HELIX TECHNOLOGY CORP
10-Q, 1998-05-08
SPECIAL INDUSTRY MACHINERY, NEC
Previous: HEIST C H CORP, 10-Q, 1998-05-08
Next: HERSHEY FOODS CORP, 4, 1998-05-08





<PAGE>

                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                           ---------------------------

           [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934.

                      For the Quarter Ended March 27, 1998.

                                       OR

            [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934.

                For the transition period from_______ to _______

                          Commission File Number 0-6866

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


                 Delaware                        04-2423640
         (State of incorporation)     (IRS Employer Identification No.)

              Mansfield Corporate Center
                 Nine Hampshire Street
               Mansfield, Massachusetts                          02048-9171
      (Address of principal executive offices)                   (Zip Code)

        Registrant's telephone number, including area code (508) 337-5111

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

Indicate by checkmark  whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past ninety days.

                                   Yes [X] No [ ]

The number of shares outstanding of the registrant's Common Stock, $1 par value,
as of March 27, 1998 was 19,832,206.

<PAGE>

                          HELIX TECHNOLOGY CORPORATION

                                    Form 10-Q

                                      INDEX




                                                                         Page

Part I.    FINANCIAL INFORMATION

           Item 1.      Financial Statements.......................... ....3-9

           Item 2.      Management's Discussion and Analysis of
                        Financial Condition and Results of Operations....10-12


Part II.   OTHER INFORMATION

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

           Item 6 (a).  Exhibits............................................14

           Item 6 (b).  Reports on Form 8-K.................................14


Signature...................................................................15


<PAGE>

<TABLE>

                                 HELIX TECHNOLOGY CORPORATION

                                 CONSOLIDATED BALANCE SHEETS
<CAPTION>
- ------------------------------------------------------------------------------------------------
                                                               Mar. 27, 1998      Dec. 31, 1997
(in thousands)                                         Notes    (unaudited)         (audited)
- ------------------------------------------------------------------------------------------------
<S>                                                      <C>     <C>                 <C>   
ASSETS
Current:
Cash and cash equivalents ...........................            $  8,458            $ 33,360
Investments .........................................    2         25,211                --
Receivables - net of allowances .....................              14,647              15,371
Inventories .........................................    3         11,963              11,287
Deferred income taxes ...............................    4          4,215               4,215
Other current assets ................................               1,101               1,096
                                                                 --------            --------
Total Current Assets ................................              65,595              65,329
                                                                 --------            --------
Property, plant and equipment at cost ...............              27,628              27,094
    Less:  accumulated depreciation .................             (18,190)            (17,370)
                                                                 --------            --------
Net property, plant and equipment ...................               9,438               9,724
Other assets ........................................               6,590               6,613
                                                                 ========            ========
TOTAL ASSETS ........................................            $ 81,623            $ 81,666
                                                                 ========            ========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current:
Accounts payable ....................................            $  5,764            $  4,695
Payroll and compensation ............................               1,864               3,691
Retirement costs ....................................               3,176               2,960
Income taxes ........................................               3,159               2,931
Other accrued liabilities ...........................                 504                 343
                                                                 --------            --------
Total Current Liabilities ...........................              14,467              14,620
                                                                 --------            --------
Commitments .........................................                --                  --
Stockholders' Equity:
Preferred stock, $1 par value; authorized
  2,000,000 shares; issued and outstanding: none ....                --                  --
Common stock, $1 par value; authorized 30,000,000
  shares; issued and outstanding:  19,832,206 in
  1998 and 19,830,206 in 1997 .......................              19,832              19,830
Capital in excess of par value ......................               3,582               1,897
Accumulated other comprehensive income (loss) .......    6           (283)                 71
Retained earnings ...................................              44,025              45,248
                                                                 --------            --------
Total Stockholders' Equity ..........................              67,156              67,046
                                                                 ========            ========
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ..........            $ 81,623            $ 81,666
                                                                 ========            ========

