<PAGE> 1
U.S. Securities and Exchange Commission
Washington, D. C. 20549
Form 10-KSB
(Mark One)
(X) ANNUAL REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (Fee Required)
For the fiscal year ended November 30, 1996
( ) TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 ( No Fee Required)
For the transition period from ________ to ________
Commission file number 0-5109
MICROPAC INDUSTRIES, INC.
DELAWARE 75-1225149
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
905 E. WALNUT STREET 75040
GARLAND, TEXAS (Zip Code)
Issuer's telephone number (972) 272-3571
Securities to be registered under Section 12 (b) of the Act:
<TABLE>
<CAPTION>
Title of each class Name of each exchange on which registered
<S> <C>
----------------------------- ------------------------------
----------------------------- ------------------------------
----------------------------- ------------------------------
----------------------------- ------------------------------
</TABLE>
Securities to be registered under Section 12 (g) of the Act:
COMMON STOCK $.10 par value
---------------------------
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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
----- -----
There is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. ( )
Revenues for its most recent fiscal year: $14,399,000
The aggregate market value of the voting stock held by non-affiliates computed
by the average bid and asked prices of such stock, as of a specified date
within the past 60 days, is not determined due to non-activity on the market
over the last 5 years.
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
The number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date was 3,627,151 as of November 30,
1996.
DOCUMENTS INCORPORATED BY REFERENCE
None
-1-
<PAGE> 2
PART I
Item 1. Business
Micropac Industries, Inc. (the "Company") manufactures and distributes various
types of hybrid microcircuits and optoelectronic components and assemblies.
The Company's products are used as components in a broad range of military and
industrial systems, including aircraft instrumentation and navigation systems,
power supplies, electronic controls and computers and medical devices.
The Company's products are either custom (being application specific circuits
designed and manufactured to meet the particular requirements of a single
customer) or standard, proprietary components such as catalog items. Custom-
designed components accounted for approximately 54.7% (51.8% in 1995) of the
Company's sales for the fiscal year ended November 30, 1996; standard
components accounted for approximately 45.3% (48.2% in 1995) of the Company's
sales for the fiscal year ended November 30, 1996.
In 1996, the Company's investment in technology, which was expensed, was
approximately $240,000 ($341,000 in 1995). The Company's research &
development expenditures were directed primarily toward long-term specific
customer requirements, some of which have future potential as Micropac
proprietary products, and product development and improvement associated with
Micropac's space level and other high reliability programs.
The Company's products are marketed throughout the United States and in Western
Europe. Approximately 9% of the sales for fiscal year 1996 (11% in 1995) were
to international customers. Sales to Western European customers are made by
independent representatives under the coordination of the Company's area sales
manager in Bremen, Germany. Domestic sales are made both by the Company's
sales personnel and by independent manufacturers' representatives.
The United States Government, through sales to the Department of Defense
("DOD") and NASA, is the single largest customer for the Company's products.
Sales to the United States Government, both directly and as a subcontract
supplier to various DOD and NASA general contractors, accounted for
approximately 64% of the Company's fiscal net sales in 1996 compared to 72% in
1995. During 1996, approximately 30.5% of the Company's sales were to two
major customers. Major customers accounted for 21.3% of the Company's sales
for 1995.
At November 30, 1996, the Company had a backlog of unfilled orders totaling
approximately $7,808,000 compared to approximately $8,317,000 at November 30,
1995. Of the November 30, 1996 backlog, approximately 66% is related to orders
from the DOD and NASA or its general contractors. The Company expects to
complete and ship most of its November 30, 1996 backlog during fiscal 1997.
The Company competes with two or more companies with respect to each of its
major products. Some of these competitors are larger and have greater capital
resources than the Company. However, management believes the Company's
competitive position to be favorable.
The Company's sales are not seasonal and operations are not adversely affected
by federal, state, or local environmental protection regulations.
