<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For The Quarter Ended March 31, 1996 Commission File No. 0-6994
------
NEW BRUNSWICK SCIENTIFIC CO., INC.
State of Incorporation - New Jersey E. I. #22-1630072
-----------
44 Talmadge Road, Edison, N.J. 08818-4005
Registrant's Telephone Number: 908-287-1200
------------
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 twelve (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 (90) days.
Yes X No .
----- -----
There are 3,595,651 Common shares outstanding as of May 8, 1996.
<PAGE>
NEW BRUNSWICK SCIENTIFIC CO., INC.
Index
PAGE NO.
--------
PART I. FINANCIAL INFORMATION:
Item 1:
Consolidated Condensed Balance Sheets -
March 31, 1996 and December 31, 1995 3
Consolidated Statements of Operations -
Three Months Ended March 31, 1996 and 1995 4
Consolidated Condensed Statements of
Cash Flows - Three Months Ended March 31, 1996 and 1995 5
Notes to Consolidated Condensed Financial
Statements 6
Item II:
Management's Discussion and Analysis of Results
of Operations and Financial Condition 7
PART II. OTHER INFORMATION 9
<PAGE>
NEW BRUNSWICK SCIENTIFIC CO., INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(In thousands, except for share data)
ASSETS
<TABLE>
<CAPTION>
March 31, December 31,
1996 1995
------------ ------------
Current Assets (Unaudited)
- --------------
<S> <C> <C>
Cash and cash equivalents $ 6,027 $ 6,382
Accounts receivable, net 8,090 9,135
Refundable income taxes 216 216
Deferred income tax benefit 188 188
Inventories:
Raw materials and sub-assemblies 6,969 6,786
Work-in-process 2,031 2,062
Finished goods 4,300 3,844
------------ ------------
Total inventories 13,300 12,692
Prepaid expenses and other current assets 1,538 1,364
------------ ------------
Total current assets 29,359 29,977
------------ ------------
Property, plant and equipment, net 5,682 5,237
Other assets 563 471
------------ ------------
$ 35,604 $ 35,685
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
- -------------------
Current installments of long-term debt $ 129 $ 130
Accounts payable and accrued expenses 6,425 6,339
------------ ------------
Total current liabilities 6,554 6,469
------------ ------------
Long-term debt, net of current installments 523 564
Other liabilities 471 471
------------ ------------
Shareholders' equity:
Common stock, $.0625 par, authorized 25,000,000
shares; shares issued and outstanding, 1996
and 1995 - 3,595,651 net of shares
held in treasury, 338,500 225 225
Capital in excess of par 19,283 19,283
Retained earnings 9,542 9,488
Currency translation adjustment (523) (344)
Pension liability adjustment (471) (471)
------------ ------------
Total shareholders' equity 28,056 28,181
------------ ------------
$ 35,604 $ 35,685
============ ============
</TABLE>
See notes to consolidated condensed financial statements.
<PAGE>
NEW BRUNSWICK SCIENTIFIC CO., INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
Three Months Ended
March 31,
------------------
1996 1995
------- -------
Net sales $ 9,707 $ 9,437
Operating costs and expenses:
Cost of sales 5,980 5,757
Selling, general and administrative expenses 2,892 2,980
Research, development and engineering expenses 805 468
------- -------
Total operating costs and expenses 9,677 9,205
------- -------
Income from operations 30 232
Other income (expense):
Interest income 51 65
Interest expense (12) (15)
Other income (expense), net (1) (15)
------- -------
38 35
------- -------
Income before income taxes 68 267
Income taxes 14 67
------- -------
Net income $ 54 $ 200
======= =======
Earnings per Common share $ .02 $ .06
======= =======
Weighted average number of shares outstanding 3,596 3,581
======= =======
See notes to consolidated condensed financial statements.