The accompanying notes are an integral part of these financial statements.
</TABLE>


                                          Page 3
<PAGE>


                          HELIX TECHNOLOGY CORPORATION

                      CONSOLIDATED STATEMENT OF OPERATIONS

                                   (unaudited)


- --------------------------------------------------------------------------------
(in thousands except per share data)      Notes          Three Months Ended
                                                   Mar. 27, 1998   Mar. 28, 1997
- --------------------------------------------------------------------------------

Net Sales ...........................                  $ 25,872      $ 29,022
                                                       --------      --------

Costs and expenses:
    Cost of sales ...................                    13,857        15,559
    Research and development ........                     2,553         1,875
    Selling, general and
      administrative ................                     5,695         5,745
                                                       --------      --------
                                                         22,105        23,179
                                                       --------      --------
Operating income ....................                     3,767         5,843

Joint venture income ................                       372           314
Interest income .....................                       332           349
Other ...............................                       (14)           (9)
                                                       --------      --------
Income before taxes .................                     4,457         6,497
Income taxes ........................      4             (1,516)       (2,339)
                                                       --------      --------
Net income ..........................                  $  2,941      $  4,158
                                                       ========      ========

Net income per share:  
    Basic ...........................      5           $    .15      $    .21 *
    Diluted .........................      5           $    .15      $    .21 *
                                                       ========      ========

Number of shares used in per share
  calculations:  
    Basic ...........................      5             19,832        19,738 *
    Diluted .........................      5             19,990        19,918 *
                                                       ========      ========

*Share and per share data reflect a two-for-one  stock split effective  November
 1997.

The accompanying notes are an integral part of these financial statements.





                                     Page 4


<PAGE>

<TABLE>

                                                   HELIX TECHNOLOGY CORPORATION

                                              CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                           (unaudited)

<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
                                                                                        Three Months Ended
(in thousands)                                                                    Mar. 27, 1998    Mar. 28, 1997
- ------------------------------------------------------------------------------------------------------------------

<S>                                                                                 <C>               <C>
Cash flows from operating activities:
     Net income ...........................................................         $  2,941          $  4,158
     Adjustments to reconcile net income to net
       cash provided (used) by operating activities:
     Depreciation .........................................................              857               639
     Undistributed earnings of joint venture, other .......................             (339)             (282)
     Net change in operating assets and liabilities (A) ...................            1,541              (317)
                                                                                    --------          --------
Net cash provided by operating activities .................................            5,000             4,198
                                                                                    --------          --------

Cash flows from investing activities:
     Capital expenditures .................................................             (571)             (413)
     Purchase of investments ..............................................          (33,644)             --
     Proceeds from sale of investments ....................................            8,441              --
                                                                                    --------          --------
Net cash used by investing activities .....................................          (25,774)             (413)
                                                                                    --------          --------

Cash flows from financing activities:
     Shares tendered for exercise of stock options ........................             --                (232)
     Net cash provided by employee stock plans ............................               37               278
     Cash dividends paid ..................................................           (4,165)           (3,457)
                                                                                    --------          --------
Net cash used by financing activities .....................................           (4,128)           (3,411)
                                                                                    --------          --------

Increase (decrease) in cash and cash equivalents ..........................          (24,902)              374
Cash and cash equivalents, at the beginning of the period .................           33,360            29,378
                                                                                    ========          ========
Cash and cash equivalents, at the end of the period .......................         $  8,458          $ 29,752
                                                                                    ========          ========

(A) Change in operating assets and liabilities:
       (Increase)/decrease in accounts receivable .........................         $    724          $ (3,552)
       (Increase)/decrease in inventories .................................             (676)              782
       (Increase)/decrease in other current assets ........................               (5)             (245)
       Increase/(decrease) in accounts payable ............................            1,069               660
       Increase/(decrease) in other accrued expenses ......................              429             2,038
                                                                                    ========          ========
       Net change in operating assets and liabilities .....................         $  1,541          $   (317)
                                                                                    ========          ========