The Company uses capacitors, active semiconductor devices (primarily in chip
form), hermetic packages, ceramic substrates, resistor inks, conductor pastes,
precious metals and other materials in its manufacturing operations. Except
for certain optoelectronic products, the Company does not manufacture the basic
parts or materials used in its products. The parts and raw materials for the
Company's products are available from numerous suppliers. The Company has not
experienced, and does not expect to experience, any significant shortages in
parts or raw materials.
The business was started in 1963 as a sole proprietorship. On March 3, 1969,
the Company was incorporated under the name of "Micropac Industries, Inc." in
the State of Delaware. Present control succeeded in 1974, and the stock is
publicly held by approximately 635 shareholders.
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<PAGE> 3
At November 30, 1996, the Company had 166 full-time employees (compared to 169
at November 30, 1995), of which 23 were executive and managerial employees, 26
were engineers and quality-control personnel, 26 were clerical and
administrative employees, and 71 were production personnel. None of the
Company's employees were covered by collective bargaining agreements.
Item 2. Properties
The Company occupies approximately 36,000 square feet of manufacturing,
engineering and office space in Garland, Texas. The Company owns 31,200 square
feet of that space and leases an additional 4,800 square feet. The Company
considers its facilities adequate for its current level of operations.
Item 3. Legal Proceedings
No material pending legal proceedings.
Item 4. Submission of Matters to a Vote of Security Holders
No matter was submitted for a vote by the Company's shareholders during the
quarter ended November 30, 1996.
PART II
Item 5. Market for the Registrant's Common Equity and Related Stockholder
Matters
No prices have been presented since there is no established public trading
market for the Company's common stock.
On November 30, 1996, there were approximately 635 shareholders of record of
the Company's common stock.
The Company has never paid dividends on its common stock and does not
anticipate paying dividends in the foreseeable future. The Company presently
intends to reinvest any earnings for use in the development of new products and
technologies for future growth and in order to remain competitive.
Item 6. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Liquidity and Capital Resources
The Company expects to generate adequate amounts of cash to meet its liquidity
needs from the sale of products and services and the collection of the
resulting accounts receivable, as well as bank borrowings and other
conventional means of financing.
Accounts receivable, net increased by approximately $376,000 during 1996,
primarily due to increased sales. Days sales in receivables were approximately
57 days in 1996 compared to 64 days in 1995.
The Company currently has no lines of credit due to the adequate liquidity
available from its current operations. The Company, as of November 30, 1996,
has approximately $304,000 invested in short-term Certificates of Deposit and
United States Treasury Bills compared to $508,000 on November 30, 1995.
The Company's management believes it will meet its 1997 capital requirements
through existing cash and short-term investments, internally generated funds,
and the renewal of the line of credit if needed. There were no significant
outstanding commitments for equipment purchases or improvements at November 30,
1996.
-3-
<PAGE> 4
Results of Operations 1996 vs 1995
Sales in 1996 were approximately $14,399,000, an increase of 25.7% compared to
1995 sales.
Cost of sales, as a percentage of net sales, was 72.2% in 1996 compared to
71.3% in 1995. The increase is due to increased material costs as a result of
the change in product mix. Research and development expense totaled $240,000
in 1996 compared to $341,000 in 1995. Most of the research and development
expense was concentrated on DC-DC Converter and Solid State Power Controller
development and development of the new 2N2222 and 2N2907 small signal
transistors and certain process improvements.
Selling, general, and administrative expenses increased approximately $160,000
due primarily to the addition of Area Sales Managers. This action was taken to
improve the Company's field sales activities and increase market penetration.
Selling, general, and administrative expenses were 19.1% of net sales in 1996
compared to 23% in 1995.
Earnings before taxes for fiscal 1996 were approximately $1,261,000, or 8.8% of
net sales, compared to $725,000, or 6.3% of net sales in fiscal 1995.
Net earnings were approximately $832,000, or $.23 per share, in 1996 versus
1995 net earnings of $443,000, or $.12 per share.