<PAGE>
NEW BRUNSWICK SCIENTIFIC CO., INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Three Months Ended
March 31
------------------
1996 1995
------- -------
Cash flows from operating activities:
Net income $ 54 $ 200
Adjustments to reconcile net income to net cash
provided (used) by operating activities:
Depreciation 162 137
Change in related balance sheet accounts:
Accounts receivable 925 159
Inventories (690) (447)
Prepaid expenses and other current assets (188) (117)
Accounts payable and accrued expenses 108 (243)
------- -------
Net cash provided (used by) operating activities 371 (311)
------- -------
Cash flows from investing activities:
Additions to property, plant and equipment (648) (260)
Sale of equipment 1 --
------- -------
Net cash used by investing activities (647) (260)
------- -------
Cash flows from financing activities:
Dividends -- (179)
Repayment of long-term debt (26) (45)
------- -------
Net cash used by financing activities (26) (224)
------- -------
Net effect of exchange rate changes on cash (53) 117
------- -------
Net decrease in cash and cash equivalents (355) (678)
Cash and cash equivalents at beginning of period 6,382 7,142
------- -------
Cash and cash equivalents at end of period $ 6,027 $ 6,464
======= =======
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest $ 7 $ 21
Income taxes 3 123
See notes to consolidated condensed financial statements.
<PAGE>
NEW BRUNSWICK SCIENTIFIC CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
Note 1 - Interim Results:
In the opinion of the Company, the accompanying unaudited consolidated condensed
financial statements contain all adjustments (consisting only of normal
recurring accruals) necessary to present fairly, its financial position as of
March 31, 1996 and the results of its operations and cash flows for the
three months ended March 31, 1996 and 1995. Interim results may not be
indicative of the results that may be expected for the year.
Note 2 - Earnings per share:
Earnings per Common share are based on the weighted average number of shares
outstanding. Stock options are not included in the calculation as they had no
significant dilutive effect on earnings per share.
Note 3 - Consolidated Condensed Statements of Shareholders' Equity:
Three Months Ended
March 31
----------------------
1996 1995
------- -------
(In thousands)
Balance at beginning of period $28,181 $27,735
Net income 54 200
Currency translation adjustment (179) 391
Dividends ($.05 per share) - (179)
------- -------
Balance at end of period $28,056 $28,147
======= =======
<PAGE>
NEW BRUNSWICK SCIENTIFIC CO., INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL CONDITION
The following is Management's discussion and analysis of significant factors
that have affected the Company's operating results and financial condition
during the quarter ended March 31, 1996.
Results of Operations
---------------------
Quarter Ended March 31, 1996 vs. Quarter Ended March 31, 1995.
For the quarter ended March 31, 1996, net sales were $9,707,000 compared with
net sales of $9,437,000 for the quarter ended March 31, 1995. Net income for the
1996 quarter was $54,000 or $.02 per share compared with net income of $200,000
or $.06 per share for the first quarter of 1995.
The decrease in net income for the 1996 quarter on a 2.9% increase in net sales
was attributable to research, development and engineering expenses which
increased to $805,000 in the 1995 quarter from $468,000 in the 1995 quarter
primarily to support the operations of DGI BioTechnologies (DGI), the Company's
drug lead discovery operation which was established in late 1995.
Financial Condition
-------------------
Liquidity and Capital Resources
During the quarter ended March 31, 1996, Accounts Receivable, net decreased to
$8,090,000 from $9,135,000 at December 31, 1995 as a result of the lower volume
of sales during the March quarter as compared with the quarter ended December
31, 1995.
Cash Flows from Operating Activities
During the quarters ended March 31, 1996 and 1995, net cash provided and used by
operating activities amounted to $371,000 and $311,000, respectively. The
primary reasons for the $682,000 positive change between the two periods were
the following: (a) accounts receivable decreased $925,000 vs. a decrease of
$159,000 in 1995; (b) accounts payable and accrued expenses increased $108,000
vs. a decrease of $243,000 in 1995 and were partially offset by: (a) a decrease
in net income to $54,000 in 1996 from $200,000 in 1995; and, (b) an increase in
inventories of $690,000 in 1996 vs. an increase of $447,000 in 1995.
Cash Flows from Investing Activities
Net cash used by investing activities amounted to $647,000 in 1996 vs. $260,000
in 1995, as a result of additions to property, plant and equipment. A
significant portion of the 1996 expenditures are attributable to building
laboratories and purchasing equipment for DGI.
Cash Flows from Financing Activities
Net cash used by financing activities amounted to $26,000 in 1996 vs. $224,000
in 1995. The 1995 amount includes a dividend of $179,000 paid on the Company's
Common stock.
Management believes that the resources available to the Company, including its
line of credit are sufficient to meet its near and intermediate-term needs,
including funding commitments for DGI, and its strong unleveraged balance sheet
and debt-free real estate provide the basis for any long-term financing if the
need should arise.
<PAGE>
NEW BRUNSWICK SCIENTIFIC CO., INC. AND SUBSIDIARIES
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a)
(10.3) Employment Agreement with David Freedman.
