569) (1,364) (1,137)
----------- ----------- ---------- -----------
Retained earnings, end of period $ 71,988 $ 62,838 $ 71,988 $ 62,838
----------- ----------- ---------- -----------
----------- ----------- ---------- -----------
Net income per common share $ 0.28 $ 0.26 $ 0.54 $ 0.49
----------- ----------- ---------- -----------
----------- ----------- ---------- -----------
Dividends per common share $ 0.06 $ 0.05 $ 0.12 $ 0.10
----------- ----------- ---------- -----------
----------- ----------- ---------- -----------
Weighted average shares outstanding 11,363,058 11,367,754 11,359,657 11,368,085
----------- ----------- ---------- -----------
----------- ----------- ---------- -----------
</TABLE>
The accompanying notes are an integral part of the consolidated
financial statements.
- 3 -
<PAGE>
HACH COMPANY AND SUBSIDARIES
CONSOLIDATED BALANCE SHEETS
(THOUSANDS OF DOLLARS)
(UNAUDITED)
OCTOBER 26,1996 APRIL 30, 1996
--------------- ---------------
ASSETS
Current assets:
Cash and cash equivalents $ 7,945 $ 8,487
Marketable securities, held to maturity 16,812 12,804
Accounts receivable, less reserves
of $213 and $248, respectively 18,254 15,846
Inventories 12,955 12,769
Deferred taxes and other current assets 4,775 3,277
-------- --------
Total current assets 60,741 53,183
Property, plant and equipment at cost:
Buildings and improvements 23,466 23,557
Machinery and equipment 44,994 43,129
-------- --------
68,460 66,686
Less allowance for depreciation
and amortization 40,617 38,571
-------- --------
27,843 28,115
Land 994 997
-------- --------
Net property, plant and equipment 28,837 29,112
Marketable securities, held to maturity 8,175 9,316
Other assets 1,757 1,684
-------- --------
Total assets $ 99,510 $ 93,295
-------- --------
-------- --------
The accompanying notes are an integral part of the consolidated financial
statements.
Continued
-4-
<PAGE>
HACH COMPANY AND SUBSIDARIES
CONSOLIDATED BALANCE SHEETS
(THOUSANDS OF DOLLARS)
(UNAUDITED)
OCTOBER 26,1996 APRIL 30, 1996
--------------- ---------------
LIABILITIES
Current liabilities:
Accounts payable $ 4,666 $ 2,826
Accrued liabilities:
Compensation 621 731
Compensated absenses 3,740 3,500
Profit sharing 1,775 3,069
Other 1,903 1,188
-------- --------
Total current liabilities 12,705 11,314
Deferred income taxes 2,009 1,814
Long term liabilities 1,562 1,347
-------- --------
Total liablities 16,276 14,475
STOCKHOLDERS' EQUITY
Common stock, $1 par value; authorized
25,000,000 shares; issued 11,622,953 shares 11,623 11,623
Capital contributed in excess of par value 381 316
Retained earnings 71,988 67,177
Cumulative currency translation adjustment 1,289 1,636
-------- --------
85,281 80,752
Less: Shares held in treasury at cost:
(259,895 at October 26, 1996 and
258,881 at April 30, 1996) (2,047) (1,932)
-------- --------
Total Liabilities and Stockholders' Equity $ 99,510 $ 93,295
-------- --------
-------- --------
The accompanying notes are an integral part of the consolidated financial
statements.
-5-
<PAGE>
HACH COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(THOUSANDS OF DOLLARS)
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED SIX MONTHS ENDED
OCTOBER 26, 1996 OCTOBER 28, 1995
---------------- ----------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 6,175 $ 5,550
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation & amortization 3,002 2,963
Provision for deferred income taxes 195 53
Loss on disposal of property, plant & equipment 16 71
(Increase) decrease in accounts receivable (2,408) 280
(Increase) in inventories (186) (875)
(Increase) decrease in prepaid expenses & other assets (1,498) 1,081
Increase in accounts payable 1,840 609
Increase (decrease) in accrued liabilities (234) 329
-------- -------
Net cash provided by operating activities 6,902 10,061
Cash flows from investing activities:
Proceeds from sale of property, plant & equipment 7 254
Capital expenditures (2,812) (3,679)
Purchases of investments held-to-maturity (8,903) (11,440)
Proceeds from the maturity of short-term investments 6,037 2,931
(Increase) in long-term assets (73) (186)
-------- -------
Net cash used by investing activities (5,744) (12,120)
Cash flows from financing activities:
Dividends paid (1,364) (1,137)
Purchases of treasury stock (206) (388)
Exercise of stock options 156 33
-------- -------
Net cash used by financing activities (1,414) (1,492)
Effects of exchange rate changes (286) (292)
-------- -------
Net (decrease) in cash & cash equivalents (542) (3,843)
Cash & cash equivalents at the beginning of the period 8,487 13,050
-------- -------
Cash & cash equivalents at the end of the period $ 7,945 $ 9,207
-------- -------
-------- -------
</TABLE>
The accompanying notes are an integral part of the consolidated
financial statements.
-6-
<PAGE>
HACH COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. The consolidated balance sheet at October 26, 1996, and the consolidated
statements of income and retained earnings, cash flows, and stockholders' equity
for the interim periods ended October 26, 1996 and October 28, 1995, have been
prepared by the Company, without audit. In the opinion of management, all
adjustments, consisting only of normal recurring adjustments, necessary to
present fairly the consolidated financial position, results of operations and
cash flows have been made. The results of operations for the interim periods
are not necessarily indicative of the operating results for a full year or of
future operations.
Certain amounts in the financial statements for April 30, 1996 have been
reclassified to conform with the current periods presentation.
2. INVENTORIES
The components of inventories are:
(Thousands of Dollars)
October 26, 1996 April 30, 1996
---------------- --------------
Raw materials and purchased parts $ 2,845 $ 2,977
Work-in-process 1,798 2,030
Finished goods 8,312 7,762
------- -------
$12,955 $12,769
------- -------
------- -------
3. INCOME TAXES
For both periods presented, the provision for income taxes is based upon an
expected annual effective income tax rate. The rates utilized for the quarter
ended October 26, 1996 and October 28, 1995 were 34.1% and 35.2% respectively
and for the six months ended October 26, 1996 and October 28, 1995 were 34.5%
and 35.1% respectively.
4. NET INCOME PER COMMON SHARE
Net income per common share is based on the weighted average number of
common shares outstanding during the period. Common stock equivalents do not
have a materially dilutive effect on net income per common share.
5. CAPITAL STOCK
At the annual stockholders meeting on August 27, 1996, the stockholders
approved a reduction in the number of authorized shares form 40,000,000 to
25,000,000.
6. RECENTLY ISSUED FINANCIAL ACCOUNTING STANDARDS
The Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 123 "Accounting for Stock-Based Compensation" in
October of 1995. This statement, which is required to be adopted in fiscal year
1997, introduces a fair-value based method of accounting for stock-based
compensation. The Company has decided to adopt the disclosure method for FAS
No. 123, however the Company has not yet determined the impact it may have on
the Company's financial statements or on the financial statement disclosures.
-7-
<PAGE>
ANALYSIS OF FINANCIAL CONDITION:
There was no material change in the liquidity of the Company during the quarter
ended October 26, 1996. Cash and short-term investments increased $1,377,000
during the quarter and increased $3,466,000 during the six month period to
$24,757,000.
The Company monitors cash flow and capital expenditures in great detail as part
of its total budgeting process. Capital needs in the near future will be for
production equipment and computer and peripheral equipment to support
production, research and development, and administration.
The Company's Board of Directors authorized the Company to repurchase up to
$2,000,000 in value of the Company's common stock.
The Company intends to finance its capital projects, dividend payments, and
stock buy back through existing cash and cash equivalents, short-term
investments and projected cash flow from operations.
RESULTS OF OPERATIONS: Quarter ended October 26, 1996 compared to quarter ended
October 28, 1995.
Net sales increased 5.5% to $30,284,000 from $28,717,000. The Company's
domestic net sales increased 4.2% while its international net sales increased
7.8%. Both the domestic and international net sales increases were due
primarily to unit volume increases in most of the Company's major product lines.
Cost of sales increased 6.8% to $15,324,000 from $14,347,000. This item,
composed of material, labor and product overhead, increased primarily because of
unit volume increases. The gross profit percent decreased to 49.4% from 50% due
to the mix of products sold.
Selling, general and administrative expense decreased 1.3% to $8,244,000 from
$8,351,000. The decrease was primarily due to lower payroll and related expenses
due to a reduction in the number of employees.
Research and development expense increased 23% to $2,290,000 from $1,860,000.
The increase was due to an increased emphasis on research and development
efforts. This increased research and development spending will result in a
number of new products being introduced during the next six months.
Interest income increased to $455,000 from $378,000. The increase was due to
higher average investment balances and higher interest rates in the current
quarter.