The Company's backlog at the end of 1996 was approximately $7,808,000 compared
to approximately $8,317,000 at November 30, 1995. The backlog decreased due to
(1) the Company beginning to ship on major contracts received in 1995, and (2)
reduced requirements from a major customer.
Item 7. Financial Statements
The financial statements listed below appear on pages 6 through 12 of this
Report. The Company is not required to furnish the Supplementary Data required
by Item 302 of Regulation S-K.
<TABLE>
<CAPTION>
Page No.
--------
<S> <C>
5 Report of Independent Public Accountants
6 Balance Sheets as of
November 30, 1996 and 1995
7 Statements of Income for the years ended
November 30, 1996 and 1995
8 Statements of Shareholders' Equity for the years
ended November 30, 1996 and 1995
9 Statements of Cash Flows for the years ended
November 30, 1996 and 1995
10 - 12 Notes to Financial Statements for the years ended
November 30, 1996 and 1995
17 Signatures
</TABLE>
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<PAGE> 5
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Shareholders of
Micropac Industries, Inc.:
We have audited the accompanying balance sheets of Micropac Industries, Inc. (a
Delaware corporation) as of November 30, 1996 and 1995, and the related
statements of income, shareholders' equity, and cash flows for the years then
ended. 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 financial statements referred to above present fairly, in
all material respects, the financial position of Micropac Industries, Inc. as
of November 30, 1996 and 1995, and the results of its operations and its cash
flows for the years then ended in conformity with generally accepted accounting
principles.
ARTHUR ANDERSEN LLP
Dallas, Texas
January 2, 1997
-5-
<PAGE> 6
MICROPAC INDUSTRIES, INC.
BALANCE SHEETS
AS OF NOVEMBER 30, 1996 AND 1995
(Dollars in thousands except per share amounts)
<TABLE>
<CAPTION>
ASSETS 1996 1995
------ -------- --------
<S> <C> <C>
CURRENT ASSETS:
Cash $ -- $ 213
Short-term investments 304 508
Receivables, net of allowance for doubtful accounts
of $70 in 1996 and $107 in 1995 2,373 1,997
Inventories, net:
Raw materials and supplies 2,136 1,551
Work-in-process 1,635 1,182
------- -------
Total inventories 3,771 2,733
Deferred income taxes 325 243
Prepaid expenses and other current assets 36 29
------- -------
Total current assets 6,809 5,723
PROPERTY, PLANT AND EQUIPMENT, at cost:
Land 80 80
Buildings 498 498
Facility improvements 695 649
Machinery and equipment 4,178 4,006
Furniture and fixtures 319 245
------- -------
Total property, plant and equipment 5,770 5,478
Less- Accumulated depreciation (4,514) (4,298)
------- -------
Net property, plant and equipment 1,256 1,180
------- -------
Total assets $ 8,065 $ 6,903
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
-------
CURRENT LIABILITIES:
Accounts payable $ 1,263 $ 866
Accrued payroll 286 298
Accrued professional fees 72 95
Income tax payable 220 110
Other accrued liabilities 173 291
------- -------
Total current liabilities 2,014 1,660
------- -------
DEFERRED INCOME TAXES 151 175
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Common stock, $.10 par value, authorized 10,000,000 shares,
3,627,151 outstanding at November 30, 1996 and 1995 363 363
Paid-in capital 885 885
Retained earnings 4,652 3,820
------- -------
Total shareholders' equity 5,900 5,068
------- -------
Total liabilities and shareholders' equity $ 8,065 $ 6,903
======= =======
</TABLE>
The accompanying notes are an integral part of these financial statements.
-6-
<PAGE> 7
MICROPAC INDUSTRIES, INC.
