<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, 1997
( ) 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:
Title of each class Name of each exchange on which registered
------------------------------ -----------------------------------------
------------------------------ -----------------------------------------
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: $14,722,000
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, 1997.
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, space
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 50% (54.7% in 1996) of
the Company's sales for the fiscal year ended November 30, 1997; standard
components accounted for approximately 50% of the Company's sales for the fiscal
year ended November 30, 1997 (45.3% in 1996).
In 1997, the Company's investment in technology, which was expensed, was
approximately $755,000 ($240,000 in 1996). 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 10% of the sales for fiscal year 1997 (9% in 1996) 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 Company's major customers include contractors to the United States
government. Sales to these customers for Department of Defense (DOD) and
National Aeronautics and Space Administration (NASA) contracts accounted for
approximately 67.5% of the Company's fiscal net sales in 1997 compared to 64% in
1996.
During 1997, 25.2% of the Company's sales were to two major customers (14.9% and
10.3%, respectively).
At November 30, 1997, the Company had a backlog of unfilled orders totaling
approximately $7,062,000 compared to approximately $7,808,000 at November 30,
1996. Of the November 30, 1997, backlog, approximately 50% of the orders are for
defense or space related programs. The Company expects to complete and ship most
of its November 30, 1997, backlog during fiscal 1998.
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 615 shareholders.
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<PAGE> 3
At November 30, 1997, the Company had 165 full-time employees (compared to 166
at November 30, 1996), of which 20 were executive and managerial employees, 30
were engineers and quality-control personnel, 24 were clerical and
administrative employees, and 91 were production personnel. None of the
Company's employees were covered by collective bargaining agreements.
The Company has assessed and continues to assess the impact of the Year 2000
Issue on its reporting systems and operations. The Year 2000 Issue exists
because many computer systems and applications currently use two-digit date
fields to designate a year. As the century date occurs, date-sensitive systems
will recognize the Year 2000 as 1900 or not at all. This inability to recognize
or properly treat the Year 2000 may cause our systems to process critical
financial and operational information incorrectly. The Company does not estimate
that its future expenditures related to the Year 2000 exposure will be material.
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, 1997.
PART II
Item 5. Market for the Registrant's Common Equity and Related Stockholder
Matters
On November 30, 1997, there were approximately 615 shareholders of record of the
Company's common stock. No prices have been presented since there is no
established public trading market for 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
Although the Company has an established line of credit with a banking
institution in the amount of $2,000,000 for operating activities, the Company
expects to generate adequate amounts of cash to meet its liquidity needs from
the sale of products and services and the collection thereof .
Accounts receivable net, increased by approximately $39,000 during 1997. Days
sales in receivables were approximately 56 days in 1997 compared to 57 days in
1996.
The Company, as of November 30, 1997, has approximately $1,543,000 invested in
short-term and long-term (one year or less) certificates of deposit, compared to
$304,000 on November 30, 1996.
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<PAGE> 4
The Company's management believes it will meet its 1998 capital requirements
through existing cash and short-term and long-term investments, internally
generated funds, and the renewal of the line of credit in 1998 if needed. There
were no significant outstanding commitments for equipment purchases or
improvements at November 30, 1997.
Results of Operations 1997 vs. 1996
Sales in 1997 were approximately $14,722,000, an increase of 2.2% compared to
1996 sales.
Cost of sales, as a percentage of net sales, was 72.9% in 1997 compared to 72.2%
in 1996. The increase is due to changes in product mix and increased research
and development. Research and development expense totaled $755,000 in 1997
compared to $240,000 in 1996. Most of the research and development expense was
concentrated on Solid State Thermostat Controller and Quad Relay development and
development of the new 2N2222 and 2N2907 Small Signal Transistors and certain
process improvements.
Selling, general, and administrative expenses decreased approximately $130,000
due primarily to reduced travel expenses and decreased staff. Selling, general,
and administrative expenses were 17.8% of net sales in 1997 compared to 19.1% in
1996.
Earnings before taxes for fiscal 1997 were approximately $1,405,000, or 9.5% of
net sales, compared to $1,260,000, or 8.8% of net sales in fiscal 1996.
Net earnings were approximately $917,000, or $.25 per share, in 1997 versus 1996
net earnings of $832,000, or $.23 per share.
The Company's backlog at the end of 1997 was approximately $7,062,000 compared
to approximately $7,808,000 at November 30, 1996. The backlog decreased due to
shipments on major contracts received in 1995 and 1996, and new orders not
keeping pace with shipments.
Item 7. Financial Statements
The financial statements listed below appear on pages 6 through 9 of this
Report. The Company is not required to furnish the Supplementary Data required
by Item 302 of Regulation S-K.
Page No.