-8-
<PAGE>
RESULTS OF OPERATIONS: Six months ended October 26, 1996 compared to six months
ended October 28, 1995.
Net sales increased 5.9% to $59,194,000 from $55,905,000. The Company's
domestic net sales increased 3.3% while its international net sales increased
10.8%. The international net sales increase was due primarily to unit volume
increases in most of the Company's major product lines.
Cost of sales increased 8.2% to $30,071,000 from $27,785,000. This item,
composed of material, labor and product overhead, increased primarily because of
unit volume increases. The gross profit percent decreased to 49.2% from 50.3%
due to the mix of products sold.
Selling, general and administrative expense decreased 1.6% to $16,253,000 from
$16,519,000. The decrease was primarily due to lower payroll and related
expenses due to a reduction in the number of employees.
Research and development expense increased 16% to $4,244,000 from $3,660,000.
The increase was due to and increased emphasis on research and development
efforts. This increased research and development spending will result in a
number of new products being introduced during the next six months.
Interest income increased to $806,000 from $614,000. The increase was due to
higher average investment balances and higher interest rates in the current
period.
-9-
<PAGE>
INDEX OF EXHIBITS
Page
----
Report of Independent Accountants 12
Awareness Letter of Independent Accountants 13
Restated Certificate of Incorporation 14
Revised By-Laws 22
-10-
<PAGE>
PART II - OTHER INFORMATION
Item 2: Changes in Securities
A certificate of Amendment was filed on September 12, 1996 in the
Office of the Secretary of State of Delaware, setting out the
amendment to Article Four of the Company's Certificate of
Incorporation which reduced the number of shares of capital stock
($1.00 par value) which the company may issue to 25,000,000 shares.
Prior to the amendment, the Company was authorized to issue a maximum
of 40,000,000 shares of its $1.00 par value common stock. See Item 4,
Part II of the 10Q report for the quarter ended July 27, 1996.
Item 6: Exhibits and Reports on Form 8-K
(a) Exhibits
Report of Independent Accountants
Awareness Letter of Independent Accountants
Restated Certificate of Incorporation
Revised By-Laws
(b) Reports on Form 8-K
During the quarter ended October 26, 1996 the Registrant filed no
report on Form 8-K.
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 thereunder duly authorized.
HACH COMPANY
Registrant
DATED: December 9, 1996 BY: Bruce J. Hach /s/
------------------------ -----------------------------------------
Bruce J. Hach
President and Chief Operating Officer
DATED: December 9, 1996 BY: Gary R. Dreher /s/
------------------------ -----------------------------------------
Gary R. Dreher
Vice President and Chief Financial
Officer
-11-
<PAGE>
[Letterhead]
REPORT OF INDEPENDENT ACCOUNTANTS
To the Stockholders and
Board of Directors of
Hach Company:
We have reviewed the accompanying consolidated balance sheet of Hach Company and
Subsidiaries as of October 26, 1996, the related consolidated statements of
income and retained earnings for the three and six month periods ended October
26, 1996 and October 28, 1995, and the related consolidated statements of cash
flow for the six month periods ended October 26, 1996 and October 28, 1995.
These financial statements are the responsibility of the Company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of the interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted 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 financial statements for them to be in conformity
with generally accepted accounting principles.
COOPERS & LYBRAND L.L.P.
Denver, Colorado
November 14, 1996
-12-
<PAGE>
RESTATED CERTIFICATE OF INCORPORATION
OF
HACH COMPANY
Hach Company, a corporation organized and existing under the laws of the
State of Delaware, hereby certifies as follows:
1. The name of the corporation is Hach Company and the name under which
the corporation was originally incorporated is Hach Chemical Company. The date
of filing of its original Certificate of Incorporation with the Secretary of
State was the third day of April, A.D. 1968.
2. This Restated Certificate of Incorporation only restates and
integrates and does not further amend the provisions of the Certificate of
Incorporation of this corporation as heretofore amended or supplemented and
there is no discrepancy between those provisions and the provisions of this
Restated Certificate of Incorporation.
3. The text of the Certificate of Incorporation as amended or
supplemented heretofore is hereby restated without further amendments or changes
to read as herein set forth in full:
FIRST. The name of the Corporation is Hach Company.
SECOND. The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, in the
County of New Castle, in the State of Delaware. The name of its registered
agent at such address is The Corporation Trust Company.
THIRD. The purpose of the Corporation is to engage in any lawful act or
activity, without limitation, for which corporations may be organized under the
General Corporation Law of Delaware, and the Corporation shall have power to
make and carry out any contract and to do any act and exercise any power which a
co-partnership or natural person could lawfully do and exercise.
FOURTH. The total number of shares of capital stock which the Corporation
shall have authority to issue is Twenty Five Million (25,000,000), all of which
shall be common stock of the par value of One Dollar ($1.00) per share.
-14-
<PAGE>
No stockholder of this Corporation shall by reason of his holding
shares of any class have any preemptive or preferential right (other than such
rights, if any, as the Board of Directors, in its discretion may fix) to
purchase or subscribe to any shares of any class of the Corporation, now or
hereafter to be authorized, or any notes, debentures, bonds, or other securities
convertible into or carrying warrants or options to purchase shares of any
class, now or hereafter to be authorized, whether or not the issuance of any
such notes, debentures, bonds, or other securities would adversely affect the
dividend or voting rights of such stockholder; and the Board of Directors may
issue shares of any class of this Corporation, or any notes, debentures, bonds,
or other securities convertible into or carrying options or warrants to purchase
shares of any class, without offering any such shares of any class, either in
whole or in part, to the existing stockholders of any class.
FIFTH. The name and mailing address of the incorporation is Robert O.
Case, 104 South Michigan Avenue, Chicago, Illinois 60603.
SIXTH. For the management of the business and for the conduct of the
affairs of the Corporation and in further definition, limitation and regulation
of the powers of the Corporation, and the directors and the stockholders of the
Corporation, it is further provided as follows:
1. The number of directors of the Corporation shall be fixed by, or
in the manner provided in, the By-Laws of the Corporation, but in no case shall
the number of directors be less than three. Directors need not be stockholders.
Vacancies in the Board of Directors resulting from any increase in the
authorized number of directors or from the death, resignation, disqualification
of any director or from any other cause may be filled by a majority of directors
then in office, though less than a quorum.
2. A director shall be fully protected in relying in good faith upon
the books of account of the Corporation or statements prepared by any of its
officials as to the value and amount of the assets, liabilities and/or net
profits of the Corporation, or any other facts pertinent to the existence and
amount of surplus or other funds from which dividends might properly be declared
and paid.
3. The Corporation shall, to the full extent permitted by Section
145 of the Delaware General Corporation Law, as amended from time to time,
indemnify all persons whom it may indemnify pursuant thereto.
4. The Corporation shall be entitled to treat the person in whose
name any share, right, option, warrant, security or other obligation is
registered as the owner thereof, for all purposes, and shall not be bound to
recognize any equitable or other claim to or interest in such share, right,
option, warrant, security or other obligation on the part of any other person,
whether or not the Corporation shall have notice thereof, save as may be
expressly provided by the laws of the State of Delaware.
-15-
<PAGE>
5. In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized:
(a) To make, amend, alter, change, add to or repeal the By-Laws
of the Corporation in any manner not inconsistent with the laws of the
State of Delaware, subject to the power of the stockholders to amend,
alter, change, add to or repeal the By-Laws made by the Board of Directors.
(b) To fix, determine and vary from time to time the amount to
be maintained as surplus and the amount or amounts to be set apart as
working capital.
(c) To set apart out of any of the funds of the Corporation
legally available for dividends a reserve or reserves for any proper
purposes and/or to abolish any such reserve or reserves in the manner in
which created.
(d) To authorize and cause to be executed mortgages and liens,
with or without limit as to amount, upon the real or personal property of
the Corporation.
(e) From time to time to determine whether and to what extent,
at what time and place, and under what conditions and regulations the
accounts and books of the Corporation, or any of them, shall be open to the
inspection of any stockholder; and no stockholder shall have any right to
inspect any account or book or document of the Corporation except as
conferred by statute or the By-Laws of the Corporation or as authorized by
resolution of the stockholders or Board of Directors.
(f) To authorize the payment of compensation to the directors
for services to the Corporation including fees and expenses for attendance
at meetings of the Board of Directors, the Executive Committee and other
committees and/or salaries for serving as such directors or committee
members, and to determine the amount of such compensation.
(g) From time to time to formulate, establish, promote and carry
out, and to amend, alter, change, revise, recall, repeal or abolish, a plan
or plans for the participation by all or any of the employees, including
directors and officers, of the Corporation, or of any corporation, company,
association, trust or organization in which or in the welfare of which the
Corporation has any interest, and those actively engaged in the conduct of
the Corporation's business, in the profits, gains or business of the
Corporation or of any branch or division thereof, as part of the
Corporation's legitimate expenses and for the furnishing to such employees,
directors, officers or persons, or any of them, at the Corporation's
expense, of medical services, insurance against accident, sickness or
death, pensions during old age, disability or unemployment, education,
housing, social services, recreation or other similar aids for their relief
or general welfare, in such manner and upon such terms and conditions as
the Board of Directors shall determine.