STATEMENTS OF INCOME
FOR THE YEARS ENDED NOVEMBER 30, 1996 AND 1995
(Dollars in thousands except per share amounts)
<TABLE>
<CAPTION>
1996 1995
----------- -----------
<S> <C> <C>
NET SALES $ 14,399 $ 11,445
COSTS AND EXPENSES:
Cost of sales 10,400 8,158
Selling, general and administrative expenses 2,751 2,591
Interest income (13) (29)
----------- -----------
Total costs and expenses 13,138 10,720
----------- -----------
Income before income taxes 1,261 725
PROVISION (BENEFIT) FOR INCOME TAXES:
Current 535 271
Deferred (106) 11
----------- -----------
Total provision for current and deferred taxes 429 282
----------- -----------
Net income $ 832 $ 443
=========== ===========
EARNINGS PER SHARE $ .23 $ .12
=========== ===========
WEIGHTED AVERAGE NUMBER OF SHARES 3,627,151 3,627,151
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-7-
<PAGE> 8
MICROPAC INDUSTRIES, INC.
STATEMENTS OF SHAREHOLDERS' EQUITY
FOR THE YEARS ENDED NOVEMBER 30, 1996 AND 1995
(Dollars in thousands)
<TABLE>
<CAPTION>
Common Paid-in Retained
Stock Capital Earnings Total
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
BALANCE, November 30, 1994 $ 363 $ 885 $ 3,377 $ 4,625
Net income -- -- 443 443
--------- --------- --------- ---------
BALANCE, November 30, 1995 363 885 3,820 5,068
Net income -- -- 832 832
--------- --------- --------- ---------
BALANCE, November 30, 1996 $ 363 $ 885 $ 4,652 $ 5,900
========= ========= ========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-8-
<PAGE> 9
MICROPAC INDUSTRIES, INC.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED NOVEMBER 30, 1996 AND 1995
(Dollars in thousands)
<TABLE>
<CAPTION>
1996 1995
------- -------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 832 $ 443
Adjustments to reconcile net income to
net cash provided by operating activities-
Depreciation and amortization 216 190
Changes in certain current assets and current liabilities:
Increase in receivables, net (376) (645)
Increase in inventories, net (1,038) (582)
Increase in prepaid expenses and other current assets (7) (2)
Decrease in income tax receivable -- 3
Increase in accounts payable and accrued liabilities 354 592
Changes in deferred income taxes (106) 11
------- -------
Total adjustments (957) (433)
------- -------
Net cash (used in) provided by operating activities (125) 10
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Changes in short-term investments 204 294
Additions to property, plant and equipment, net (292) (355)
------- -------
Net cash used in investing activities (88) (61)
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES -- --
------- -------
NET DECREASE IN CASH (213) (51)
------- -------
CASH AND CASH EQUIVALENTS, beginning of year 213 264
------- -------
CASH AND CASH EQUIVALENTS, end of year $ -- $ 213
======= =======
SUPPLEMENTAL CASH FLOW DISCLOSURES:
Cash paid for interest $ -- $ --
======= =======
Cash paid for income taxes, net of refunds received $ 301 $ 105
======= =======
</TABLE>
The accompanying notes are an integral part of these financial statements.
-9-
<PAGE> 10
MICROPAC INDUSTRIES, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED NOVEMBER 30, 1996 AND 1995
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Revenue Recognition -
Revenues are recorded as deliveries are made based upon contract prices.
Any losses anticipated on fixed price contracts are provided for
currently.
Short-Term Investments -
During 1995, the Company adopted SFAS No. 115, "Accounting for Certain
Investments in Debt and Equity Securities," which addresses the
accounting and reporting requirements for investments in equity and debt
securities. The effect of adopting SFAS No. 115 was not significant. The
short-term investments are classified as available-for- sale securities
and are reported at their approximate fair value as of November 30, 1996
and 1995.
Inventories -
Inventories are stated at lower of cost or market value and include
material, labor and manufacturing overhead. All inventories are valued
using the FIFO (first-in, first-out) method of inventory valuation.