The accompanying notes are an integral part of these financial statements.
</TABLE>


                                     Page 5
<PAGE>


                          HELIX TECHNOLOGY CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 1

In  the  opinion  of  the  Company,  the  accompanying   consolidated  financial
statements for the periods ended March 27, 1998, and March 28, 1997, contain all
adjustments  (consisting  only of normal  recurring  adjustments)  necessary  to
present  fairly the  financial  position as of March 27, 1998,  and December 31,
1997,  and the results of operations  and cash flows for the periods ended March
27, 1998, and March 28, 1997.

The results of operations for the  three-month  period ended March 27, 1998, are
not necessarily indicative of the results expected for the full year.

The condensed  financial  statements  included  herein have been prepared by the
Company,  without audit of the  three-month  periods  ended March 27, 1998,  and
March 28, 1997,  pursuant to the rules and  regulations  of the  Securities  and
Exchange  Commission.  Certain  information  and footnote  disclosures  normally
included in financial  statements prepared in accordance with generally accepted
accounting  principles have been condensed or omitted pursuant to such rules and
regulations,  although the Company believes that the disclosures are adequate to
present  fairly the Company's  financial  position.  These  condensed  financial
statements  should be read in conjunction with the financial  statements and the
notes  thereto  included in  the Company's latest annual report on Form 10-K and
Form 10-K/A.

Note 2 - Investments

At   March   27,   1998   the   Company's   investments   were   classified   as
available-for-sale.  The  difference  between  the cost and fair  value of these
investments  was  immaterial  and  is  included  in  stockholders   equity.  The
investment balance at March 27, 1998 by major security type follows:


- --------------------------------------------------------------------------------
(in thousands)                                Cost          Fair Value
- --------------------------------------------------------------------------------
Short-term instruments ................     $ 2,820           $ 2,820
Municipal and tax free bonds ..........      22,383            22,391
                                            -------           -------
                                            $25,203           $25,211
                                            =======           =======

Note 3 - Inventories

- --------------------------------------------------------------------------------
(in thousands)                            Mar. 27, 1998      Dec. 31, 1997
- --------------------------------------------------------------------------------
Finished goods ........................      $ 3,256            $ 3,846
Work in process .......................        7,242              6,460
Materials and parts ...................        1,465                981
                                             -------            -------
Net inventories .......................      $11,963            $11,287
                                             =======            =======

Inventories  are stated at the lower of cost or market on a first-in,  first-out
basis.



                                     Page 6

<PAGE>


                          HELIX TECHNOLOGY CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 4 - Income Taxes

The  federal,  state  and  foreign  income  tax  provisions  of  $1,516,000  and
$2,339,000 for the three-month periods ended March 27, 1998, and March 28, 1997,
respectively,  reflect the effects of various available tax credits. Tax credits
are  treated as  reductions  of income tax  provisions  in the year in which the
credits are  realized.  The Company does not provide for United  States taxes on
the undistributed earnings of its wholly owned foreign subsidiaries, since these
earnings are indefinitely reinvested.

A certain  level of export income of the  Company's  Foreign  Sales  Corporation
(FSC) is permanently exempt from federal income tax; accordingly, the income tax
provisions for the three-month periods ended March 27, 1998, and March 28, 1997,
include  the  federal tax  benefit on export  income of the FSC.

The effective income tax rate for the three-month  periods ended March 27, 1998,
and March 28, 1997, was 34.0% and 36.0%, respectively.

The major  components of deferred tax assets are compensation and benefit plans,
inventory valuation,  and leases,  respectively.  Based on past experience,  the
Company  expects  that the future  taxable  income  will be  sufficient  for the
realization  of the deferred tax assets.  The Company  believes that a valuation
allowance is not required.