--------
5 Report of Independent Public Accountants
6 Balance Sheets as of
November 30, 1997 and 1996
7 Statements of Income for the years ended November 30,
1997 and 1996
8 Statements of Shareholders' Equity for the years
ended November 30, 1997 and 1996
9 Statements of Cash Flows for the years ended November
30, 1997 and 1996
10 - 13 Notes to Financial Statements for the years ended
November 30, 1997 and 1996
18 Signatures
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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, 1997 and 1996, 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, 1997 and 1996, 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,
December 31, 1997
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<PAGE> 6
MICROPAC INDUSTRIES, INC.
BALANCE SHEETS
AS OF NOVEMBER 30, 1997 AND 1996
(Dollars in thousands except per share amounts)
<TABLE>
<CAPTION>
ASSETS 1997 1996
------ -------- --------
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 106 -
Short-term investments 1,543 304
Receivables, net of allowance for doubtful accounts
of $94 in 1997 and $70 in 1996 2,412 2,373
Inventories, net:
Raw materials and supplies 1,560 2,136
Work-in-process 1,148 1,635
------- -------
Total inventories 2,708 3,771
Deferred income taxes 302 325
Prepaid expenses and other current assets 63 36
--------- ---------
Total current assets 7,134 6,809
PROPERTY, PLANT, AND EQUIPMENT, at cost:
Land 80 80
Buildings 498 498
Facility improvements 695 695
Machinery and equipment 4,335 4,178
Furniture and fixtures 380 319
-------- --------
Total property, plant, and equipment 5,988 5,770
Less- Accumulated depreciation (4,664) (4,514)
-------- -------
Net property, plant, and equipment 1,324 1,256
------- -------
Total assets $8,458 $8,065
====== ======
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 807 $1,263
Accrued payroll 342 286
Accrued professional fees 65 72
Income tax payable 110 220
Other accrued liabilities 226 173
-------- --------
Total current liabilities 1,550 2,014
------- -------
DEFERRED INCOME TAXES 91 151
COMMITMENTS AND CONTINGENCIES (Note 4) - -
SHAREHOLDERS' EQUITY:
Common stock, $.10 par value, authorized 10,000,000 shares,
3,627,151 outstanding at November 30, 1997 and 1996 363 363
Paid-in capital 885 885
Retained earnings 5,569 4,652
------- -------
Total shareholders' equity 6,817 5,900
------- -------
Total liabilities and shareholders' equity $8,458 $8,065
====== ======
</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, 1997 AND 1996
(Dollars in thousands except per share amounts)
<TABLE>
<CAPTION>
1997 1996
------------ ------------
<S> <C> <C>
NET SALES $ 14,722 $ 14,399
COSTS AND EXPENSES:
Cost of sales 10,736 10,400
Selling, general, and administrative expenses 2,621 2,751
Interest income (40) (13)
------------ ------------
Total costs and expenses 13,317 13,138
------------ ------------
Income before income taxes 1,405 1,261
PROVISION (BENEFIT) FOR INCOME TAXES:
Current 525 535
Deferred (37) (106)
------------ ------------
Total provision for current and deferred taxes 488 429
------------ ------------
Net income $ 917 $ 832
============ ============
EARNINGS PER SHARE $ .25 $ .23
============ ============
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, 1997 AND 1996
(Dollars in thousands)
<TABLE>
<CAPTION>
Common Paid-in Retained
Stock Capital Earnings Total
------ ------- -------- -------
<S> <C> <C> <C> <C>
BALANCE, November 30, 1995 $363 $885 $3,820 $5,068
Net income for 1996 - - 832 832
------ ------- -------- -------
BALANCE, November 30, 1996 363 885 4,652 5,900
Net income for 1997 - - 917 917
------ ------- -------- -------
BALANCE, November 30, 1997 $363 $885 $5,569 $6,817
====== ======= ======== =======
</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, 1997 AND 1996
(Dollars in thousands)
<TABLE>
<CAPTION>
1997 1996
------- -------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 917 $ 832
Adjustments to reconcile net income to
net cash provided by (used in) operating activities:
Depreciation and amortization 150 216
Deferred tax provision (benefit) (37) (106)
Changes in certain current assets and current liabilities:
Increase in receivables, net (39) (376)
Decrease (increase) in inventories, net 1,063 (1,038)
Increase in prepaid expenses and other assets (27) (7)
(Decrease) increase in accounts payable and accrued liabilities (464) 354
------- -------
Total adjustments 646 (957)
------- -------
Net cash provided by (used in) operating activities 1,563 (125)
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Changes in short-term investments (1,239) 204
Additions to property, plant, and equipment, net (218) (292)
------- -------
Net cash used in investing activities (1,457) (88)
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES - -
------- -------
NET INCREASE (DECREASE) IN CASH 106 (213)
------- -------
CASH AND CASH EQUIVALENTS, beginning of year - 213
------- -------
CASH AND CASH EQUIVALENTS, end of year $ 106 $ -
======= =======
SUPPLEMENTAL CASH FLOW DISCLOSURES:
Cash paid for interest $ - $ -
======= =======
Cash paid for income taxes, net of refunds received $ 654 $ 301
======= =======
</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, 1997 AND 1996
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-
Short-term investments include certificates of deposits with original
maturities greater than 90 days. These investments are reported at
historical cost which approximates fair market value as of November 30,
1997 and 1996.