Income Taxes -
Deferred income taxes are recorded for temporary differences between
financial and tax reporting.
Property, Plant and Equipment -
Property, plant and equipment are carried at cost, and depreciation is
provided using the straight-line method at rates based upon the following
useful lives (in years) of the assets:
<TABLE>
<S> <C>
Buildings 15
Facility improvements 8-15
Furniture and fixtures 5-8
Machinery and equipment 5-10
</TABLE>
Earnings Per Share -
Earnings per share are computed based upon the weighted average number
of shares outstanding during the year.
Use of Estimates-
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
2. NOTES PAYABLE TO BANKS:
None
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<PAGE> 11
3. RELATED PARTIES:
The Company leases a building from the Company's President; such lease expires
on December 31, 1999, at which time it is expected to be renewed under similar
terms and conditions. Amounts paid under this lease were approximately $33,000
in 1996 and $32,000 in 1995.
4. LEASE COMMITMENTS:
Rent expense for the years ended November 30, 1996 and 1995, was approximately
$39,000 and $36,000, respectively.
Future minimum lease payments under noncancelable operating leases for office
and manufacturing space with remaining terms in excess of one year are
approximately:
<TABLE>
<S> <C>
1997 $33,000
1998 33,000
1999 33,000
2000 3,000
</TABLE>
5. EMPLOYEE BENEFITS:
The Company sponsors an Employees' Profit Sharing Plan and Trust (the "Plan").
Pursuant to section 401(k) of the Internal Revenue Code, the Plan is available
to substantially all employees of the Company. Employee contributions to the
Plan are matched by the Company at amounts up to 6% of the participant's
salary. Contributions made by the Company were approximately $119,000 in 1996
and $99,000 in 1995. Employees become vested at 20% after 3 years and 100%
after seven years. The Company matches 100% of the employee contribution in
anticipation that the employee will be with the Company the full seven years.
If the employee leaves the Company prior to being fully vested, the unvested
portion of the Company's contributions are forfeited and such forfeitures are
used to lower future Company contributions.
The Company does not offer other post-retirement benefits to its employees.
6. INCOME TAXES:
The Company accounts for its income taxes according to Statement of Financial
Accounting Standards No. 109, Accounting for Income Taxes ("SFAS No. 109").
The income tax provision consisted of the following for the years ended
November 30, 1996 and 1995:
<TABLE>
<CAPTION>
1996 1995
--------- ---------
<S> <C> <C>
Current Provision:
Federal $ 447,000 $ 228,000
State 88,000 43,000
--------- ---------
535,000 271,000
Deferred Provision (Benefit):
Federal (106,000) 11,000
--------- ---------
Total $ 429,000 $ 282,000
========= =========
</TABLE>
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<PAGE> 12
The provision for income taxes differs from that computed at the federal
statutory corporate tax rate as follows:
<TABLE>
<CAPTION>
1996 1995
--------- ---------
<S> <C> <C>
Tax at 34% statutory rate $ 428,000 $ 247,000
State income taxes, net of federal benefit 58,000 28,000
Other (57,000) 7,000
--------- ---------
Income tax provision $ 429,000 $ 282,000
========= =========
</TABLE>
The components and changes in deferred tax assets and liabilities were as
follows:
<TABLE>
<CAPTION>
Deferred
(Provision)
November 30, 1995 Benefit November 30, 1996
----------------- ------------ -----------------
<S> <C> <C> <C>
Current Deferred Tax Assets
Allowance for doubtful accounts $ 39,000 $ (13,000) $ 26,000
Inventory 95,000 109,000 204,000
Accrued liabilities and other 109,000 (14,000) 95,000
------------ ------------ ------------
Net current deferred tax $ 243,000 $ 82,000 $ 325,000
============ ============ ============
Noncurrent Deferred Tax Liabilities
Depreciation and other $ 175,000 24,000 $ 151,000
------------ ------------ ------------
Net noncurrent deferred tax $ 175,000 $ 151,000
============ ============
Deferred tax benefit $ 106,000
============
</TABLE>
7. SIGNIFICANT CUSTOMER INFORMATION:
The Company's primary line of business relates to the design, manufacture, and
sale of hybrid microcircuits and optoelectronic components and assemblies.