Note 5 - Net Income Per Share

The Company has adopted Financial  Accounting  Standard No. 128, which specifies
the computation,  presentation and disclosure of net income per share. Basic net
income per common share is based on the weighted average number of common shares
outstanding  during the year.  Diluted net income per common share  reflects the
potential dilution that could occur if outstanding stock options were exercised.
All prior period net income per share figures have been restated.


                                     Page 7


<PAGE>


                          HELIX TECHNOLOGY CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 5 (Cont'd.)

The following  table sets forth the  computation of basic and diluted net income
per common share:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
                                                                                         Three Months Ended
(in thousands except per share data)                                               Mar. 27, 1998     Mar. 28, 1997
- ------------------------------------------------------------------------------------------------------------------

<S>                                                                                     <C>              <C>    
Net income ..........................................................................   $ 2,941          $ 4,158
                                                                                        =======          =======

Basic shares ........................................................................    19,832           19,738
Add:    Common   equivalent    shares   representing   shares   issuable    upon
        conversion  of  stock   options  (using  the  treasury   stock  method).
        Options  outstanding  not included in the  computation of diluted shares
        were 210 and 0 for 1998 and 1997,  respectively,  because  the  option's
        price was greater than the average market price of the common shares. .......       158              180
                                                                                        -------          -------
Diluted shares ......................................................................    19,990           19,918
                                                                                        =======          =======

Basic net income per share ..........................................................   $   .15          $   .21
                                                                                        =======          =======

Diluted net income per share ........................................................   $   .15          $   .21
                                                                                        =======          =======
</TABLE>

Note 6 - Comprehensive Income

As of January 1, 1998,  the Company  adopted  Statement of Financial  Accounting
Standards  No.  130  (SFAS  130)  "Reporting  Comprehensive  Income".  SFAS  130
establishes  standards for the reporting and display of comprehensive income and
its components.  SFAS 130 requires  unrealized  gains or losses on the Company's
available-for-sale  investments and foreign  currency  translation  adjustments,
which prior to adoption were reported  separately in stockholders'  equity to be
included in other comprehensive income.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
                                                                                    Three Months Ended
(in thousands)                                                               Mar. 27, 1998     Mar. 28, 1997
- --------------------------------------------------------------------------------------------------------------

<S>                                                                              <C>               <C>    
Net income ..................................................................    $ 2,941           $ 4,158
                                                                                 -------           -------

Other comprehensive income (loss) before tax
     Foreign currency translation adjustment ................................       (464)             (359)
     Unrealized gain on available-for-sale investment .......................          8              --
                                                                                 -------           -------
Other comprehensive income (loss), before tax ...............................       (456)             (359)
Income tax related to items of other comprehensive income ...................        102                95
                                                                                 -------           -------
Other comprehensive income, net of tax ......................................       (354)             (264)
                                                                                 -------           -------
Comprehensive income ........................................................    $ 2,587           $ 3,894
                                                                                 =======           =======
</TABLE>


                                     Page 8


<PAGE>


                          HELIX TECHNOLOGY CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 7 - New Accounting Pronouncements

In  June  1997,  the  Financial  Accounting  Standards  Board  issued  Financial
Accounting  Standards No. 131,  "Disclosure  about Segments of an Enterprise and
Related  Information"  (SFAS 131). SFAS 131 requires public  companies to report
segment  information on the basis used internally to measure segment performance
in complete  financial  statements and in condensed interim financials issued to
stockholders. This segment information includes their products and services, the
geographic  areas in which they operate and their major  customers.  The Company
will comply with the disclosure requirements of the statement in the 1998 Annual
Report.

In February  1998, the Financial  Accounting  Standards  Board issued  Financial
Accounting Standard No. 132 (SFAS132), Employers' Disclosures about pensions and
other post  retirement  benefits.  The Company  will comply with the  additional
disclosure requirements of the statement in the 1998 Annual Report.


