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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
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AMENDMENT NO. 2
[x] AMENDMENT TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (No Fee Required) For the fiscal year
ended December 31, 1995
or
[_] AMENDMENT TO TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (No Fee Required) For the transition
period from ___________ to ___________
Commission file number: 0-4538
LUMEX, INC.
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(Exact Name of Registrant as Specified in its Charter)
NEW YORK 11-1731581
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(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
2100 SMITHTOWN AVENUE
RONKONKOMA, NEW YORK 11779
(516) 585-9000
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(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on Which Registered
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COMMON STOCK, $.10 PAR VALUE AMERICAN STOCK EXCHANGE
Securities registered pursuant to Section 12(g) of the Act:
NONE
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(Title of Class)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [x] No [_]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statement
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K [_].
Aggregate market value of the voting stock (which consists solely of shares of
Common Stock) held by non-affiliates of the registrant as of March 15, 1996,
computed by reference to the closing sale price of the registrant's Common Stock
on the American Stock Exchange on such date: $55,399,427.
On March 15, 1996, the registrant had outstanding 4,426,357 shares of Common
Stock, par value $.10 per share, which is the registrant's only class of common
stock.
DOCUMENTS INCORPORATED BY REFERENCE:
None
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EXPLANATORY NOTE
This Amendment No. 2 on Form 10-K/A to the Annual Report on Form 10-K of Lumex,
Inc. (the "Company") for the fiscal year ended December 31, 1995: (a) amends
Item 8 of Part II solely to correct a typographical error in the date of the
Report of Independent Auditors and (b) amends Exhibit 23 of Item 14 of Part IV
solely to correct a typographical error in the Consent of Independent Auditors.
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PART II
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ITEM 8.
F-2
Report of Independent Auditors
Board of Directors and Stockholders
Lumex, Inc.
We have audited the accompanying consolidated balance sheets of Lumex, Inc. as
of December 31, 1995 and 1994, and the related consolidated statements of
operations, stockholders' equity, and cash flows for each of the three years in
the period ended December 31, 1995. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Lumex,
Inc. at December 31, 1995 and 1994, and the consolidated results of its
operations and its cash flows for each of the three years in the period ended
December 31, 1995, in conformity with generally accepted accounting principles.
/s/ ERNST & YOUNG LLP
Melville, New York
March 13, 1996, except for
Notes B and E, as to which
the date is April 4, 1996
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PART IV
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ITEM 14.
(a) The following documents are filed or incorporated by reference as a part of
this report:
(3) Exhibits
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23 Consent of Ernst & Young LLP (filed herewith).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
CYBEX International, Inc.
(f/k/a Lumex, Inc.)
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(Registrant)
By: /s/ Robert McNally
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Robert McNally
Chief Financial Officer and
Senior Vice President - Finance
Date: March 27, 1997
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EXHIBIT INDEX
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EXHIBIT NO. PAGE
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23 Consent of Ernst & Young LLP (filed herewith).
Exhibit 23
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Consent of Independent Auditors
We consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 2-79563) pertaining to the Incentive Stock
Option Plan of Lumex, Inc. dated September 29, 1982, the Registration
Statement (Form S-8 No. 33-46109) pertaining to the Charles E. Murcott
1982 Stock Option Plan, the Registration Statement (Form S-8 No. 33-
46110) pertaining to the Lumex, Inc. 1987 Stock Option Plan, the
Registration Statement (Form S-8 No. 33-48124) pertaining to the
Lumex, Inc. 1987 Stock Option Plan, the Registration Statement (Form
S-8 No. 33-59947) pertaining to the Lumex, Inc. 1995 Omnibus Incentive
Plan, and the Registration Statement (Form S-8 No. 33-59945)
pertaining to the Lumex, Inc. 1995 Stock Retainer Plan for Nonemployee
Directors of our report dated March 13, 1996, except for Notes B
and E, as to which the date is April 4, 1996, with respect to the
consolidated financial statements of Lumex, Inc. included in the
Annual Report (Form 10-K) for the year ended December 31, 1995.
/s/ ERNST & YOUNG LLP
Melville, New York
April 15, 1996