Sales result primarily from subcontracts with customers for ultimate production
and delivery to the United States Government. Sales directly to the United
States Government or primary contractors accounted for 64% of total sales in
1996 and 72% of total sales in 1995. Customer credit is granted and maintained
for both United States and European customers by the Corporate Accounting
Department in Garland, Texas. During 1996, approximately 30.5% of the
Company's sales were to two major customers. These customers accounted for
19.8% and 10.7%, respectively, of the Company's sales for 1996. During 1995,
approximately 21.3% of the Company's sales were to two major customers. These
customers accounted for 10.8% and 10.5%, respectively, of the Company's sales
for 1995.
-12-
<PAGE> 13
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None
PART III
Item 9. Directors & Executive Officers Of The Registrant
The following table contains information regarding the Company's directors who
are currently serving one-year terms:
<TABLE>
<CAPTION>
Position(s)
Name Age With the Company Director Since
- ---- --- ---------------- --------------
<S> <C> <C> <C>
Nicholas Nadolsky 63 Chairman of the May 1974
Board, Chief Executive
Officer and Director
H. Kent Hearn 61 Director February 1983
William J. Holt 75 Director February 1983
James K. Murphey 54 Director March 1990
</TABLE>
NICHOLAS NADOLSKY has served as Chairman of the Board and Chief Executive
Officer of the Company since 1974.
H. KENT HEARN is employed as a stockbroker by Milkie Ferguson. Mr. Hearn was
formerly employed as a stockbroker by Harris Securities.
WILLIAM J. HOLT is a private investor and former President of CIM Systems,
Inc., a technical consulting firm in Dallas, Texas. Mr. Holt resigned
effective November 18, 1996.
JAMES K. MURPHEY is an attorney with the firm of Secore and Walker, L.L.P. in
Dallas, Texas. Prior to November 1996, Mr. Murphey was an attorney with Glast,
Phillips & Murray, P.C. in Dallas, and prior to May of 1993 Mr. Murphey was in
private practice of law in Dallas, Texas, and a member of the law firm
McCauley, Macdonald, Love & Devin.
The Board of Directors held four meetings during the year ended November 30,
1996.
The Board of Directors functions as a committee as a whole, and therefore does
not have separate audit, nominating or compensation committees.
The following table contains information regarding the Company's executive
officers:
<TABLE>
<CAPTION>
Position(s) Date of
Name Age With the Company Employment
- ---- --- ---------------- --------------
<S> <C> <C> <C>
Nicholas Nadolsky 63 Chairman of the Board May 1974
Chief Executive Officer
Connie Wood 57 Vice President February 1969
</TABLE>
None of the individuals named in the table other than Nicholas Nadolsky holds
any position with the Company pursuant to any contractual or other special
arrangement. There are no family relationships between any of the Company's
executive officers. Prior to September 20, 1996, Richard T. Schlueter had been
employed as Vice President and had been with the Company since October 1973.
Mr. Schlueter
-13-
<PAGE> 14
joined the Company as Marketing Manager and was elected a Vice President.
Although Mr. Schlueter retired from the Company, he is still available on a
consulting basis, as needed.
Mr. Nadolsky has been employed as the Company's Chairman of the Board and Chief
Executive Officer since May 1974, pursuant to employment agreements which have
been amended and renewed. The present agreement is for three years effective
March 1, 1994, and annually thereafter from year to year until canceled by
either party.
Connie J. Wood joined the Company in February 1969 as Secretary to the
President and Manager of Personnel. Mrs. Wood became Product Line Manager for
the Company's Optoelectronics Product Line in August 1981 and was promoted to
Vice President in August 1984.