Note 8 - Subsequent Event

On April 16, 1998 the Company announced the signing of a definitive agreement to
acquire  Granville-Phillips  Company of Boulder,  Colorado,  a  privately  owned
provider  of  advanced  vacuum  measurement  solutions.  Under  the terms of the
agreement,  Granville-Phillips'  shareholders  will  receive  approximately  2.4
million shares of Helix common stock. The transaction will be accounted for as a
pooling of  interests  and is expected  to close in the second  quarter of 1998,
subject  to  regulatory   approvals  and  other  customary  closing  conditions.
Granville-Phillips  will become a division of Helix Technology  Corporation with
its  manufacturing,  engineering and customer  support  operations  remaining in
Boulder. Granville-Phillips had 1997 revenues of approximately $25 million.








                                     Page 9


<PAGE>



                          HELIX TECHNOLOGY CORPORATION

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


Results of Operations

Net sales for the first quarter of 1998 were $25.9  million  compared with $29.0
million  for the first  quarter of 1997,  a decrease of 10.9%.  This  decline in
quarterly sales is a result of a slowdown in the global market for semiconductor
capital  equipment  primarily  due to  uncertainty  in the Asian  Market and the
overcapacity of the memory chip market.

Gross profit  percentage  was 46.4% both for the first quarter of 1998 and 1997.
The  company's  flexible  manufacturing  strategies  have  resulted in continued
strong gross profit performance, despite the year to year reduction in sales.

Research and development  expenditures  increased $.7 million  compared with the
same period last year as the Company  continues to develop new  products.  Total
Selling,  general and administrative  expense decreased by $.1 million primarily
due to decreases in variable compensation expense.

Operating  income in the first quarter of 1998 decreased  $2.1 million  compared
with the  first  quarter  of 1997  due to lower  revenue  levels  and  increased
research and development spending.

The  Company's  provision for income taxes was $1.5 million and $2.3 million for
the first quarter of 1998 and 1997, respectively. The effective tax rate for the
three-month  periods  ended March 27, 1998,  and March 28,  1997,  was 34.0% and
36.0%,  respectively.  The difference between the statutory federal rate and the
Company's effective tax rate is due to state and foreign income taxes. The lower
tax rate for 1998 is  primarily  due to  increased  tax credits for research and
development expenditures.


Liquidity and Capital Resources

Cash  provided by operating  activities  for the first  quarter of 1998 was $5.0
million compared with $4.2 million for the comparable period last year.

Cash used by investing  activities  increased by $25.4 million  during the first
quarter of 1998  compared  with the same  period  last year.  The  increase  was
primarily  due to  the  purchase  of  available-for-sale  investments  comprised
primarily of short-term tax exempt securities.

The  Company's  informal  bank  money  market  lines of  credit  amount to $12.0
million. There were no borrowings under these agreements during 1998 or 1997.

Cash dividends paid to  stockholders  during the first quarter of 1998 were $4.2
million or $.21 per common share  compared with $3.5 million or $.175 per common
share for the first quarter of 1997.



                                     Page 10
<PAGE>


                          HELIX TECHNOLOGY CORPORATION

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS
                                   (Continued)


On April 16, 1998 the Board of Directors  declared a quarterly  cash dividend of
$.21 per common share.  The dividend is payable on May 13, 1998 to  stockholders
of record on April 29, 1998.

The Company  manages its foreign  exchange  rate risk arising from  intercompany
foreign currency  denominated  transactions  through the use of foreign currency
forward contracts. The gains and losses on these transactions are not material.

The Company  believes  anticipated cash flow from operations and funds available
under existing credit lines will be adequate to fund operations through 1998 and
that  it  has   opportunities  to  consider  further  financing  options  should
additional funds be required.