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>
During the year ended November 30, 1997, the Company adopted Statement
of Financial Accounting Standards No. 121 ("SFAS 121") -"Accounting for
the Impairment of Long Lived Assets and for Long-Lived Assets to be
Disposed Of." SFAS No. 121 requires that long-lived assets and certain
identifiable intangibles held and used by an entity be reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable.
Adoption of this statement did not have a material impact on the
Company's financial statements.
Earnings Per Share-
Earnings per share are computed based upon the weighted average number
of shares outstanding during the year.
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<PAGE> 11
The Company is required to adopt Statement of Financial Accounting
Standards No. 128 ("SFAS No. 128") - "Earnings Per Share" in fiscal
1998. SFAS No. 128 established standards for computing and presenting
earnings per share (EPS) and applies to entities with publicly held
common stock or potential common stock. SFAS NO. 128 simplifies the
standards for computing EPS and makes them comparable to international
EPS. It replaces the presentation of primary EPS with a presentation
of basic EPS. It also requires dual presentation of basic and diluted
EPS on the face of the income statement for all entities with complex
capital structures and requires a reconciliation of the numerator and
denominator of the basic EPS computation to the numerator and
denominator of the diluted EPS computation. Adoption of this statement
should have no impact on the Company's fiscal 1998 financial
statements.
Use of Estimates-
The preparation of financial statements in conformity with general
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:
The Company entered into a line of credit agreement with a bank which provides a
$2 million line of credit. The interest rate is equal to the prime rate, which
at November 30, 1997, was 8.5%. The line of credit expires March 31, 1998. As of
November 30, 1997, there were no loans outstanding under the line of credit
agreement.
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 $34,000
in 1997 and $33,000 in 1996.
4. LEASE COMMITMENTS:
Rent expense for the years ended November 30, 1997 and 1996, was approximately
$39,000 for both years.
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>
1998 $35,000
1999 $35,000
2000 $ 2,900
</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 $139,000 in 1997 and
$119,000 in 1996. Employees become vested at 20% after three 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.
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<PAGE> 12
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 Standard No. 109, "Accounting for Income Taxes."
The income tax provision consisted of the following for the years ended November
30, 1997 and 1996:
<TABLE>
<CAPTION>
1997 1996
-------- --------
<S> <C> <C>
Current Provision-
Federal $443,000 $447,000
State 82,000 88,000
-------- --------
525,000 535,000
Deferred Benefit-
Federal (37,000) (106,000)
-------- --------
Total $488,000 $429,000
======== ========
</TABLE>
The provision for income taxes differs from that computed at the federal
statutory corporate tax rate as follows:
<TABLE>
<CAPTION>
1997 1996
-------- --------
<S> <C> <C>
Tax at 34% statutory rate $478,000 $428,000
State income taxes, net of federal
benefit 54,000 58,000
Other (44,000) (57,000)
-------- --------
Income tax provision $488,000 $429,000
======== ========
</TABLE>
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<PAGE> 13
The components and changes in deferred tax assets and liabilities were as
follows:
<TABLE>
<CAPTION>
Deferred
(Provision)
November 30, 1996 Benefit November 30, 1997
----------------- ----------- -----------------
<S> <C> <C> <C>
Current Deferred Tax Assets-
Allowance for doubtful accounts $ 26,000 $ 9,000 $ 35,000
Inventory 204,000 (56,000) 148,000
Accrued liabilities and other 95,000 24,000 119,000
--------- -------- ---------
Net current deferred tax $ 325,000 $ 302,000
========= =========
Noncurrent Deferred Tax Liabilities-
Depreciation and other $ 151,000 60,000 $ 91,000
--------- -------- ---------
Net noncurrent deferred tax $ 151,000 $ 91,000
========= =========
Deferred tax benefit $ 37,000
========
</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 to these primary contractors for
defense and space related contracts accounted for 67.5% of total sales in 1997
and 64% of total sales in 1996. Customer credit is granted and maintained for
both United States and European customers by the Corporate Accounting Department
in Garland, Texas. During 1997, approximately 25.2% of the Company's sales were
to two major customers. These customers accounted for 14.9% and 10.3%,
respectively, of the Company's sales for 1997.