Item 10. Executive Compensation:
The Company maintains a Family Medical Reimbursement Plan for the benefit of
its executive officers and their dependents. The Plan is funded through a
group insurance policy issued by an independent carrier and provides for
reimbursement of 100% of all bona fide medical and dental expenses that are not
covered by other medical insurance plans. During the fiscal year ended
November 30, 1996, Mr. Nadolsky received no reimbursement under the Plan.
In July 1984, the Company adopted an Employees Profit Sharing Plan and Trust
(the "Plan") pursuant to Section 401(k) of the Internal Revenue Code. The
Plan's benefits are available to all Company employees who are at least 18
years of age and have completed at least six months of service to the Company
as of the beginning of a Plan year. Plan participants may elect to defer up to
15% of their total compensation as their contributions, or up to the maximum
allowed by the Internal Revenue Code Section 401(k). The Company currently
matches their contributions up to a maximum of 6% of their total compensation.
A participant's benefits vest to the extent of 20% after three years of
eligible service and become fully vested at the end of seven years.
During the fiscal year ended November 30, 1996, the Company made contributions
to the Plan for Mr. Nadolsky in the amount of $9,069 and $5,748 for Mrs. Wood.
The following table shows all cash compensation paid to, or accrued and vested
for, the account of Mr. Nicholas Nadolsky, Chairman of the Board and Chief
Executive Officer, and Connie Wood, Vice President.
<TABLE>
<CAPTION>
Name Capacities in Salaries and Insurance and
of Individual Which Served Director Fees 401(k) Plan
- -------------- ------------ ------------- -----------
<S> <C> <C> <C>
Nicholas Nadolsky (1) (2) Chairman of the
Board/CEO $301,924 $ 9,069
Connie Wood Vice President 102,427 6,901
All Directors and
Officers as a group
(Six persons)(2)(3) $494,574 $23,272
</TABLE>
(1) In accordance with the terms of the employment agreement, the Company
paid Mr. Nadolsky a salary of $299,924 during the fiscal year ended 1996.
(2) Directors receive a fee of $500 for each board meeting they attend.
Directors' fees paid in fiscal 1996 are included in the foregoing table.
Four board meetings were held in the 1996 fiscal year.
(3) Included in wages paid to all directors and officers is the salary and
insurance payments for Richard Schlueter. Mr. Schlueter formally retired
from the company on September 20, 1996.
-14-
<PAGE> 15
Item 11. Security Ownership Of Certain Beneficial Owners & Management
The following table shows the number and percentage of shares of the Company's
common stock beneficially owned as of November 30, 1996: (a) by each person
known by the Company to own 5% or more of the outstanding common stock, (b) by
each director, and (c) by all officers and directors as a group.
<TABLE>
<CAPTION>
Name and Address Number of Shares
of Beneficial Beneficially Percent of
Owner Owned (1) Class (2)
----------------------------- -------------------- -------------------
<S> <C> <C>
Heinz-Werner Hempel 1,952,577 53.8%
Hanseatische Waren-
Gesellschaft MBH & Co., KG
AM Wall 127
28195 Bremen
Federal Republic of Germany
Nicholas Nadolsky (3) 1,048,836 28.9%
1322 Briar Hollow
Garland, Texas 75042
H. Kent Hearn (3) 3,500 Less than .1%
1907 Briar Hollow
Garland, Texas 75043
William J. Holt (3) -0- -
800 Chisholm Trail, #6
Salado, Texas 76751
All officers and 1,138,336 31.3%
directors as a group
(6 persons)
</TABLE>
(1) Except as indicated in Item 12, all shares are owned directly, and the
Company's management believes that each record owner has sole voting
and investment power.
(2) Calculated on the basis of the 3,627,151 outstanding shares. There are
no options, warrants or convertible securities outstanding.