No reports on Form 8-K have been filed during the quarter ended March 31, 1996.
<PAGE>
SIGNATURES
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.
NEW BRUNSWICK SCIENTIFIC CO., INC.
----------------------------------
(Registrant)
Date: May 9, 1996 /s/ Ezra Weisman
----------------------------
Ezra Weisman
President
(Chief Executive Officer)
/s/ Samuel Eichenbaum
----------------------------
Samuel Eichenbaum
Vice President - Finance
(Principal Accounting Officer)
<PAGE>
EXHIBIT (10.3)
EMPLOYMENT AND CONSULTING AGREEMENT
between
NEW BRUNSWICK SCIENTIFIC CO., INC.
and
DAVID FREEDMAN
January 1, 1996
<PAGE>
EMPLOYMENT AND CONSULTING AGREEMENT
AGREEMENT, made as of the 1st day of January 1996, between NEW
BRUNSWICK SCIENTIFIC, CO., INC., a New Jersey corporation, with its principal
place of business located at 44 Talmadge Road, P.O. Box 4005, Edison, New
Jersey, 08818-4005 (referred to in this Agreement as the "Company") and DAVID
FREEDMAN, residing in Highland Park, New Jersey (referred to in this Agreement
as "Freedman").
W I T N E S S E T H :
WHEREAS, the Company currently employs Freedman under an Employment
Agreement dated January 1, 1992, which expired December 31, 1995, and
WHEREAS, the Company desires to continue to retain Freedman's services
as an officer of the Company upon the terms and conditions set forth in this
Agreement, and Freedman desires to continue such employment, and
WHEREAS, the parties desire to provide for the terms and conditions
upon which the Company may secure the services of Freedman as a consultant to
the Company following the expiration of Freedman's term of service as an
employee of the Company,
NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, the parties agree as follows:
ARTICLE 1
EMPLOYMENT
1.1 Employment. The Company hereby employs Freedman and Freedman hereby
accepts such employment. Freedman will devote his best efforts and substantially
all his full business time and attention to performing such duties.
1.2 Consultant. Following the expiration of Freedman's period of
service as an employee of the Company, as provided in Section 4.1 below,
Freedman agrees to serve as a consultant and independent contractor to the
Company, rendering such advice and assistance to the Company as they may
mutually agree. Freedman agrees to render services as reasonably requested by
the Company on 10-days' advance notice, written or oral, subject to a maximum of
50 full or partial days of service during each twelve-month period following the
commencement of his services as a consultant under this Agreement.
1.3 Performance of Services. Freedman shall observe and comply with
such rules, regulations and policies as may be determined from time to time by
the Board of Directors of the Company (the "Board") in writing, within the scope
of his duties as an employee or consultant.
<PAGE>
ARTICLE 2
COMPENSATION
2.1 Salary. For his services under this Agreement as an employee of the
Company, Freedman shall receive a salary, payable in such regular intervals as
shall be determined by the Company, which shall be at the rate of Two Hundred
and Twelve Thousand Nine Hundred and One Dollars ($212,901.00).
2.2 Salary Increases. The rate of salary provided for in Section 2.1
shall be reviewed by the Board not less often than annually and may be increased
from time to time and in such amount as the Board, in its discretion, may
determine, on the basis of the same criteria used for other executive employees
of the Company.
2.3 Discretionary Bonus. The Company may, but is not required to, pay
Freedman such bonus or bonuses as the Board may from time to time determine,
consistent with the bonuses paid to other executive employees of the Company,
and in addition to such bonuses as may be payable to Freedman pursuant to other
bonus plans or arrangements. During his period of service as an employee,
Freedman shall be entitled to participate in bonus programs or arrangements
generally available for executive employees of the Company, but the Board
retains full discretion as to the amount of the bonus, if any, to be paid to
Freedman.
2.4 Consulting Payments. In exchange for his services as a consultant
to the Company pursuant to Section 1.2, Freedman shall be paid at the rate of
One Hundred Thousand Dollars ($100,000.00) per year. Payments shall be made in
regular equal installments as the Company and Freedman may agree, but no less
frequently than monthly.
2.5 Withholding. All payments of salary, bonuses and other compensation
for services pursuant to this Agreement shall be subject to the customary
withholding of taxes as required by law.
ARTICLE 3
FRINGE BENEFITS
3.1 Participation in Plans. (a) During his period of service as an
employee of the Company, Freedman shall be entitled to all additional fringe
benefits, including, but not limited to, health and life insurance programs
which may be generally available to other executive employees of the Company,
subject to Section 3.1(c).
