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FORM 10-K/A/2
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
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ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1994
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
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EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ______________to_______________
Commission File No. 0-13715
VITRONICS CORPORATION
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(Exact name of registrant as specified in its charter)
COMMONWEALTH OF MASSACHUSETTS 04-2726873
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1 FORBES ROAD, NEWMARKET, NH 03857
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (603)659-6550
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, $.01 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 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
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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 statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
The aggregate market value of the voting stock held by non-affiliates of
the registrant as of March 9, 1995, was $10,856,702.00
Number of shares outstanding of the registrant's Common Stock, $.01 par
value as of March 9, 1995: 7,552,488 shares.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Company's definitive proxy statement for the 1995 Annual
Meeting of Shareholders are incorporated by reference into Part III.
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EXHIBIT INDEX PAGE NO.
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10.29 Loan Agreement between the Company and NEGF
dated January 13, 1994 (16)
10.30 Security Agreement between the Company and NEGF
dated January 13, 1994 (16)
10.31 Underwriters Common Stock Purchase Warrant issued to
Barclay Investments Inc. dated December 15, 1992 (16)
10.32 Common Stock Purchase Warrant for 125,000 Shares issued
to Barclay Investments Inc. dated October 1, 1993 (16)
11.1 Calculation of Net Income Per Common Share 31
16 Letter from Deloitte & Touche regarding change of Accountant (13)
21.1 Subsidiaries of the registrant 32
23.1 Consent of Coopers & Lybrand, LLP
99.1 Directors and Officers Liability Policy and Company
reimbursement (4)
99.2 Complaint regarding Conceptronic Patent Litigation (14)
99.3 Conceptronic's response to the Complaint (14)
99.4 Conceptronic's Counterclaim (14)
99.5 Vitronics' response to Conceptronic's Counterclaim (14)
99.6 Order of the United States District Court concerning
Conceptronic Patent Litigation (11)
99.7 Correspondence concerning the Vitronics Europe Limited lease (11)
99.8 Conceptronic's Counterclaim Summary Judgment (16)
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(1) Articles of Amendment filed on August 17, 1987 are hereby incorporated by
reference from Exhibits to Annual Report on Form 10-K (File No. 0-13715)
filed by the Company with the Securities and Exchange Commission on March
31, 1988. The balance of Exhibit 3.1 is hereby incorporated by reference
from Exhibits to Amendment No. 1 to Form S-18 Registration Statement (File
No. 2-90042) filed by the Company with the Securities and Exchange
Commission on August 1, 1984.
(2) Exhibits 4.1 and 10.4 are hereby incorporated by reference from Exhibits to
Annual Report on Form 10-K (File No.2-90042) filed by the Company with the
Securities and Exchange Commission on April 1, 1985.
(3) Exhibits 10.1, 10.2 and 10.3 are hereby incorporated by reference from
Exhibits to Form S-18 Registration Statement (File No. 2-90042) filed by
the Company with the Securities and Exchange Commission on March 20, 1984.
(4) Exhibit 99.1 is hereby incorporated by reference from Exhibits to Post-
Effective Amendment No. 1 to Form S-18 Registration Statement (File No. 2-
90042) filed by the Company with the Securities and Exchange Commission on
May 10, 1985.
(5) Exhibits 10.5, 10.6, 10.7, 10.8 and 10.9 are hereby incorporated by
reference from Exhibits to Annual Report on Form 10-K (File No. 0-13715)
filed by the Company with Securities and Exchange Commission on March 31,
1988.
(6) Exhibit 10.10 is hereby incorporated by reference from exhibits to Annual
Report on Form 10-K (File No. 0-13715) filed by the Company with the
Securities and Exchange Commission on March 24, 1989.
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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.
(Registrant) VITRONICS CORPORATIO
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By: /s/ JAMES J. MANFIELD, JR. Date: August 7, 1995
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James J. Manfield, Jr., Chairman of the Board
and Chief Executive Officer
By: /s/ RONALD W. LAWLER Date: August 7, 1995
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Ronald W. Lawler, President and
Chief Operating Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
By: /s/JAMES J. MANFIELD, JR. Date: August 7, 1995
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James J. Manfield, Jr., Chairman of the Board,
Chief Executive Officer, Chief Financial Officer
and Treasurer
By: /s/DANIEL J. SULLIVAN Date: August 7, 1995
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Daniel J. Sullivan
Corporate Controller and
Principal Accounting Officer
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BOARD OF DIRECTORS
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/s/ JAMES J. MANFIELD,JR. Date: August 7, 1995
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James J. Manfield, Jr.
/s/ RONALD W. LAWLER Date: August 7, 1995
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Ronald W. Lawler
/s/ DR. ALLEN H. KEOUGH Date: August 7, 1995
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Dr. Allen H. Keough
/s/ DAVID R.A. STEADMAN Date: August 7, 1995
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David R.A. Steadman
/s/ ROBERT J. HANKS Date: August 7, 1995
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Robert J. Hanks
/s/ JOHN F. ROUSSEAU, JR. Date: August 7, 1995
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John F. Rousseau, Jr.
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Exhibit 23.1
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(to the Form 10-K/A-2)
CONSENT OF INDEPENDENT AUDITORS
We consent to the use of our report dated February 21, 1995 included in the
annual report (Form 10-K) of Vitronics Corporation for the year ended December
31, 1994 to cover the consolidated financial statements and financial statements
schedule included in Form 10-K/A-1 and Form 10-K/A-2 filed with the Securities
and Exchange Commission as amendments to such annual report.
Coopers & Lybrand, L.L.P.
/s/ Coopers & Lybrand, L.L.P.
Manchester, New Hampshire
August 7, 1995