-13-
<PAGE> 14
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 64 Chairman of the May 1974
Board, Chief Executive
Officer and Director
H. Kent Hearn 62 Director February 1983
James K. Murphey 54 Director March 1990
Heinz Werner-Hempel 69 Director February 1996
</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.
JAMES K. MURPHEY is an attorney with the firm of Secore & Waller, 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 1993 Mr. Murphey was in
private practice of law in Dallas, Texas, and a member of the law firm McCauley,
Macdonald, Love & Devin.
Heinz-Werner Hempel is Chief Operating Officer of Hanseatische Waren
Handels-Gesellschaft MBH & CO. KG, Bremen, Germany.
The Board of Directors held 4 meetings during the year ended November 30, 1997.
The Board of Directors functions as a committee as a whole, and therefore does
not have a 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 Director Since
- ---- --- ---------------- --------------
<S> <C> <C> <C>
Nicholas Nadolsky 64 Chairman of the Board, May 1974
Chief Executive Officer
Connie Wood 58 Vice President February 1969
</TABLE>
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<PAGE> 15
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.
Mr. Nadolsky has been employed as the Chairman of the Board and Chief Executive
Officer since May 1974, pursuant to employment agreements which have been
periodically amended and renewed. The present agreement provides that if the
Company elects to terminate the employment agreement prior to March 1, 1999, for
reasons other than Mr. Nadolsky's inability or unwillingness to perform his
obligations, the Company is obligated to pay Mr. Nadolsky his salary for
eighteen (18) months after the date of termination.
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
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, 1997, the Company made contributions
to the Plan for Mr. Nadolsky in the amount of $9,500 and to Ms. Wood in the
amount of $6,540.
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 Insurance and
of Individual Which Served Year Salaries 401(k) Plan
- -------------- ------------ ---- -------- -------------
<S> <C> <C> <C> <C>
Nicholas Nadolsky (1) (2) Chairman of the
Board/CEO 1997 $305,936 $9,500
1996 299,924 9,069
1995 290,639 9,470
Connie Wood Vice President 1997 $109,000 $6,540
1996 102,427 5,748
</TABLE>
(1) In accordance with the terms of the employment agreement, the Company paid
Mr. Nadolsky a salary of $305,937 during the fiscal year ended 1997.
(2) Directors receive a fee of $500 for each board meeting they attend. Four
(4) board meetings were held in the 1997 fiscal year.
-15
<PAGE> 16
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, 1997: (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 (3) 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
All officers and 3,010,913 83.0%
directors as a group
(5 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, Heinz-Werner Hempel, H. Kent
Hearn and James K. Murphey are existing directors of the Company and each
has been nominated for re-election at the annual shareholders meeting to
be held February 26, 1998.
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 $34,116.00 for the fiscal year ended November 30,
1997.
-16-
<PAGE> 17
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, 1997.
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, 1997 and 1996.
Statements of Income for the years ended November 30, 1997 and 1996.
Statements of Shareholders' Equity for the years ended November 30,
1997 and 1996.
Statements of Cash Flows for the years ended November 30, 1997 and 1996.
Notes to Financial Statements for the years ended November 30, 1997 and
1996.
(b) The Company did not file any current reports on Form 8-K during the quarter
ended November 30, 1997.
-17-
<PAGE> 18
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: __________________
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 ______________, 1998.
/s/ NICHOLAS NADOLSKY /s/ DAVE E. HENDON
- -------------------------- --------------------------
Nicholas Nadolsky, Director H. Kent Hearn, Director
/s/ JAMES K. MURPHEY
- -------------------------- --------------------------
James K. Murphey, Director
-18-
<PAGE> 19
INDEX TO EXHIBITS
Number Description
- ------ -----------
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> NOV-30-1997
<PERIOD-START> DEC-01-1996
<PERIOD-END> NOV-30-1997
<CASH> 106,000
<SECURITIES> 1,543,000
<RECEIVABLES> 2,506,000
<ALLOWANCES> 94,000
<INVENTORY> 2,708,000
<CURRENT-ASSETS> 7,134,000
<PP&E> 5,988,000
<DEPRECIATION> 4,664,000
<TOTAL-ASSETS> 8,458,000
<CURRENT-LIABILITIES> 1,550,000
<BONDS> 0
0
0
<COMMON> 363,000
<OTHER-SE> 6,454,000
<TOTAL-LIABILITY-AND-EQUITY> 8,458,000
<SALES> 14,722,000
<TOTAL-REVENUES> 14,722,000
<CGS> 10,736,000
<TOTAL-COSTS> 13,317,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1,405,000
<INCOME-TAX> 488,000
<INCOME-CONTINUING> 917,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 917,000
<EPS-PRIMARY> .25
<EPS-DILUTED> 0
</TABLE>