(b) Following termination of Freedman's services to the
Company as an employee, for any reason other than a termination pursuant to
Section 4.3(b), the Company shall pay all premiums necessary to continue the
medical and life insurance coverage previously provided to Freedman and his
spouse under Section 3.1(a), or other comparable coverage, until the death of
Freedman and his spouse. However, following his period of service as an employee
of the Company, in place of the health insurance plan generally available for
executives employees of the Company, the Company shall thereafter provide for
Freedman (and for his spouse when she attains the age of 65) a policy of medical
insurance that offers coverage as a supplement to Medicare benefits. The basic
terms of such policy hall provide, in conjunction with Medicare, benefits that
are comparable to the coverage previously provided to Freedman as an executive
employee of the Company.
(c) All matters of eligibility for coverage of benefits under
any plan or plans of health, hospitalization, life or other insurance provided
by the Company shall be determined in accordance with the provisions of the
insurance policies. The Company shall not be liable to Freedman, or his spouse
or beneficiaries or other successors, for any amount payable or claimed to be
payable under any plan of insurance. So long as Freedman beneficially holds 10%
or more of the Common stock of the Company, he shall not be eligible to
participate in any plan of the Company involving the Common stock or any
derivative security of the Company (although otherwise eligible) where his
participation in that plan would prevent the Common stock or derivative
securities issued under that plan from qualifying for exemption under Section
16(b) of the Securities Exchange Act of 1934, as amended.
3.2 Holidays and Sick Leave. During his period of service as an
employee of the Company, Freedman shall be entitled to such paid holidays and
sick leave, and other benefit programs, as and to the extent that the Company
generally provides the same from time to time to other executive employees.
3.3 Vacation and Professional Leave. During his period of service as an
employee of the Company, Freedman shall be entitled to vacation and additional
leave to attend conventions and professional meetings each year during this
Agreement as permitted under the employment policies of the Company in effect at
such time.
<PAGE>
3.4 Business Expenses. The parties acknowledge that Freedman shall
incur, from time to time as either an employee or as a consultant, for the
benefit of the Company and in furtherance of the Company's business, various
business expenses. The Company agrees that it shall either pay such expenses
directly, advance sums to Freedman to be used for payment of such expenses, or
reimburse Freedman for such expenses incurred by him. Freedman agrees to submit
to the Company such documentation as may be reasonably necessary to substantiate
that all expenses paid or reimbursed hereunder were reasonably related to the
performance of his duties as an employee or consultant.
3.5 Company Car. The Company recognizes that Freedman, whether serving
as an employee or as a consultant, requires the use of an automobile in the
performance of his duties and therefore agrees to furnish an automobile to
Freedman for his sole use. Title to such automobile shall at all times remain
with the Company. The automobile will be replaced upon request by Freedman, but
not more frequently than every three (3) years. The Company shall pay for the
fuel, insurance, maintenance, and repair costs associated with said automobile,
except the cost of fuel consumed in driving the automobile for personal use.
Upon termination of this Agreement for any reason, the automobile shall be
returned to the Company unless Freedman elects, within thirty (30) days after
such termination, to purchase the automobile from the Company. Any purchase
pursuant to the preceding sentence shall be at book value unless a lesser price
is mutually agreed to and shall be completed within sixty (60) days after the
termination of this Agreement.
3.6 Split-Dollar Insurance Coverage. The Company and Freedman are
currently parties to a split-dollar life insurance agreement, providing for the
division of rights and obligations in connection with a One Million Dollar
($1,000,000.00) life insurance policy on Freedman's life. The Company and
Freedman hereby ratify that agreement and further provide that, following
termination of this Agreement and for remainder of Freedman's life, the Company
will continue to contribute the sum of Forty Thousand Dollars ($40,000.00) (or
the acutal amount of the premiums, whichever is less) towards each annual
premium due under such policy, or replacement policy obtained by Freedman. The
Company's contribution following the termination of this Agreement shall be
taken into account in determining the amount to which the Company is entitled to
receive from the policy proceeds upon Freedman's death. Freedman and the Company
agree to amend their agreement respecting such policy to reflect this continued
contribution obligation, and upon execution of such amendment, this Section 3.6
shall be of no further force and effect. Except as specifically set forth in
this Section 3.6, all matters regarding the insurance policy shall be governed
by the terms of the split-dollar life insurance agreement pertaining to the
policy.