Subsequent Event

On April 16, 1998 the Company announced the signing of a definitive agreement to
acquire  Granville-Phillips  Company of Boulder,  Colorado,  a  privately  owned
provider  of  advanced  vacuum  measurement  solutions.  Under  the terms of the
agreement,  Granville-Phillips'  shareholders  will  receive  approximately  2.4
million shares of Helix common stock. The transaction will be accounted for as a
pooling of  interests  and is expected  to close in the second  quarter of 1998,
subject  to  regulatory   approvals  and  other  customary  closing  conditions.
Granville-Phillips  will become a division of Helix Technology  Corporation with
its  manufacturing,  engineering and customer  support  operations  remaining in
Boulder. Granville-Phillips had 1997 revenues of approximately $25 million.


Year 2000

The Company has  established a project team to work with our major customers and
suppliers  regarding  their  abilities  to  meet  the  Year  2000  requirements.
Specifically,  we have sent questionnaires to our suppliers regarding their Year
2000 programs,  and we have received similar  correspondence from our customers.
These  programs  are in  process,  and to date the  Company  is  unaware  of any
possible  negative  impact by these third parties in their abilities to be ready
for the Year 2000.

Certain  of the  Company's  internal  computer  systems  are not Year 2000 ready
(i.e.,  such  systems  use only two  digits to  represent  the year in date data
fields and,  consequently,  may not accurately  distinguish between the 20th and
21st  centuries or may not function  properly at the turn of the  century).  The
Company  has been taking  actions  intended to either  correct  such  systems or
replace  them with Year 2000 ready  systems.  The Company  expects to  implement
successfully the systems and programming  changes necessary to address Year 2000
issues and does not believe  that the cost of such  actions will have a material
effect on the Company's results of operations or financial condition.




                                     Page 11


<PAGE>



                          HELIX TECHNOLOGY CORPORATION

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS
                                   (Continued)


New Accounting Pronouncements

In  June  1997,  the  Financial  Accounting  Standards  Board  issued  Financial
Accounting  Standards No. 131,  "Disclosure  about Segments of an Enterprise and
Related  Information"  (SFAS 131). SFAS 131 requires public  companies to report
segment  information on the basis used internally to measure segment performance
in complete  financial  statements and in condensed interim financials issued to
stockholders. This segment information includes their products and services, the
geographic  areas in which they operate and their major  customers.  The Company
will comply with the disclosure requirements of the statement in the 1998 Annual
Report.


In February  1998, the Financial  Accounting  Standards  Board issued  Financial
Accounting Standard No. 132 (SFAS132), Employers' Disclosures about pensions and
other post  retirement  benefits.  The Company  will comply with the  additional
disclosure requirements of the statement in the 1998 Annual Report.


Business Risks and Uncertainties

The Company  operates  in a changing  and  cyclical  business  environment  that
involves a number of risks, some of which are beyond the Company's control.  The
Company's  future  results  will depend on its  continued  ability to manage the
cyclical nature of the semiconductor  capital equipment industry,  the Company's
ability to  introduce  new  products to meet its  customers'  demands for higher
productivity and reliability, and the dependence of the Company on key customers
and key suppliers.


Forward-Looking Statements

This Form 10-Q, other SEC filings,  and  pronouncements  and press releases made
from time to time by the  Company  through its senior  management  may include a
number of forward-looking statements,  including, but not limited to, statements
with respect to the Company's future financial  performance,  operating results,
plans and  objectives.  Such  statements  are made  pursuant  to the Safe Harbor
provisions  of the  Private  Securities  Litigation  Reform Act of 1995.  Actual
results  may  differ  materially  from  those  anticipated  by  such  statements
depending upon a variety of factors, some of which are itemized in the "Business
Risks and Uncertainties" section above. The Company undertakes no responsibility
to update any forward-looking  statements which may be made to reflect events or
circumstances  occurring  after the dates the statements were made or to reflect
the occurrence of unanticipated events.