-16-
<PAGE>
(h) From time to time to formulate, establish and carry out, and
to amend, alter, change, revise, recall, repeal or abolish, a plan or plans
providing for the purchase of shares of stock of the Corporation by, or for
the granting of options or other rights to purchase shares of stock of the
Corporation to, all or any of the officers and other employees of the
Corporation, upon such terms and conditions and for such consideration as
the Board of Directors may determine in good faith to be fair and
reasonable.
(i) By resolution passed by a majority of the whole board, to
designate one or more committees, each committee to consist of two or more
directors of the Corporation, which, to the extent provided in the
resolution or in the By-Laws of the Corporation, shall have and may
exercise the powers of the Board of Directors in the management of the
business and affairs of the Corporation, and may authorize the seal of the
Corporation to be affixed to all papers which may require it. Such
committee or committees shall have such name or names as may be stated in
the By-Laws of the Corporation or as may be determined from time to time by
resolution adopted by the Board of Directors.
(j) When and as authorized by the affirmative vote of the
holders of a majority of the stock issued and outstanding having voting
power given at a stockholders' meeting duly called for that purpose, or
when authorized by the written consent of the holders of a majority of the
voting stock issued and outstanding, to sell, lease or exchange all of the
property and assets of the Corporation, including its good will and its
corporate franchises, upon such terms and conditions and for such
consideration, which may be in whole or in part shares of stock in, and/or
other securities of, any other corporation or corporations, as its Board of
Directors shall deem expedient and for the best interests of the
Corporation.
(k) Without the assent or vote of the stockholders, to authorize
and issue obligations of the Corporation, secured or unsecured, to include
therein such provisions as to redeemability, convertibility or otherwise,
as the Board of Directors, in its sole discretion, may determine, and to
authorize the mortgaging or pledging, as security therefor, of any property
of the Corporation, real or personal, including after-acquired property.
(l) In addition to the powers and authorities herein before or
by statute expressly conferred upon it, to exercise all such powers and do
all such acts and things as may be exercised or done by the Corporation,
subject, nevertheless, to the provisions of the laws of the State of
Delaware, or of the Certificate of Incorporation and of the By-Laws of the
Corporation.
-17-
<PAGE>
6. At any time and from time to time when authorized by resolution
of the Board of Directors and without any action by its stockholders, the
Corporation may issue or sell any shares of its capital stock of any class or
series, whether out of the unissued shares thereof authorized by the Certificate
of Incorporation of the Corporation as originally filed or by any amendment
thereof or out of shares of its capital stock acquired by it after the issue
thereof, and whether or not the shares thereof so issued or sold shall confer
upon the holders thereof the right to exchange or convert such shares for or
into other shares of capital stock of the Corporation of any class or classes or
any series thereof. When similarly authorized, but without any action by its
stockholders, the Corporation may issue or grant rights, warrants or options, in
bearer or registered or such other form as the Board of Directors may determine,
for the purchase of shares of the capital stock of any class or series of the
Corporation within such period of time, or without limit as to time, to such
aggregate number of shares, and at such price per share, as the Board of
Directors may determine. Such rights, warrants or options may be issued or
granted separately or in connection with the issue of any bonds, debentures,
notes, obligations or other evidences of indebtedness or shares of the capital
stock of any class or series of the Corporation and for such consideration and
on such terms and conditions as the Board of Directors in its sole discretion
may determine. In each case the consideration to be received by the Corporation
for any such shares so issued or sold shall be such as shall be fixed from time
to time by resolution of the Board of Directors. Each share of the capital
stock of the Corporation issued or sold pursuant to the foregoing provisions of
this Paragraph 6 and the full consideration for which in each case as so fixed
by the Board of Directors shall have been paid or delivered to the Corporation,
shall be conclusively deemed to be full paid stock and shall not be liable to
any further call or assessments thereon, and the holders thereof shall not be
liable for any further payments in respect thereof. The Corporation may receive
in payment, in whole or in part, for any shares of its capital stock issued or
sold by it, cash, labor done, personal property or real property or leases
thereof, and in the absence of actual fraud in the transaction, the judgment of
the Board of Directors as to the value of the labor, personal property or real
property or leases thereof so received shall be conclusive.
7. Subject to any limitation in the By-Laws of the Corporation, the
members of the Board of Directors of the Corporation shall be entitled to
reasonable fees, salaries, or other compensation for their services and to
reimbursement for their expenses as such members. Nothing contained herein
shall preclude any director from serving the Corporation, or any subsidiary or
affiliated corporation, in any other capacity and receiving proper compensation
thereto.
SEVENTH: The stockholders and the Board of Directors shall have the power,
if the By-Laws so provide, to hold their respective meetings outside of the
State of Delaware, and except as otherwise required by law, the corporate
records, books, documents and papers of the Corporation may be kept outside of
the State of Delaware.
-18-
<PAGE>
EIGHTH: The Corporation reserves the right, except with respect to Article
Ninth hereof (for which separate and specific amendatory provisions are set
forth in Article Ninth) to amend, alter, change or repeal any provision
contained in this Certificate of Incorporation, in the manner now or hereafter
prescribed by statute, and all rights conferred upon stockholders herein are
granted subject to this reservation.
NINTH: (1) Except as set forth in this Article Ninth, the affirmative vote
of or consent of the holders of 80% of all outstanding shares of capital stock
of the Corporation entitled to vote on all matters that may come before a
meeting of stockholders, voting together without regard to class, shall be
required:
(a) for the adoption of any agreement for the merger or
consolidation of the Corporation or any subsidiary of the Corporation with
or into any other corporation,
(b) to authorize any sale, lease, exchange or other disposition
by the Corporation or any subsidiary of the Corporation, whether or not in
partial or complete liquidation, of all or any substantial part of the
assets of the Corporation or any subsidiary of the Corporation to any other
corporation, person or other entity, or
(c) any issuance or transfer by the Corporation or any
subsidiary of the Corporation of (i) voting securities of the Corporation
in excess of 10% of the voting securities then outstanding or (ii) any
securities of any subsidiary of the Corporation to any other corporation,
person or other entity in exchange for securities, cash or other property,
if, in any of the above cases, as of the record date for the determination of
stockholders entitled to notice thereof and to vote thereon or consent thereto
such other corporation, person or entity is the beneficial owner, directly or
indirectly, of more than 5% of the outstanding shares of capital stock of the
Corporation entitled to vote on all matters that may come before such meeting of
stockholders.
(2) For the purposes of this Article Ninth, (a) any corporation,
person or other entity shall be deemed to be the beneficial owner of any shares
of capital stock of the Corporation (i) which it has the right to acquire
pursuant to any agreement or upon exercise of any conversion rights, warrants or
options or otherwise, or (ii) which are beneficially owned directly or
indirectly (including shares deemed owned through application of clause (i)
above), by any other corporation, person or entity with which it or its
"affiliate" or "associate" (as defined below) has any agreement, arrangement or
undertaking for the purpose of acquiring, holding, voting or disposing of stock
of the Corporation or which is its "affiliate" or "associate" as those terms are
defined in Rule 12b-2 of the General Rules and Regulations under the Securities
Exchange Act of 1934 as in effect on June 1, 1977, and (b) the outstanding
shares of any class of capital stock of
-19-
<PAGE>
the Corporation shall include shares deemed owned through application of clauses
(i) and (ii) above but shall not include any other shares which may be issuable
pursuant to any agreement, or upon exercise of conversion rights, warrants or
options or otherwise.
(3) The Board of Directors shall have the power and duty to determine
for the purposes of this Article Ninth, on the basis of information known to the
Corporation, whether (a) such other corporation, person or other entity
beneficially owns more than 5% of the outstanding shares of capital stock of the
Corporation entitled to vote on all matters that may come before each meeting of
stockholders, (b) a corporation, person or entity is an "affiliate" or
"associate" (as defined above) of another corporation, person or entity, (c) the
voting securities of the Corporation being issued in exchange or payment for any
assets of any other corporation, person or entity, exceed 10% of the voting
securities of the Corporation, and (d) the memorandum of understanding referred
to below is substantially consistent with the transaction covered thereby. Any
such determination shall be conclusive and binding for all purposes of this
Article Ninth.