<PAGE>
ARTICLE 4
TERM AND TERMINATION OF EMPLOYMENT
4.1 Employment Term. The employment term of this Agreement shall be
three (3) years commencing on January 1, 1996 (the "Employment term"), unless
terminated prior to such date in accordance with the terms of this Agreement.
4.2 Consultant Term. Upon expiration of the three-year employment term
of this Agreement pursuant to Section 4.1, this Agreement shall continue for an
additional three-year period, during which time Freedman shall serve as a
consultant to the Company, as provided in Article 1.2 above (the "Consultant
term"), unless this Agreement is terminated prior to such date in accordance
with the terms of this Agreement.
4.3 Termination. This Agreement shall terminate prior to the expiration
of its Employment or Consultant term upon occurrence of any one or more of the
following events:
(a) Mutual Agreement. The parties may mutually agree to
terminate this Agreement at any time.
(b) Termination for Cause. The Company may terminate this
Agreement for cause at any time. "Cause" shall include, but not be
limited to the following: any material violation of the terms of this
Agreement by Freedman; conviction of Freedman of any crime (or found
criminally liable for any fraud) against the Company or its property or
any crime involving moral turpitude or reasonably likely to bring
discredit upon the Company; material failure to perform or meet
reasonable standards of performance established in writing by the Board
of Directors of the Company with respect to Freedman's position; and
any material violation of reasonable operating policy formally adopted
by the Company from time to time. The determination of whether Cause
exists shall be made in good faith by a majority vote of the entire
Board.
(c) Death of Freedman. This Agreement shall immediately
terminate upon the death of Freedman.
(d) Disability of Freedman. In the event that Freedman
becomes "disabled", as defined below, the Company shall have the option
to terminate this Agreement by giving 30-days' advance written notice
to Freedman. For purposes of this Agreement, the term "disabled" or
"disability" shall mean the inability of Freedman to perform his
regular duties for the Company for a period of six (6) consecutive
months, as reasonably determined by the Board, in accordance with
uniform rules consistently applied to all employees and supported by
the written opinion of at least one (1) physician. For purposes of this
Agreement, Freedman shall first be deemed disabled on the date that is
six (6) months after the initial onset of his condition, as described
above.
(e) Termination of Consulting by Freedman. At any time during
the Consultant term of this Agreement, Freedman may terminate this
Agreement by written notice to the Company.
<PAGE>
4.4 Termination Benefits. Following termination of this Agreement, the
Company shall make the following payments to Freedman, as applicable, subject,
however, to Sections 2.6 and 4.5, and without limitation on Freedman's rights
and obligations, if any, arising other than under this Agreement:
(a) Accrued Compensation. Regardless of the reason for
termination of this Agreement, the Company shall pay, within a reasonable period
of time following such termination, all compensation payments (including accrued
and unused vacation compensation during the Employment term) and reimbursement
for expenses as may be due, accrued or payable as of the date of such
termination. Payments for Freedman's services as a consultant shall be deemed to
accrue on an equal daily basis throughout the year, regardless of the number of
days of consulting services actually rendered during the final partial year
prior to termination of this Agreement. Following termination of this Agreement,
Freedman, or his successors, as the case may be, shall also be entitled to the
deferred compensation pursuant to Section 2.5 and entitled to fringe benefits as
expressly provided in Article 3 with regard to the period after termination of
this Agreement.
(b) Death Benefit. In the event that this Agreement is
terminated by reason of Freedman's death, the Company shall pay to Freedman's
beneficiary (as designated in writing by Freedman and delivered to the Company
during the lifetime of Freedman), or if no such beneficiary is so designated,
then to the personal representative of Freedman's estate, a death benefit equal
to the annual compensation (exclusive of fringe benefits under Article 3)
payable by the Company to Freedman at the time of his death. The payment by the
Company shall be made within forty-five (45) days of such termination of
employment.
(c) Disability Benefit. In the event that this Agreement is
terminated by reason of Freedman's disability, the Company shall pay to Freedman
(or his personal representative) a disability benefit equal to the annual
compensation (exclusive of fringe benefits under Article 3) payable by the
Company to Freedman at the time of such disability. The payment by the Company
shall be made within forty-five (45) days of such termination of employment.
4.5 Limit on Termination Payments. In no event shall the amounts
payable by the Company pursuant to Section 4.4 exceed the amounts that would be
deductible by the Company under the provisions of Section 280G of the Internal
Revenue Code of 1986, as amended. The amount deductible by the Company shall be
determined by the independent auditors regularly retained by the Company.
ARTICLE 5
MISCELLANEOUS
5.1 Assignment Prohibited. This Agreement is personal to Freedman
hereto and he may not assign or delegate any of his rights or obligations
hereunder without first obtaining the written consent of the Company. The
Company may not assign this Agreement without the written consent of Freedman,
except in connection with (i) a merger or consolidation of the Company (in which
case the merged or consolidated entity shall remain fully liable for its
obligations as the Company under this Agreement), or (ii) a transfer of this
Agreement to a subsidiary or affiliate, provided that the subsidiary or
affiliate continues the primary business of the Company, and further, provided
that, in the case of a transfer to a subsidiary or affiliate, the Company shall
remain liable for its obligations under this Agreement.
5.2 Amendments. No amendments or additions to this agreement shall be
binding unless in writing and signed by the party against whom enforcement of
such amendment of addition is sought.
5.3 Paragraph Headings. The paragraph headings used in this Agreement
are included solely for convenience and shall not affect or be used in
connection with the interpretation of this Agreement.
5.4 Legal Expenses of Enforcement. If either party commences a legal
action or other proceeding for enforcement of this Agreement, or because of an
alleged dispute, breach, default or misrepresentation in connection with any of
the provisions of this Agreement, the prevailing party shall be entitled to
reasonable attorneys' fees and other costs incurred in connection with that
action or proceeding, in addition to any other relief to which it may be
entitled.
<PAGE>
5.5 Severability. If any provision of this Agreement is declared
invalid by any tribunal, then such provision shall be deemed automatically
modified to conform to the requirements for validity as declared at such time,
and as so modified, shall be deemed a provision of this Agreement as though
originally included herein. In the event that the provision invalidated is of
such a nature that it cannot be so modified, the provision shall be deemed
deleted from this Agreement as though the provision had never been included
herein. In either case, the remaining provisions of this Agreement shall remain
in effect.
5.6 Arbitration. Any controversy, claim or dispute arising out of or
relating to this Agreement or its construction and interpretation shall be
settled by arbitration in accordance with the rules of the American Arbitration
Association, and judgment upon the award rendered in such arbitration may be
entered in any court having jurisdiction thereof. In addition, any controversy,
claim or dispute concerning the scope of this arbitration clause or whether a
particular dispute falls within this arbitration clause shall also be settled by
arbitration in accordance with the rules of the American Arbitration
Association.
5.7 Choice of Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New Jersey.
5.8 Other Agreements. This Agreement is not intended to and shall not
affect the rights and obligations of the Company or Freedman under any other
agreement between them, pertaining to stock option rights, severance benefits,
or otherwise.
5.9 Notices. All notices required or permitted hereunder shall be in
writing and shall be delivered in person or sent by certified or registered
mail, return receipt requested, postage prepaid to each party at the address
first written above or at such other address as provided in writing.
5.10 Binding Effect. This Agreement shall be binding upon, and inure to
the benefit of, the parties, their heirs, successors and assigns.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
ATTEST: NEW BRUNSWICK SCIENTIFIC CO., INC.
[Corporate Seal]
By:
--------------------------------
Ezra Weisman
- --------------------------------
Secretary
- --------------------------------
Witness
--------------------------------
David Freedman
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> MAR-31-1996
<CASH> 6,027,000
<SECURITIES> 0
<RECEIVABLES> 8,090,000
<ALLOWANCES> 0
<INVENTORY> 13,300,000
<CURRENT-ASSETS> 29,359,000
<PP&E> 5,682,000
<DEPRECIATION> 0
<TOTAL-ASSETS> 35,604,000
<CURRENT-LIABILITIES> 6,554,000
<BONDS> 0
0
0
<COMMON> 225,000
<OTHER-SE> 27,831,000
<TOTAL-LIABILITY-AND-EQUITY> 35,604,000
<SALES> 9,707,000
<TOTAL-REVENUES> 9,707,000
<CGS> 5,980,000
<TOTAL-COSTS> 9,677,000
<OTHER-EXPENSES> (50,000)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 12,000
<INCOME-PRETAX> 68,000
<INCOME-TAX> 14,000
<INCOME-CONTINUING> 54,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 54,000
<EPS-PRIMARY> .02
<EPS-DILUTED> 0
</TABLE>