(3) A director of the Company. Nicholas Nadolsky, H. Kent Hearn, and James
K. Murphey are existing directors of the Company and each have been
nominated for re-election at the annual shareholders meeting to be held
February 18, 1996. William J. Holt, a director for many years, has
submitted his resignation effective November 18, 1996. Heinz-Werner
Hempel, majority shareholder of the Company, will be nominated as a
replacement for William J. Holt.
Item 12. Certain Relationships And Related Transactions
Since 1980, the Company has leased a 4,800 square-foot building from Mr.
Nadolsky which is used primarily for manufacturing. Effective January 1, 1995,
the Company elected to extend the term of this lease for a five-year period.
The renewal option allows for an increase based on changes in the consumer
price index using 1994 as a base year. The rental paid to Mr. Nadolsky
pursuant to this lease was approximately $33,000 for the fiscal year ended
November 30, 1996.
-15-
<PAGE> 16
Effective June 26, 1989, Mr. Nadolsky and the majority stockholder entered into
a shareholders' agreement whereby they agreed that their shares of the
Company's common stock would be jointly voted. This agreement further provides
that if either party receives an offer to purchase his shares of stock, neither
party will sell such stock unless both agree that such sale is in the best
interest of the Company; if they do not agree, neither of them shall sell such
stock. Either party also has the right to give each other the option to
terminate the agreement by offering to purchase the other's shares.
The shares owned by Mr. Nadolsky and Mr. Hempel constitute 82.7% of the
Company's stock as of November 30, 1996.
Item 13. Exhibits And Reports On Form 8-K
(a) The following financial statements of the Company are included in Item
7.
Report of Independent Public Accountants
Balance Sheets as of November 30, 1996 and 1995.
Statements of Income for the years ended November 30, 1996 and
1995.
Statements of Shareholders' Equity for the years ended November
30, 1996 and 1995.
Statements of Cash Flows for the years ended November 30, 1996
and 1995.
Notes to Financial Statements for the years ended November 30,
1996 and 1995.
(b) The Company did not file any current reports on Form 8-K during the
quarter ended November 30, 1996.
-16-
<PAGE> 17
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
MICROPAC INDUSTRIES, INC.
By: /S/ Nicholas Nadolsky
------------------------------
Nicholas Nadolsky, President
and Chairman of the Board
(Principal Executive Officer)
By: /S/ Dave E. Hendon
------------------------------
Dave Hendon, Controller and
Principal Accounting Officer
Dated: January 21, 1997
---------------------
Pursuant to the requirements of the Securities and Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on January 7, 1997.
/S/ Nicholas Nadolsky /S/ H. Kent Hearn
- ---------------------------- ----------------------------
Nicholas Nadolsky, Director H. Kent Hearn, Director
/S/ James K. Murphey
- ----------------------------
James K. Murphey, Director
-17-
<PAGE> 18
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
27 - Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> NOV-30-1996
<PERIOD-START> DEC-01-1995
<PERIOD-END> NOV-30-1996
<CASH> 0
<SECURITIES> 304,000
<RECEIVABLES> 2,443,000
<ALLOWANCES> 70,000
<INVENTORY> 3,771,000
<CURRENT-ASSETS> 6,809,000
<PP&E> 5,770,000
<DEPRECIATION> 4,514,000
<TOTAL-ASSETS> 8,065,000
<CURRENT-LIABILITIES> 2,014,000
<BONDS> 0
0
0
<COMMON> 363,000
<OTHER-SE> 5,537,000
<TOTAL-LIABILITY-AND-EQUITY> 8,065,000
<SALES> 14,399,000
<TOTAL-REVENUES> 14,399,000
<CGS> 10,400,000
<TOTAL-COSTS> 10,400,000
<OTHER-EXPENSES> 2,738,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1,261,000
<INCOME-TAX> 429,000
<INCOME-CONTINUING> 832,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 832,000
<EPS-PRIMARY> .23
<EPS-DILUTED> .23
</TABLE>