(4) The provisions of this Article Ninth shall not be applicable to
any transaction referred to in subparagraphs (a), (b) and (c) of paragraph (1)
of this Article Ninth, if (i) the Board of Directors of the Corporation shall by
resolution have approved a memorandum of understanding with the other
corporation, person or entity with respect to and substantially consistent with
such transaction prior to the time that such other corporation, person or entity
shall have become a holder of more than 5% of the outstanding shares of capital
stock of the Corporation entitled to vote on all matters that may come before
any meeting of stockholders, or (ii) the Corporation, or a subsidiary of the
Corporation, is, at the time such transaction is consummated, the beneficial
owner of (a) a majority, by vote, of the outstanding shares of all classes of
capital stock entitled to vote generally in elections of directors of the other
corporation, or (b) a majority by vote of the voting interest in the other
entity with which such transaction is to be consummated.
(5) No amendment to this Certificate of Incorporation of the
Corporation shall amend, alter, change or repeal any of the provisions of this
Article Ninth, unless the amendment effecting such amendment, alteration, change
or repeal shall receive the affirmative vote or consent of the holders of 80% of
all outstanding shares of capital stock of the Corporation entitled to vote on
all matters that may come before each meeting of stockholders, voting together
without regard to class.
TENTH: Directors of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of a director's duty
of loyalty to the Corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under section 174 of the General Corporation Law of Delaware, or
(iv) for any transaction from which the director derived improper personal
benefit.
-20-
<PAGE>
4. This Restated Certificate of Incorporation was duly adopted by the
Board of Directors in accordance with Section 245 of the General Corporation Law
of the State of Delaware.
5. This Restated Certificate of Incorporation shall be effective on the
date of filing.
IN WITNESS WHEREOF, said Hach Company has caused this Certificate to be
signed by Robert O. Case, its Secretary, this third day of December, 1996.
HACH COMPANY
By: /s/ Robert O. Case
---------------
Secretary
STATE OF ILLINOIS )
) SS
COUNTY OF COOK )
BE IT REMEMBERED that on this third day of December, 1996, personally came
before me, a Notary Public for the State of Illinois, the party to the foregoing
Certificate of Incorporation, known to me personally to be such, and
acknowledged that said Certificate to be the act and deed of the signer and that
the facts stated therein are true.
Given under my hand and seal of office the day and year aforesaid.
/s/ Diane F. Mosher
--------------------
Notary Public
My commission expires:
February 23, 1997
- -----------------
-21-
<PAGE>
BY-LAWS
of
HACH COMPANY
Incorporated under the Laws of the State of Delaware
ARTICLE I
OFFICES AND RECORDS
SECTION 1.1. DELAWARE OFFICE. The principal office of the Corporation in
the State of Delaware shall be located in the City of Wilmington, County of New
Castle, and the name and address of its registered agent is The Corporation
Trust Company, 1209 Orange Street, Wilmington, Delaware.
SECTION 1.2. OTHER OFFICES. The Corporation may have such other offices,
either within or without the State of Delaware, as the Board of Directors may
designate or as the business of the Corporation may from time to time require.
SECTION 1.3. BOOKS AND RECORDS. The books and records of the Corporation
may be kept outside the State of Delaware at such place or places as may from
time to time be designated by the Board of Directors.
ARTICLE II
STOCKHOLDERS
SECTION 2.1. ANNUAL MEETING. The annual meeting of the stockholders of
the Corporation shall be held at such time and at such place within or without
the State of Delaware as may be fixed by resolution of the Board of Directors.
SECTION 2.2. SPECIAL MEETING. Subject to the rights of the holders of
any series of stock having a preference over the Common Stock of the Corporation
as to dividends or upon liquidation ("Preferred Stock") with respect to such
series of Preferred Stock, special meetings of the stockholders may be called
only by the Chairman of the Board or by the Board of Directors pursuant to a
resolution adopted by a majority of the total number of directors which the
Corporation would have if there were no vacancies (the "Whole Board").
SECTION 2.3. PLACE OF MEETING. The Board of Directors or the Chairman of
the Board, as the case may be, may designate the place of meeting for any annual
meeting or for any special meeting of the stockholders called by the Board of
Directors or the Chairman of the Board. If no designation is so made, the place
of meeting shall be the principal office of the Corporation.
-22-
<PAGE>
SECTION 2.4. NOTICE OF MEETING. Written or printed notice, stating the
place, day and hour of the meeting and the purpose or purposes for which the
meeting is called, shall be delivered by the Corporation not less than ten (10)
days nor more than sixty (60) days before the date of the meeting, either
personally or by mail, to each stockholder of record entitled to vote at such
meeting. If mailed, such notice shall be deemed to be delivered when deposited
in the United States mail with postage thereon prepaid, addressed to the
stockholder at his address as it appears on the stock transfer books of the
Corporation. Such further notice shall be given as may be required by law. Only
such business shall be conducted at a special meeting of stockholders as shall
have been brought before the meeting pursuant to the Corporation's notice of
meeting. Meetings may be held without notice if all stockholders entitled to
vote are present, or if notice is waived by those not present in accordance with
Section 6.4 of these By-Laws. Any previously scheduled meeting of the
stockholders may be postponed, and (unless the certificate of Incorporation
otherwise provides) any special meeting of the stockholders may be canceled, by
resolution of the Board of Directors upon public notice given prior to the date
previously scheduled for such meeting of stockholders.
SECTION 2.5. QUORUM AND ADJOURNMENT. Except as otherwise provided by law
or by the Certificate of Incorporation, the holders of a majority of the
outstanding shares of the Corporation entitled to vote generally in the election
of directors (the "Voting Stock"), represented in person or by proxy, shall
constitute a quorum at a meeting of stockholders, except that when specified
business is to be voted on by a class or series of stock voting as a class, the
holders of a majority of the shares of such class or series shall constitute a
quorum of such class or series for the transaction of such business. The
Chairman of the meeting or a majority of the shares so represented may adjourn
the meeting from time to time, whether or not there is such a quorum. No notice
of the time and place of adjourned meetings need be given except as required by
law. The stockholders present at a duly called meeting at which a quorum is
present may continue to transact business until adjournment, notwithstanding the
withdrawal of enough stockholders to leave less than a quorum.
SECTION 2.6. PROXIES. At all meetings of stockholders, a stockholder may
vote by proxy executed in writing (or in such manner prescribed by the General
Corporation Law of the State of Delaware) by the stockholder, or by his duly
authorized attorney in fact.
SECTION 2.7. NOTICE OF STOCKHOLDER BUSINESS AND NOMINATIONS.
(A) ANNUAL MEETINGS OF STOCKHOLDERS. (1) Nominations of persons for
election to the Board of Directors of the Corporation and the proposal of
business to be considered by the stockholders may be made at an annual meeting
of stockholders (a) pursuant to the Corporation's notice of meeting, (b) by or
at the direction of the Board of Directors or (c) by any stockholder of the
Corporation who was a stockholder of record at the time of giving of notice
provided for in this By-Law, who is entitled to vote at the meeting and who
complies with the notice procedures set forth in this By-Law.
-23-
<PAGE>
(2) For nominations or other business to be properly brought
before an annual meeting by a stockholder pursuant to clause (c) of paragraph
(A)(1) of this By-Law, the stockholder must have given timely notice thereof in
writing to the Secretary of the Corporation and such other business must
otherwise be a proper matter for stockholder action. To be timely, a
stockholder's notice shall be delivered to the Secretary at the principal
executive offices of the Corporation not later than the close of business on the
60th day nor earlier than the close of business on the 90th day prior to the
first anniversary of the preceding year's annual meeting; provided, however,
that in the event that the date of the annual meeting is more than 30 days
before or more than 60 days after such anniversary date, notice by the
stockholder to be timely must be so delivered not earlier than the close of
business on the 90th day prior to such annual meeting and not later than the
close of business on the later of the 60th day prior to such annual meeting or
the 10th day following the day on which public announcement of the date of such
meeting is first made by the Corporation. In no event shall the public
announcement of an adjournment of an annual meeting commence a new time period
for the giving of a stockholder's notice as described above. Such stockholder's
notice shall set forth (a) as to each person whom the stockholder proposes to
nominate for election or re-election as a director all information relating to
such person that is required to be disclosed in solicitations of proxies for
election of directors in an election contest, or is otherwise required, in each
case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as
amended (the "Exchange Act") and Rule 14a-l l thereunder (including such
person's written consent to being named in the proxy statement as a nominee and
to serving as a director if elected); (b) as to any other business that the
stockholder proposes to bring before the meeting, a brief description of the
business desired to be brought before the meeting, the reasons for conducting
such business at the meeting and any material interest in such business of such
stockholder and the beneficial owner, if any, on whose behalf the proposal is
made; and (c) as to the stockholder giving the notice and the beneficial owner,
if any, on whose behalf the nomination or proposal is made (i) the name and
address of such stockholder, as they appear on the Corporation's books, and of
such beneficial owner and (ii) the class and number of shares of the Corporation
which are owned beneficially and of record by such stockholder and such
beneficial owner.
(3) Notwithstanding anything in the second sentence of paragraph
(A)(2) of this By-Law to the contrary, in the event that the number of directors
to be elected to the Board of Directors of the Corporation is increased and
there is no public announcement by the Corporation naming all of the nominees
for director or specifying the size of the increased Board of Directors at least
70 days prior to the first anniversary of the preceding year's annual meeting, a
stockholder's notice required by this By-Law shall also be considered timely,
but only with respect to nominees for any new positions created by such
increase, if it shall be delivered to the Secretary at the principal executive
offices of the Corporation not later than the close of business on the 10th day
following the day on which such public announcement is first made by the
Corporation.
-24-
<PAGE>
(B) SPECIAL MEETINGS OF STOCKHOLDERS. Only such business shall be
conducted at a special meeting of stockholders as shall have been brought before
the meeting pursuant to the Corporation's notice of meeting. Nominations of
persons for election to the Board of Directors may be made at a special meeting
of stockholders at which directors are to be elected pursuant to the
Corporation's notice of meeting (a) by or at the direction of the Board of
Directors or (b) provided that the Board of Directors has determined that
directors shall be elected at such meeting, by any stockholder of the
Corporation who is a stockholder of record at the time of giving of notice
provided for in this By-Law, who shall be entitled to vote at the meeting and
who complies with the notice procedures set forth in this By-Law. In the event
the Corporation calls a special meeting of stockholders for the purpose of
electing one or more directors to the Board of Directors, any such stockholder
may nominate a person or persons (as the case may be), for election to such
position(s) as specified in the Corporation's notice of meeting, if the
stockholder's notice required by paragraph (A)(2) of this By-Law shall be
delivered to the Secretary at the principal executive offices of the Corporation
not earlier than the close of business on the 90th day prior to such special
meeting and not later than the close of business on the later of the 60th day
prior to such special meeting or the 10th day following the day on which public
announcement is first made of the date of the special meeting and of the
nominees proposed by the Board of Directors to be elected at such meeting. In no
event shall the public announcement of an adjournment of a special meeting
commence a new time period for the giving of a stockholder's notice as described
above.
(C) GENERAL. (1) Only such persons who are nominated in accordance
with the procedures set forth in this By-Law shall be eligible to serve as
directors and only such business shall be conducted at a meeting of stockholders
as shall have been brought before the meeting in accordance with the procedures
set forth in this By-Law. Except as otherwise provided by law, the Certificate
of Incorporation or these By-Laws, the Chairman of the meeting shall have the
power and duty to determine whether a nomination or any business proposed to be
brought before the meeting was made or proposed, as the case may be, in
accordance with the procedures set forth in this By-Law and, if any proposed
nomination or business is not in compliance with this By-Law, to declare that
such defective proposal or nomination shall be disregarded.
(2) For purposes of this By-Law, "public announcement" shall
mean disclosure in a press release reported by the Dow Jones News Service,
Associated Press or comparable national news service or in a document publicly
filed by the Corporation with the Securities and Exchange Commission pursuant to
Section 13, 14 or 15(d) of the Exchange Act.
(3) Notwithstanding the foregoing provisions of this By-Law, a
stockholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to the matters set
forth in this By-Law. Nothing in this By-Law shall be deemed to affect any
rights (i) of stockholders to request inclusion of proposals in the
Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act or
(ii) of the holders of any series of Preferred Stock to elect directors under
specified circumstances.
-25-
<PAGE>
SECTION 2.8. PROCEDURE FOR ELECTION OF DIRECTORS; REQUIRED VOTE.
Election of directors at all meetings of the stockholders at which directors are
to be elected shall be by ballot, and, subject to the rights of the holders of
any series of Preferred Stock to elect directors under specified circumstances,
a plurality of the votes cast thereat shall elect directors. Except as otherwise
provided by law, the Certificate of Incorporation, or these By-Laws, in all
matters other than the election of directors, the affirmative vote of a majority
of the shares present in person or represented by proxy at the meeting and
entitled to vote on the matter shall be the act of the stockholders.
SECTION 2.9. INSPECTORS OF ELECTIONS; OPENING AND CLOSING THE POLLS. The
Board of Directors by resolution shall appoint one or more inspectors, which
inspector or inspectors may include individuals who serve the Corporation in
other capacities, including, without limitation, as officers, employees, agents
or representatives, to act at the meetings of stockholders and make a written
report thereof. One or more persons may be designated as alternate inspectors to
replace any inspector who fails to act. If no inspector or alternate has been
appointed to act or is able to act at a meeting of stockholders, the Chairman of
the meeting shall appoint one or more inspectors to act at the meeting. Each
inspector, before discharging his or her duties, shall take and sign an oath
faithfully to execute the duties of inspector with strict impartiality and
according to the best of his or her ability. The inspectors shall have the
duties prescribed by law.
The Chairman of the meeting shall fix and announce at the meeting the
date and time of the opening and the closing of the polls for each matter upon
which the stockholders will vote at a meeting.
SECTION 2.10. RECORD DATE FOR ACTION BY WRITTEN CONSENT. In order that
the Corporation may determine the stockholders entitled to consent to corporate
action in writing without a meeting, the Board of Directors may fix a record
date, which record date shall not precede the date upon which the resolution
fixing the record date is adopted by the Board of Directors, and which date
shall not be more than 10 days after the date upon which the resolution fixing
the record date is adopted by the Board of Directors. Any stockholder of record
seeking to have the stockholders authorize or take corporate action by written
consent shall, by written notice to the Secretary, request the Board of
Directors to fix a record date. The Board of Directors shall promptly, but in
all events within 10 days after the date on which such a request is received,
adopt a resolution fixing the record date. If no record date has been fixed by
the Board of Directors within 10 days of the date on which such a request is
received, the record date for determining stockholders entitled to consent to
corporate action in writing without a meeting, when no prior action by the Board
of Directors is required by applicable law, shall be the first date
on which a signed written consent setting forth the action taken or proposed to
be taken is delivered to the Corporation by delivery to its registered office in
Delaware, its principal place of business or to any officer or agent of the
Corporation having custody of the book in which proceedings of meetings of
stockholders are recorded. Delivery made to the Corporation's registered office
shall be by hand or by certified or registered mail, return receipt requested.
If no
-26-
<PAGE>
record date has been fixed by the Board of Directors and prior action by the
Board of Directors is required by applicable law, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting shall be at the close of business on the date on which the
Board of Directors adopts the resolution taking such prior action.
SECTION 2.11. INSPECTORS OF WRITTEN CONSENT. In the event of the
delivery, in the manner provided by Section 2.10, to the Corporation of the
requisite written consent or consents to take corporate action and/or any
related revocation or revocations, the Corporation shall engage nationally
recognized independent inspectors of elections for the purpose of promptly
performing a ministerial review of the validity of the consents and revocations.
For the purpose of permitting the inspectors to perform such review, no action
by written consent without a meeting shall be effective until such date as the
independent inspectors certify to the Corporation that the consents delivered to
the Corporation in accordance with Section 2.10 represent at least the minimum
number of votes that would be necessary to take the corporate action. Nothing
contained in this paragraph shall in any way be construed to suggest or imply
that the Board of Directors or any stockholder shall not be entitled to contest
the validity of any consent or revocation thereof, whether before or after such
certification by the independent inspectors, or to take any other action
(including, without limitation, the commencement, prosecution or defense of any
litigation with respect thereto, and the seeking of injunctive relief in such
litigation).
SECTION 2.12. EFFECTIVENESS OF WRITTEN CONSENT. Every written consent
shall bear the date of signature of each stockholder who signs the consent and
no written consent shall be effective to take the corporate action referred to
therein unless, within 60 days of the date the earliest dated written consent
was received in accordance with Section 2.10, a written consent or consents
signed by a sufficient number of holders to take such action are delivered to
the Corporation in the manner prescribed in Section 2.10.
ARTICLE III
BOARD OF DIRECTORS
SECTION 3.1. GENERAL POWERS. The business and affairs of the Corporation
shall be managed under the direction of the Board of Directors. In addition to
the powers and authorities by these By-Laws expressly conferred upon them, the
Board of Directors may exercise all such powers of the Corporation and do all
such lawful acts and things as are not by statute or by the Certificate of
Incorporation or by these By-Laws required to be exercised or done by the
stockholders.
SECTION 3.2. NUMBER, TENURE AND QUALIFICATIONS. Subject to the rights of
the holders of any series of Preferred Stock to elect directors under specified
circumstances, the number of directors shall be fixed from time to time
exclusively pursuant to a resolution adopted by a majority of the Whole Board
but in no case shall the number of directors be less than three. Each director
shall be elected for a term of one year and until his successor is elected and
qualified, except as otherwise provided herein or required by law.
-27-
<PAGE>
SECTION 3.3. REGULAR MEETINGS. A regular meeting of the Board of
Directors shall be held without other notice than this By-Law immediately after,
and at the same place as, the Annual Meeting of Stockholders. The Board of
Directors may, by resolution, provide the time and place for the holding of
additional regular meetings without other notice than such resolution.
SECTION 3.4. SPECIAL MEETINGS. Special meetings of the Board of
Directors shall be called at the request of the Chairman of the Board, the
President or a majority of the Board of Directors then in office. The person or
persons authorized to call special meetings of the Board of Directors may fix
the place and time of the meetings.
SECTION 3.5. NOTICE. Notice of any special meeting of directors shall be
given to each director at his business or residence in writing by hand delivery,
first-class or overnight mail or courier service, telegram or facsimile
transmission, or orally by telephone. If mailed by First-class mail, such notice
shall be deemed adequately delivered when deposited in the United States mails
so addressed, with postage thereon prepaid, at least five (5) days before such
meeting. If by telegram, overnight mail or courier service, such notice shall be
deemed adequately delivered when the telegram is delivered to the telegraph
company or the notice is delivered to the overnight mail or courier service
company at least twenty-four (24) hours before such meeting. If by facsimile
transmission, such notice shall be deemed adequately delivered when the notice
is transmitted at least twelve (12) hours before such meeting. If by telephone
or by hand delivery, the notice shall be given at least twelve (12) hours prior
to the time set for the meeting. Neither the business to be transacted at, nor
the purpose of, any regular or special meeting of the Board of Directors need be
specified in the notice of such meeting, except for amendments to these By-Laws,
as provided under Section 8.1. A meeting may be held at any time without notice
if all the directors are present or if those not present waive notice of the
meeting in accordance with Section 6.4 of these By-Laws.
SECTION 3.6. ACTION BY CONSENT OF BOARD OF DIRECTORS. Any action
required or permitted to be taken at any meeting of the Board of Directors or of
any committee thereof may be taken without a meeting if all members of the Board
or committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board or committee.
SECTION 3.7. CONFERENCE TELEPHONE MEETINGS. Members of the Board of
Directors, or any committee thereof, may participate in a meeting of the Board
of Directors or such committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation in a meeting shall
constitute presence in person at such meeting.
-28-
<PAGE>
SECTION 3.8. QUORUM. Subject to Section 3.9, a whole number of directors
equal to at least a majority of the Whole Board shall constitute a quorum for
the transaction of business, but if at any meeting of the Board of Directors
there shall be less than a quorum present, a majority of the directors present
may adjourn the meeting from time to time without further notice. The act of the
majority of the directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors. The directors present at a duly
organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough directors to leave less than a quorum.
SECTION 3.9. VACANCIES. Subject to applicable law and the rights of the
holders of any series of Preferred Stock with respect to such series of
Preferred Stock, and unless the Board of Directors otherwise determines,
vacancies resulting from death, resignation, retirement, disqualification,
removal from office or other cause, and newly created directorships resulting
from any increase in the authorized number of directors, may be filled only by
the affirmative vote of a majority of the remaining directors, though less than
a quorum of the Board of Directors, and directors so chosen shall hold office
for a term expiring at the next annual meeting of stockholders and until such
director's successor shall have been duly elected and qualified. No decrease in
the number of authorized directors constituting the Whole Board shall shorten
the term of any incumbent director.
SECTION 3.10. EXECUTIVE AND OTHER COMMITTEES. The Board of Directors may,
by resolution adopted by a majority of the Whole Board, designate an Executive
Committee to exercise, subject to applicable provisions of law, all the powers
of the Board in the management of the business and affairs of the Corporation
when the Board is not in session, including without limitation the power to
declare dividends, to authorize the issuance of the Corporation's capital stock
and to adopt a certificate of ownership and merger pursuant to Section 253 of
the General Corporation Law of the State of Delaware, and may, by resolution
similarly adopted, designate one or more other committees. The Executive
Committee and each such other committee shall consist of two or more directors
of the Corporation. The Board may designate one or more directors as alternate
members of any committee, who may replace any absent or disqualified member at
any meeting of the committee. Any such committee, other than the Executive
Committee (the powers of which are expressly provided for herein), may to the
extent permitted by law exercise such powers and shall have such
responsibilities as shall be specified in the designating resolution. In the
absence or disqualification of any member of such committee or committees, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not constituting a quorum, may unanimously appoint another
member of the Board to act at the meeting in the place of any such absent or
disqualified member. Each committee shall keep written minutes of its
proceedings and shall report such proceedings to the Board when required.
-29-
<PAGE>
A majority of any committee may determine its action and fix the time
and place of its meetings, unless the Board shall otherwise provide. Notice of
such meetings shall be given to each member of the committee in the manner
provided for in Section 3.5 of these By-Laws. The Board shall have power at any
time to fill vacancies in, to change the membership of, or to dissolve any such
committee. Nothing herein shall be deemed to prevent the Board from appointing
one or more committees consisting in whole or in part of persons who are not
directors of the Corporation; PROVIDED, HOWEVER, that no such committee shall
have or may exercise any authority of the Board.
SECTION 3.11. REMOVAL. Subject to the rights of the holders of any series
of Preferred Stock with respect to such series of Preferred Stock, any director,
or the entire Board of Directors, may be removed from office either for or
without cause by the affirmative vote of the holders of a majority of all the
shares of stock outstanding and entitled to vote.
SECTION 3.12. RECORDS. The Board of Directors shall cause to be kept a
record containing the minutes of the proceedings of the meetings of the Board
and of the stockholders, appropriate stock books and registers and such books of
records and accounts as may be necessary for the proper conduct of the business
of the Corporation.
ARTICLE IV
OFFICERS
SECTION 4.1. ELECTED OFFICERS. The elected officers of the Corporation
shall be a Chairman of the Board of Directors, a President, a Secretary, a
Treasurer, and such other officers (including, without limitation, a Chief
Financial Officer) as the Board of Directors from time to time may deem proper.
The Chairman of the Board shall be chosen from among the directors. All officers
elected by the Board of Directors shall each have such powers and duties as
generally pertain to their respective offices, subject to the specific
provisions of this ARTICLE IV. Such officers shall also have such powers and
duties as from time to time may be conferred by the Board of Directors or by any
committee thereof. The Board or any committee thereof may from time to time
elect, or the Chairman of the Board or President may appoint, such other
officers (including one or more Assistant Vice Presidents, Assistant
Secretaries, Assistant Treasurers, and Assistant Controllers) and such agents,
as may be necessary or desirable for the conduct of the business of the
Corporation. Such other officers and agents shall have such duties and shall
hold their offices for such terms as shall be provided in these By-Laws or as
may be prescribed by the Board or such committee or by the Chairman of the Board
or President, as the case may be.
-30-
<PAGE>
SECTION 4.2. ELECTION AND TERM OF OFFICE. The elected officers of the
Corporation shall be elected annually by the Board of Directors at the regular
meeting of the Board of Directors held after the annual meeting of the
stockholders. If the election of officers shall not be held at such meeting,
such election shall be held as soon thereafter as convenient. Each officer shall
hold office until his successor shall have been duly elected and shall have
qualified or until his death or until he shall resign, but any officer my be
removed from office at any time by the affirmative vote of a majority of the
Whole Board or, except in the case of an officer or agent elected by the Board,
by the Chairman of the Board or President. Such removal shall be without
prejudice to the contractual rights, if any, of the person so removed.
SECTION 4.3. CHAIRMAN OF THE BOARD. The Chairman of the Board shall
preside at all meetings of the stockholders and of the Board of Directors and
shall be the Chief Executive Officer of the Company. The Chairman of the Board
shall be responsible for the general management of the affairs of the
Corporation and shall perform all duties incidental to his office which may be
required by law and all such other duties as are properly required of him by the
Board of Directors. He shall make reports to the Board of Directors and the
stockholders, and shall see that all orders and resolutions of the Board of
Directors and of any committee thereof are carried into effect. The Chairman of
the Board may also serve as President, if so elected by the Board.
SECTION 4.4. PRESIDENT. The President shall act in a general executive
capacity and shall assist the Chairman of the Board in the administration and
operation of the Corporation's business and general supervision of its policies
and affairs. The President shall, in the absence of or because of the inability
to act of the Chairman of the Board, perform all duties of the Chairman of the
Board and preside at all meetings of stockholders and of the Board of Directors.
SECTION 4.5. VICE-PRESIDENTS. Each Vice President shall have such powers
and shall perform such duties as shall be assigned to him, by the Board of
Directors.
SECTION 4.6. CHIEF FINANCIAL OFFICER. The Chief Financial Officer (if
any) shall be a Vice President and act in an executive financial capacity. He
shall assist the Chairman of the Board and the President in the general
supervision of the Corporation's financial policies and affairs.
SECTION 4.7. TREASURER. The Treasurer shall exercise general supervision
over the receipt, custody and disbursement of corporate funds. The Treasurer
shall cause the funds of the Corporation to be deposited in such banks as may be
authorized by the Board of Directors, or in such banks as may be designated as
depositories in the manner provided by resolution of the Board of Directors. He
shall have such further powers and duties and shall be subject to such
directions as may be granted or imposed upon him from time to time by the Board
of Directors, the Chairman of the Board or the President.
-31-
<PAGE>
SECTION 4.8. SECRETARY. The Secretary shall keep or cause to be kept in
one or more books provided for that purpose, the minutes of all meetings of the
Board, the committees of the Board and the stockholders; he shall see that all
notices are duly given in accordance with the provisions of these By-Laws and as
required by law; he shall be custodian of the records and the seal of the
Corporation and affix and attest the seal to all stock certificates of the
Corporation (unless the seal of the Corporation on such certificates shall be a
facsimile, as hereinafter provided) and affix and attest the seal to all other
documents to be executed on behalf of the Corporation under its seal; and he
shall see that the books, reports, statements, certificates and other documents
and records required by law to be kept and filed are properly kept and filed;
and in general, he shall perform all the duties incident to the office of
Secretary and such other duties as from time to time may be assigned to him by
the Board, the Chairman of the Board or the President.
SECTION 4.9. REMOVAL. Any officer elected, or agent appointed, by the
Board of Directors may be removed by the affirmative vote of a majority of the
Whole Board whenever, in their judgment, the best interests of the Corporation
would be served thereby. Any officer or agent appointed by the Chairman of the
Board or the President may be removed by him whenever, in his judgment, the best
interests of the Corporation would be served thereby. No elected officer shall
have any contractual rights against the Corporation for compensation by virtue
of such election beyond the date of the election of his successor, his death,
his resignation or his removal, whichever event shall first occur, except as
otherwise provided in an employment contract or under an employee deferred
compensation plan.
SECTION 4.10. VACANCIES. A newly created elected office and a vacancy in
any elected office because of death, resignation, or removal may be filled by
the Board of Directors for the unexpired portion of the term at any meeting of
the Board of Directors. Any vacancy in an office appointed by the Chairman of
the Board or the President because of death, resignation, or removal may be
filled by the Chairman of the Board or the President.
ARTICLE V
STOCK CERTIFICATES AND TRANSFERS
SECTION 5.1. STOCK CERTIFICATES AND TRANSFERS. The interest of each
stockholder of the Corporation shall be evidenced by certificates for shares of
stock in such form as the appropriate officers of the Corporation may from time
to time prescribe. The shares of the stock of the Corporation shall be
transferred on the books of the Corporation by the holder thereof in person or
by his attorney, upon surrender for cancellation of certificates for at least
the same number of shares, with an assignment and power of transfer endorsed
thereon or attached thereto, duly executed, with such proof of the authenticity
of the signature as the Corporation or its agents may reasonably require.
-32-
<PAGE>
The certificates of stock shall be signed, countersigned and
registered in such manner as the Board of Directors may by resolution prescribe,
which resolution may permit all or any of the signatures on such certificates to
be in facsimile. In case any officer, transfer agent or registrar who has signed
or whose facsimile signature has been placed upon a certificate has ceased to be
such officer, transfer agent or registrar before such certificate is issued, it
may be issued by the Corporation with the same effect as if he were such
officer, transfer agent or registrar at the date of issue.
SECTION 5.2. LOST, STOLEN OR DESTROYED CERTIFICATES. No certificate for
shares of stock in the Corporation shall be issued in place of any certificate
alleged to have been lost, destroyed or stolen, except on production of such
evidence of such loss, destruction or theft and on delivery to the Corporation
of a bond of indemnity in such mount, upon such terms and secured by such
surety, as the Board of Directors or any financial officer may in its or his
discretion require.
ARTICLE VI
MISCELLANEOUS PROVISIONS
SECTION 6.1. FISCAL YEAR. The fiscal year of the Corporation shall begin
on the first day of May and end on the thirtieth day of April of each year.
SECTION 6.2. DIVIDENDS. The Board of Directors may from time to time
declare, and the Corporation may pay, dividends on its outstanding shares in the
manner and upon the terms and conditions provided by law and the Certificate of
Incorporation.
SECTION 6.3. SEAL. The corporate seal shall have inscribed thereon the
words "Corporate Seal", the year of incorporation and around the margin thereof
the words "Hach Company - Delaware."
SECTION 6.4. WAIVER OF NOTICE. Whenever any notice is required to be
given to any stockholder or director of the Corporation under the provisions of
the General Corporation Law of the State of Delaware or these By-Laws, a waiver
thereof in writing, signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed equivalent to
the giving of such notice. Neither the business to be transacted at, nor the
purpose of, any annual or special meeting of the stockholders or the Board of
Directors or committee thereof need be specified in any waiver of notice of such
meeting.
SECTION 6.5. AUDITS. The accounts, books and records of the Corporation
shall be audited upon the conclusion of each fiscal year by an independent
certified public accountant selected by the Board of Directors, and it shall be
the duty of the Board of Directors to cause such audit to be done annually.
-33-
<PAGE>
SECTION 6.6. RESIGNATIONS. Any director or any officer, whether elected
or appointed, may resign at any time by giving written notice of such
resignation to the Chairman of the Board, the President, or the Secretary, and
such resignation shall be deemed to be effective as of the close of business on
the date said notice is received by the Chairman of the Board, the President, or
the Secretary, or at such later time as is specified therein. No formal action
shall be required of the Board of Directors or the stockholders to make any
such resignation effective.
SECTION 6.7. INDEMNIFICATION AND INSURANCE. (A) Each person who was or
is made a party or is threatened to be made a party to or is involved in any
action, suit, or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "proceeding"), by reason of the fact that he or she
or a person of whom he or she is the legal representative is or was a director
or officer of the Corporation or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation or
of a partnership, joint venture, trust or other enterprise, including service
with respect to employee benefit plans maintained or sponsored by the
Corporation, whether the basis of such proceeding is alleged action in an
official capacity as a director, officer, employee or agent or in any other
capacity while serving as a director, officer, employee or agent, shall be
indemnified and held harmless by the Corporation to the fullest extent
authorized by the General Corporation Law of the State of Delaware as the same
exists or may hereafter be amended (but, in the case of any such amendment, only
to the extent that such amendment permits the Corporation to provide broader
indemnification rights than said law permitted the Corporation to provide prior
to such amendment), against all expense, liability and loss (including
attorneys' fees, judgments, fees, ERISA excise taxes or penalties and amounts
paid or to be paid in settlement) reasonably incurred or suffered by such person
in connection therewith and such indemnification shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of his or her heirs, executors and administrators; provided,
however, that except as provided in paragraph (C) of this By-Law, the
Corporation shall indemnify any such person seeking indemnification in
connection with a proceeding (or part thereof) initiated by such person only if
such proceeding (or part thereof) was authorized by the Board of Directors. The
right to indemnification conferred in this By-Law shall be a contract right and
shall include the right to be paid by the Corporation the expenses incurred in
defending any such proceeding in advance of its final disposition, such advances
to be paid by the Corporation within 20 days after the receipt by the
Corporation of a statement or statements from the claimant requesting such
advance or advances from time to time; provided, however, that if the General
Corporation Law of the State of Delaware requires, the payment of such expenses
incurred by a director or officer in his or her capacity as a director or
officer (and not in any other capacity in which service was or is rendered by
such person while a director or officer, including, without limitation, service
to an employee benefit plan) in advance of the final disposition of a
proceeding, shall be made only upon delivery to the Corporation of an
undertaking by or on behalf of such director or officer, to repay all amounts so
advanced if it shall ultimately be determined that such director or officer is
not entitled to be indemnified under this By-Law or otherwise.
-34-
<PAGE>
(B) To obtain indemnification under this By-Law, a claimant shall
submit to the Corporation a written request, including therein or therewith such
documentation and information as is reasonably available to the claimant and is
reasonably necessary to determine whether and to what extent the claimant is
entitled to indemnification. Upon written request by a claimant for
indemnification pursuant to the first sentence of this paragraph (B), a
determination, if required by applicable law, with respect to the claimant's
entitlement thereto shall be made as follows: (1) if requested by the claimant,
by Independent Counsel (as hereinafter defined), or (2) if no request is made by
the claimant for a determination by Independent Counsel, (i) by the Board of
Directors by a majority vote of a quorum consisting of Disinterested Directors
(as hereinafter defined), or (ii) if a quorum of the Board of Directors
consisting of Disinterested Directors is not obtainable or, even if obtainable,
such quorum of Disinterested Directors so directs, by Independent Counsel in a
written opinion to the Board of Directors, a copy of which shall be delivered to
the claimant, or (iii) if a quorum of Disinterested Directors so directs, by the
stockholders of the Corporation. In the event the determination of entitlement
to indemnification is to be made by Independent Counsel at the request of the
claimant, the Independent Counsel shall be selected by the Board of Directors
unless there shall have occurred within two years prior to the date of the
commencement of the action, suit or proceeding for which indemnification is
claimed a "Change of Control" as defined in the 1995 Non-Employee Director Stock
Plan in which case the Independent Counsel shall be selected by the claimant
unless the claimant shall request that such selection be made by the Board of
Directors. If it is so determined that the claimant is entitled to
indemnification, payment to the claimant shall be made within 10 days after such
determination.
(C) If a claim under paragraph (A) of this By-Law is not paid in full
by the Corporation within 30 days after a written claim pursuant to paragraph
(B) of this By-Law has been received by the Corporation, the claimant may at any
time thereafter bring suit against the Corporation to recover the unpaid amount
of the claim and, if successful in whole or in part, the claimant shall be
entitled to be paid also the expense of prosecuting such claim. It shall be a
defense to any such action (other than an action brought to enforce a claim for
expenses incurred in defending any proceeding in advance of its final
disposition where the required undertaking, if any is required, has been
tendered to the Corporation) that the claimant has not met the standard of
conduct which makes it permissible under the General Corporation Law of the
State of Delaware for the Corporation to indemnify the claimant for the amount
claimed, but the burden of proving such defense shall be on the Corporation.
Neither the failure of the Corporation (including its Board of Directors,
Independent Counsel or stockholders) to have made a determination prior to the
commencement of such action that indemnification of the claimant is proper in
the circumstances because he or she has met the applicable standard of conduct
set forth in the General Corporation Law of the State of Delaware, nor an actual
determination by the Corporation (including its Board of Directors, Independent
Counsel or stockholders) that the claimant has not met such applicable standard
of conduct, shall be a defense to the action or create a presumption that the
claimant has not met the applicable standard of conduct.
(D) If a determination shall have been made pursuant to paragraph (B)
of this By-Law that the claimant is entitled to indemnification, the Corporation
shall be bound by such determination in any judicial proceeding commenced
pursuant to paragraph (C) of this By-Law.
-35-
<PAGE>
(E) The Corporation shall be precluded from asserting in any judicial
proceeding commenced pursuant to paragraph (C) of this By-Law that the
procedures and presumptions of this By-Law are not valid, binding and
enforceable and shall stipulate in such proceeding that the Corporation is bound
by all the provisions of this By-Law.
(F) The right to indemnification and the payment of expenses incurred
in defending a proceeding in advance of its final disposition conferred in this
By-Law shall not be exclusive of any other right which any person may have or
hereafter acquire under any statute, provision of the Certificate of
Incorporation, By-Laws, agreement, vote of stockholders or Disinterested
Directors or otherwise. No repeal or modification of this By-Law shall in any
way diminish or adversely affect the rights of any director, officer, employee
or agent of the Corporation hereunder in respect of any occurrence or matter
arising prior to any such repeal or modification.
(G) The Corporation may maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of the Corporation
or another corporation, partnership, joint venture, trust or other enterprise
against any expense, liability or loss, whether or not the Corporation would
have the power to indemnify such person against such expense, liability or loss
under the General Corporation Law of the State of Delaware. To the extent that
the Corporation maintains any policy or policies providing such insurance, each
such director or officer, and each such agent or employee to which rights to
indemnification have been granted as provided in paragraph (H) of this By-Law,
shall be covered by such policy or policies in accordance with its or their
terms to the maximum extent of the coverage thereunder for any such director,
officer, employee or agent.
(H) The Corporation may, to the extent authorized from time to time
by the Board of Directors, grant rights to indemnification, and rights to be
paid by the Corporation the expenses incurred in defending any proceeding in
advance of its final disposition, to any employee or agent of the Corporation to
the fullest extent of the provisions of this By-Law with respect to the
indemnification and advancement of expenses of directors and officers of the
Corporation.
(I) If any provision or provisions of this By-Law shall be held to be
invalid, illegal or unenforceable for any reason whatsoever: (1) the validity,
legality and enforceability of the remaining provisions of this By-Law
(including, without limitation, each portion of any paragraph of this By-Law
containing any such provision held to be invalid, illegal or unenforceable, that
is not itself held to be invalid, illegal or unenforceable) shall not in any way
be affected or impaired thereby; and (2) to the fullest extent possible, the
provisions of this By-Law (including, without limitation, each such portion of
any paragraph of this By-Law containing any such provision held to be invalid,
illegal or unenforceable) shall be construed so as to give effect to the intent
manifested by the provision held invalid, illegal or unenforceable.
-36-
<PAGE>
(J) For purposes of this By-Law:
(1) "Disinterested Director" means a director of the
Corporation who is not and was not a party to the
matter in respect of which indemnification is sought by
the claimant.
(2) "Independent Counsel" means a law firm, a member
of a law firm, or an independent practitioner, that is
experienced in matters of corporation law and shall
include any person who, under the applicable standards
of professional conduct then prevailing, would not have
a conflict of interest in representing either the
Corporation or the claimant in an action to determine
the claimant's rights under this By-Law.
(K) Any notice, request or other communication required or permitted
to be given to the Corporation under this By-Law shall be in writing and either
delivered in person or sent by telecopy, telex, telegram, overnight mail or
courier service, or certified or registered mail, postage prepaid, return
receipt requested, to the Secretary of the Corporation and shall be effective
only upon receipt by the Secretary.
ARTICLE VII
CONTRACTS, PROXIES, ETC.
SECTION 7.1. CONTRACTS. Except as otherwise required by law, the
Certificate of Incorporation or these By-Laws, any contracts or other
instruments may be executed and delivered in the name and on the behalf of the
Corporation by such officer or officers of the Corporation as the Board of
Directors may from time to time direct. Such authority may be general or
confined to specific instances as the Board may determine. The Chairman of the
Board, the President or any Vice President may execute bonds, contracts, deeds,
leases and other instruments to be made or executed for or on behalf of the
Corporation. Subject to any restrictions imposed by the Board of Directors or
the Chairman of the Board, the President or any Vice President of the
Corporation may delegate contractual powers to others under his jurisdiction, it
being understood, however, that any such delegation of power shall not relieve
such officer of responsibility with respect to the exercise of such delegated
power.
-37-
<PAGE>
SECTION 7.2. PROXIES. Unless otherwise provided by resolution adopted by
the Board of Directors, the Chairman of the Board, the President or any Vice
President may from time to time appoint an attorney or attorneys or agent or
agents of the Corporation, in the name and on behalf of the Corporation, to cast
the votes which the Corporation may be entitled to cast as the holder of stock
or other securities in any other corporation, any of whose stock or other
securities may be held by the Corporation, at meetings of the holders of the
stock or other securities of such other corporation, or to consent in writing,
in the name of the Corporation as such holder, to any action by such other
corporation, and may instruct the person or persons so appointed as to the
manner of casting such votes or giving such consent, and may execute or cause to
be executed in the name and on behalf of the Corporation and under its corporate
seal or otherwise, all such written proxies or other instruments as he may deem
necessary or proper in the premises.
ARTICLE VIII
AMENDMENTS
SECTION 8.1. AMENDMENTS. These By-Laws may be altered, amended, or
repealed at any meeting of the Board of Directors or of the stockholders,
provided notice of the proposed change was given in the notice of the meeting
and, in the case of a meeting of the Board of Directors, in a notice given not
less than two days prior to the meeting; provided, however, that, in the case of
amendments by stockholders, notwithstanding any other provisions of these
By-Laws or any provision of law which might otherwise permit a lesser vote or no
vote, but in addition to any affirmative vote of the holders of any particular
class or series of the capital stock of the Corporation required by law, the
Certificate of Incorporation or these By-Laws, the affirmative vote of the
holders of at least a majority of the voting power of all the then outstanding
shares of the Voting Stock, voting together as a single class, shall be required
to alter, amend or repeal any provision of these By-Laws.
-38-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND CONSOLIDATED BALANCE SHEETS ON
PAGES 3,4 AND 5 OF THE COMPANY'S FORM 10(Q) FOR THE QUARTERLY PERIOD ENDING
OCTOBER 26, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO EACH FINANCIAL
STATEMENT.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> APR-30-1997
<PERIOD-START> MAY-01-1996
<PERIOD-END> OCT-26-1996
<CASH> 7,945
<SECURITIES> 24,987
<RECEIVABLES> 18,467
<ALLOWANCES> 213
<INVENTORY> 12,955
<CURRENT-ASSETS> 60,741
<PP&E> 69,454
<DEPRECIATION> 40,617
<TOTAL-ASSETS> 99,510
<CURRENT-LIABILITIES> 12,705
<BONDS> 0
0
0
<COMMON> 11,623
<OTHER-SE> 71,611
<TOTAL-LIABILITY-AND-EQUITY> 99,510
<SALES> 59,194
<TOTAL-REVENUES> 59,194
<CGS> 30,071
<TOTAL-COSTS> 30,071
<OTHER-EXPENSES> 20,497
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 9,427
<INCOME-TAX> 3,252
<INCOME-CONTINUING> 6,175
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6,175
<EPS-PRIMARY> .54
<EPS-DILUTED> .54
</TABLE>