                                     Page 12


<PAGE>


                          HELIX TECHNOLOGY CORPORATION

                           PART II. OTHER INFORMATION


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

                  The Company's Annual Meeting of Stockholders was held on April
                  29, 1998.  Proposal I submitted to a vote of security  holders
                  at the meeting was the election of  Directors.  The  following
                  Directors,  being all the Directors of the  Corporation,  were
                  elected at the meeting, with the number of votes cast for each
                  Director or withheld from each Director  being set forth after
                  his respective name:

                  Name                        Votes For       Votes Withheld

                  Arthur R. Buckland          18,014,859            67,479
                  Matthew O. Diggs, Jr.       18,027,263            55,075
                  Frank Gabron                18,026,763            55,575
                  Robert J. Lepofsky          18,027,538            54,800
                  Marvin G. Schorr            17,983,308            99,030
                  Wickham Skinner             17,968,453           113,885
                  Mark S. Wrighton            18,018,152            64,186

                  No abstentions or broker non-votes were recorded.

                  Proposal II  submitted  to a vote of  security  holders at the
                  meeting  was an  amendment  of the  Company's  Certificate  of
                  Incorporation  to increase the number of authorized  shares of
                  Common Stock from 30,000,000 shares to 60,000,000 shares.
                  Votes cast were as follows:

                  For                       Against                    Abstain

                  17,647,904                376,166                    58,268

                  The proposal was approved.

                  Proposal III  submitted  to a vote of security  holders at the
                  meeting  was  ratification  of the  appointment  of  Coopers &
                  Lybrand,  L.L.P., as the Company's independent accountants for
                  fiscal year 1998.

                  For                       Against                    Abstain

                  18,012,311                26,838                     43,189

                  The proposal was approved.







                                     Page 13


<PAGE>


                          HELIX TECHNOLOGY CORPORATION

                           PART II. OTHER INFORMATION

Item 6(a).        Exhibits

                  4A      Description of Common Stock  (incorporated  herein, by
                          reference  to  Exhibit  3 to the  Form  10-Q  for  the
                          quarter ended September 30, 1988).

                  4B      Description of Preferred Stock  (incorporated  herein,
                          by  reference  to  Exhibit  3 to the Form 10-Q for the
                          quarter ended September 30, 1988).

                  27      Financial Data Schedule (EDGAR version only)

Item 6(b).        Reports on Form 8-K

                  No Form 8-K was required to be filed during the quarter  ended
                  March 27, 1998.










                                     Page 14
<PAGE>


                          HELIX TECHNOLOGY CORPORATION


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.




                                     HELIX TECHNOLOGY CORPORATION
                                             (Registrant)




May 8, 1998                      By: /s/Michael El-Hillow
- --------------------                 ------------------------------
Date                                    Michael El-Hillow
                                        Senior Vice President and
                                        Chief Financial Officer


<TABLE> <S> <C>


<ARTICLE>                     5
<MULTIPLIER>                                   1000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                              DEC-31-1998
<PERIOD-END>                                   MAR-27-1998
<CASH>                                         8,458
<SECURITIES>                                   25,211
<RECEIVABLES>                                  14,791
<ALLOWANCES>                                   (144)
<INVENTORY>                                    11,963
<CURRENT-ASSETS>                               65,595
<PP&E>                                         27,628
<DEPRECIATION>                                 (18,190)
<TOTAL-ASSETS>                                 81,623
<CURRENT-LIABILITIES>                          14,467
<BONDS>                                        0
                          0
                                    0
<COMMON>                                       19,832
<OTHER-SE>                                     47,324
<TOTAL-LIABILITY-AND-EQUITY>                   81,623
<SALES>                                        25,872
<TOTAL-REVENUES>                               25,872
<CGS>                                          13,857
<TOTAL-COSTS>                                  8,248
<OTHER-EXPENSES>                               (690)
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             0
<INCOME-PRETAX>                                4,457
<INCOME-TAX>                                   1,516
<INCOME-CONTINUING>                            2,941
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   2,941
<EPS-PRIMARY>                                  0.15
<EPS-DILUTED>                                  0.15
        


</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission