<PAGE> 1
FILED PURSUANT TO RULE 424(B)(4)
PROSPECTUS
1,500,000 SHARES
[SPECTRAN LOGO]
COMMON STOCK
Of the 1,500,000 shares of Common Stock offered hereby, 1,300,000 shares
are being sold by SpecTran Corporation ("SpecTran" or the "Company") and 200,000
shares are being sold by a Selling Stockholder. See "Principal and Selling
Stockholders." The Company will not receive any of the proceeds from the sale of
the shares by the Selling Stockholder. The Common Stock is quoted on the Nasdaq
National Market under the symbol "SPTR." On February 11, 1997, the last reported
sale price for the Common Stock, as reported on the Nasdaq National Market, was
$20.375 per share. See "Price Range of Common Stock and Dividend Policy."
------------------------
THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK.
SEE "RISK FACTORS" COMMENCING ON PAGE 6.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
===========================================================================================
<CAPTION>
PROCEEDS TO
UNDERWRITING PROCEEDS TO SELLING
PRICE TO PUBLIC DISCOUNT(1) COMPANY(2) STOCKHOLDER(2)
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Per Share.................. $19.00 $1.14 $17.86 $17.86
- -------------------------------------------------------------------------------------------
Total(3)................... $28,500,000 $1,710,000 $23,218,000 $3,572,000
===========================================================================================
</TABLE>
(1) The Company and the Selling Stockholder have agreed to indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act of 1933, as amended. See "Underwriting."
(2) Before deducting expenses of the offering payable by the Company estimated
at $400,000 and payable by the Selling Stockholder estimated at $60,000.
(3) The Company has granted to the Underwriters a 30-day option to purchase up
to a maximum of 225,000 additional shares of Common Stock to cover
over-allotments, if any. If such option is exercised in full, the total
"Price to Public," "Underwriting Discount" and "Proceeds to Company" will be
$32,775,000, $1,966,500 and $27,236,500, respectively. See "Underwriting."
------------------------
The shares of Common Stock are offered by the Underwriters, subject to
prior sale, when, as and if delivered to and accepted by the Underwriters and
subject to their right to reject orders in whole or in part. It is expected that
delivery of the shares of Common Stock will be made in Boston, Massachusetts, on
or about February 18, 1997.
TUCKER ANTHONY RAYMOND JAMES & ASSOCIATES, INC.
INCORPORATED
THE DATE OF THIS PROSPECTUS IS FEBRUARY 12, 1997
<PAGE> 2
(Inside Front Cover - PAGE 2 Captions)
Corporate logo on the top of the page with the text immediately below
"Innovation in optical fiber"
1. Picture of glass preforms.
Text under the picture "Spectran Communication Fiber Technologies, Inc. -
Multimode optical fiber - Single-mode optical fiber"
2. Picture of computer peripheral, keyboard and mouse.
Text under the picture "Spectran Specialty Optics Company - Specialty fiber
and cable - Value-added components and assemblies"
3. Picture of four different types of cables.
Text under the picture "General Photonics, LLC a Spectran/General Cable
Joint Venture - Engineered fiber optic cable - Installation products"
<PAGE> 3
------------------------
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK OF
THE COMPANY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. IN
ADDITION, CERTAIN UNDERWRITERS (AND SELLING GROUP MEMBERS) MAY ENGAGE IN PASSIVE
MARKET MAKING TRANSACTIONS IN THE COMMON STOCK ON NASDAQ IN ACCORDANCE WITH RULE
10B-6A UNDER THE SECURITIES EXCHANGE ACT OF 1934. SEE "UNDERWRITING."
------------------------
The following trademarks and tradenames of SpecTran are mentioned in this
Prospectus: SPECTRAGUIDE[Registered Trademark], HCS[Registered Trademark]
(Hard Clad Silica), Avioptics[Trademark], Flightguide[Trademark],
PYROCOAT[Trademark], V-System[Trademark] and V-Pin[Trademark].
2
<PAGE> 4
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the more detailed
information, including "Risk Factors" and the financial statements and notes
thereto, appearing elsewhere in this Prospectus or incorporated herein by
reference. The discussion in this Prospectus contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934 that involve risks and uncertainties. The
Company's actual results and the timing of certain events may differ materially
from the results discussed in the forward-looking statements. Factors that could
cause or contribute to such differences include, but are not limited to, those
discussed in "Risk Factors," "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and "Business."
THE COMPANY
SpecTran Corporation ("SpecTran" or the "Company") develops, manufactures
and markets high quality optical fiber, optical fiber cables and value-added
optical fiber components and assemblies. The Company's products are used in a
broad range of applications, including local area networks ("LANs"), wide area
networks ("WANs"), customer premises systems, computer and peripheral
connections, intranets, the Internet, telephone systems, industrial process
controls, avionics and medical devices. The Company, either directly or through
its joint venture, sells its products to over 500 customers, including large
multi-national companies such as Lucent Technologies Inc. ("Lucent"), Corning
Incorporated ("Corning"), Siemens-Rolm, Nortel, Lockheed-Martin and Ericsson.
Rapid advances in information, communications and entertainment
technologies are creating growing demand for higher speed, greater bandwidth
communications, which the Company believes will be increasingly satisfied by
optical fiber-based communication systems. Optical fiber offers a number of
advantages over many other modes of communication, such as increased bandwidth,
lower transmission loss, immunity to electromagnetic and radio frequency
interference, greater security, smaller size and lower weight. An industry
expert forecasts that worldwide consumption of optical fiber and cable will grow
at a compound annual rate of approximately 18% in kilometers over the period of
1996-2001. The Company primarily focuses on niche markets which it believes will
grow at significantly faster rates than the overall optical fiber and cable
market during this period.
SpecTran operates through two wholly-owned subsidiaries, SpecTran
Communication Fiber Technologies, Inc. ("SpecTran Communication") and SpecTran
Specialty Optics Company ("SpecTran Specialty"), and through General Photonics,
LLC ("General Photonics"), a recently formed joint venture with General Cable
Corporation ("General Cable"), one of the largest manufacturers and suppliers in
the United States wire and cable industry. SpecTran Communication develops,
manufactures and markets multimode and single-mode optical fiber for data
communications and telecommunications applications. SpecTran Specialty, acquired
in February 1994, develops, manufactures and markets specialty multimode and
single-mode fiber and value-added fiber optic products for industrial,
military/aerospace, communication and medical applications. General Photonics
develops, manufactures and markets communications-grade fiber optic cable
primarily for the customer premises market in the United States, Canada and
Mexico.
SpecTran's strategy is to capitalize on its proprietary manufacturing
processes and technologies and license rights in order to strengthen its
position as a leading supplier to data communications and specialty markets and
to further penetrate targeted international telecommunications markets. The
Company is implementing this strategy by increasing its production capacity and
efficiency; pursuing alliances with other industry leaders; developing
higher-margin, value-added products; expanding international and domestic
distribution; leveraging its core technologies and acquiring complementary
products, technologies and businesses. The Company's research and development
activities are directed towards improving its manufacturing processes and
efficiencies for existing products as well as developing new products. The
Company intends to focus on market niches where it has established or believes
it can develop a leadership position, deliver technologically innovative
products and continue to capitalize on its vertically integrated infrastructure.
SpecTran, incorporated in 1981 in Delaware, has executive offices at 50
Hall Road, Sturbridge, Massachusetts 01566, and its telephone number is (508)
347-2261.
3
<PAGE> 5
THE OFFERING
<TABLE>
<S> <C>
Common Stock Offered by Company.............. 1,300,000 shares
Common Stock Offered by the
Selling Stockholder........................ 200,000 shares
Common Stock to be Outstanding after
the Offering............................... 6,900,071 shares(1)
Use of Proceeds.............................. For the expansion of manufacturing capacity,
working capital and general corporate
purposes. See "Use of Proceeds."
Nasdaq National Market Symbol................ SPTR
</TABLE>
- ---------------
(1) Based upon 5,400,071 shares of Common Stock of the Company issued and
outstanding on December 31, 1996. Includes 200,000 shares of Common Stock to
be outstanding upon exercise by the Selling Stockholder of its warrant to
purchase such shares at an exercise price of $2.00 per share, which shares
are being sold by the Selling Stockholder in the offering. Excludes 650,703
shares of Common Stock subject to options granted to employees and directors
of the Company at a weighted average exercise price of $9.64 per share and
150,000 shares of Common Stock which remain subject to the Selling
Stockholder's warrant at an exercise price of $2.00 per share.
------------------------
Except as otherwise noted, all information in this Prospectus assumes no
exercise of the Underwriters' over-allotment option to purchase up to 225,000
shares of Common Stock and does not reflect the exercise after December 31, 1996
of options issued under the Company's Incentive Stock Option Plans.
4
<PAGE> 6
SUMMARY CONSOLIDATED FINANCIAL INFORMATION
(IN THOUSANDS, EXCEPT PER SHARE DATA)
The following data should be read in conjunction with the Company's
consolidated financial statements and notes thereto and "Management's Discussion
and Analysis of Financial Condition and Results of Operations" included or
incorporated by reference in this Prospectus.
<TABLE>
<CAPTION>
NINE MONTHS ENDED
YEARS ENDED DECEMBER 31, SEPTEMBER 30,
-------------------------------------------------- -----------------
1991 1992 1993 1994(1) 1995(2)(3) 1995 1996(3)
------- ------- ------- ------- ---------- ------- -------
(UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENTS OF OPERATIONS DATA(3):
Net Sales............................... $16,255 $21,371 $25,578 $26,926 $ 38,581 $27,035 $44,915
Gross Profit............................ 6,096 8,734 9,615 7,623 13,061 9,094 16,294
Income (Loss) from Operations........... 3,218 4,852 5,368 (670) 565 293 4,064
Net Income (Loss)....................... 2,758 3,644 3,655 (487) 542 270 2,524
Net Income (Loss) per Share............. $ .50 $ .66 $ .67 $ (.09) $ .10 $ .05 $ .43
Weighted Average Number of Common Shares
Outstanding........................... 5,521 5,556 5,488 5,203 5,583 5,410 5,930
</TABLE>
<TABLE>
<CAPTION>
AS OF SEPTEMBER 30, 1996
----------------------------------------
PRO FORMA
ACTUAL PRO FORMA(4) ADJUSTED(5)
------- ------------ -----------
<S> <C> <C> <C>
BALANCE SHEET DATA(3):
Working Capital.................................................. $16,168 29,789 $53,007
Total Assets..................................................... 46,561 57,846 81,064
Long-term Debt................................................... 12,000 24,000 24,000
Stockholders' Equity............................................. 27,163 27,361 50,579
</TABLE>
- ---------------
(1) Included in 1994 are results of SpecTran Specialty from its date of
acquisition on February 18, 1994.
(2) Included in 1995 are results of Applied Photonic Devices, Inc. from its date
of acquisition on May 23, 1995.
(3) See accompanying pro forma condensed consolidated balance sheet as of
September 30, 1996 and pro forma condensed consolidated statements of
operations for the year ended December 31, 1995 and the nine months ended
September 30, 1996, following the consolidated financial statements, giving
effect to the formation of General Photonics as if that transaction had
occurred January 1, 1995 and the sale of $24.0 million of senior notes and
the restructuring of the Company's revolving credit facility, as if those
transactions had occurred September 30, 1996. See also "Recent Developments
-- Senior Debt Financing and Refinancing of Existing Bank Loans" and "Recent
Developments -- Joint Venture."
(4) Adjusted on a pro forma basis to give effect to the formation of General
Photonics and the senior debt financing and refinancing as shown in the
accompanying pro forma condensed consolidated financial statements.
(5) Adjusted to reflect (i) the events described under "Recent Developments --
Senior Debt Financing and Refinancing of Existing Bank Loans" and "Recent
Developments -- Joint Venture," (ii) the sale of 1,300,000 shares of Common
Stock offered by the Company hereby at a public offering price of $19.00 per
share and the application of the estimated net proceeds to the Company
therefrom as described under "Use of Proceeds" and (iii) the exercise by the
Selling Stockholder of its warrant to purchase 200,000 shares of Common
Stock at an exercise price of $2.00 per share.
5
<PAGE> 7
RISK FACTORS
In addition to the other information in this Prospectus, prospective
investors should consider the following risk factors inherent in and affecting
the business of the Company. The discussion in this Prospectus contains
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that involve
risks and uncertainties. Such statements include market size, market growth
rates and market share estimates, about which the Company cannot provide any
assurances of accuracy. The Company's actual results and the timing of certain
events may differ materially from the results discussed in the forward-looking
statements. Factors that could cause or contribute to such differences include,
but are not limited to, those discussed below and in "Management's Discussion
and Analysis of Financial Condition and Results of Operations" and "Business."
COMPETITION. The markets for the Company's products are very competitive.
The Company's main competitors for its general applications optical fibers,
including both data communications and telecommunications, are its licensors,
Corning and Lucent, to whom the Company pays royalties and who have
substantially greater resources and operating experience than the Company. The
Company's main competitors for its specialty fiber and fiber products generally
have been smaller operations, but some of these competitors are part of
companies with greater resources and operating experience than the Company.
General Photonics' optical fiber cable products compete with products offered by
large companies with substantially greater resources and operating experience
than General Photonics or the Company. Access to the United States optical fiber
market is to some extent limited by patents covering fundamental optical fiber
technology. The Company believes that certain Corning patents, which may have
been relevant to the Company's single-mode fiber, including patents covered by a
non-exclusive license from Corning to the Company, have expired in many
countries (including the United States). The Company further believes that a
certain United States patent, covered by this non-exclusive license, with
relevance to the Company's multimode fiber, expires in 1999. In addition, the
Company believes that a certain Lucent patent licensed to the Company relating
to its multimode and single-mode fiber expires in 1997. The expiration of these
patents may permit other companies to enter the market without a Corning or
Lucent patent license. In addition, there can be no assurance that other
companies, foreign or domestic, will not be licensed by Corning or Lucent.
Competition could increase if new companies enter the market or if existing
competitors expand their product lines. An increase in competition could have a
material adverse effect on the Company's business, results of operations or
financial condition because of, among other things, price reductions and loss of
market share. There can be no assurance that the Company will be able to
maintain its competitive position. See "Business -- Competition."
PRICE COMPETITION AND CHANGING MARKET CONDITIONS. Price competition for
the Company's optical fiber is intense. In past periods in which excess supply
or production capacity has been available, the unit price of optical fiber has
declined and customers have been reluctant to enter into long-term supply
agreements. For example, in 1994 the Company's unit price, gross margins and net
income declined due, in part, to industry oversupply and to two large customers
supplying their needs internally. Industry experts have noted that demand for
optical fiber currently exceeds supply and the Company believes that demand will
continue to exceed supply in the near term. However, a number of the Company's
competitors have announced capacity increases which could become operational as
early as the latter part of 1997. There can be no assurance that market
conditions will not change in the future. A decline in the unit price of the
Company's optical fiber due to changes in the market could have a material
adverse effect on the Company's business, results of operations or financial
condition. See "Business -- Competition" and "Management's Discussion and
Analysis of Financial Condition and Results of Operations."
TECHNOLOGICAL ADVANCES; DEPENDENCE ON FUTURE PRODUCT DEVELOPMENT. The
fiber optic industry has been characterized by rapid technological advances and
improvements in manufacturing efficiencies. The Company's ability to operate
profitably depends, in large part, upon its timely access to, or development of,
technological advances and its ability to use those advances to improve existing
products, develop new products and manufacture those products efficiently. There
is no assurance that the Company will be successful in these endeavors. The
failure to introduce new or enhanced products on a timely and cost competitive
basis could have a material adverse effect on the Company's business, results of
operations or financial condition. See "Business -- Research and Development."
6
<PAGE> 8
COMPETING TECHNOLOGIES. The Company's fiber optic products compete
directly with other existing products which use competing technologies,
including copper wire, enhancements to the existing copper wire telephony
infrastructure and wireless communications. Improvements in existing alternative
approaches or the development and introduction of new competing approaches or
technologies to the Company's fiber optic products could have a material adverse
effect on the Company's business, operating results or financial condition.
MANAGEMENT OF GROWTH. The Company has experienced rapid growth,
particularly during 1995 and the first nine months of 1996. The future success
of the Company will depend upon, among other factors, the ability of the Company
to generate capital through operations, to recruit and retain highly skilled and
experienced management and technical personnel and to manage the effects of
growth on all aspects of its business, including research, development,
manufacturing, distribution, marketing, administration and finance. Any failure
by the Company to generate adequate capital, attract or retain necessary
personnel, conduct its expansion or manage growth effectively could have a
material adverse effect on the Company's business, results of operations or
financial condition.
CAPACITY EXPANSIONS. Currently, the Company is operating substantially at
full capacity at its principal fiber manufacturing plant in Sturbridge,
Massachusetts. The Company has recently begun a major capacity expansion at that
manufacturing facility, and SpecTran Specialty is expanding and moving into a
new facility. There can be no assurance that these expansions in manufacturing
capacity will be completed on time and/or on budget, that the Company will not
experience manufacturing delays or problems, a decrease in production yields and
other inefficiencies that can accompany the start-up of new manufacturing
facilities or that adequate equipment and personnel will be available to operate
these new manufacturing facilities. The completion of the Company's planned
expansions will require substantial funds. The Company anticipates that the
estimated net proceeds from this offering, borrowings and internally generated
cash flow will be adequate to fund the expansions. If adequate funds are not
available to complete the expansions, the Company may be required to scale-down
the expansion. See "Use of Proceeds" and "Management's Discussion and Analysis
of Financial Condition and Results of Operations -- Liquidity and Capital
Resources." If the Company experiences significant delays or problems in
implementing its capacity expansions, such delays or problems could have a
material adverse effect on the Company's business, results of operations or
financial condition.
CORNING LICENSE, INCLUDING LIMITATIONS THEREUNDER. A significant portion
(approximately 43% in 1995 and 40% in the first nine months of 1996) of the
optical fiber manufactured and sold by the Company is subject to its license
from Corning which contains certain annual quantity limitations. Sales made
directly or indirectly to certain customers such as Corning, Lucent and the
United States Government are permitted without limitation. The quantities that
can be manufactured under the license increase annually through the year 2000.
The Company believes, however, that after expiration of a certain Corning patent
in 1999, it no longer will need this license to manufacture any of its current
multimode products, and, thus, no longer will be subject to these quantity
limitations. The Company believes that manufacturing and sale of its single-mode
fiber is not subject to the Corning license. Corning has the right to terminate
the license in the event that more than 30% of the Company's voting stock is
acquired, directly or indirectly, by another manufacturing company. Such
termination could have a material adverse effect on the Company's business,
results of operations or financial condition. See "Business -- Proprietary
Rights."
MATERIAL SUPPLY AGREEMENTS. In 1996 the Company announced three-year
agreements with Corning and Lucent to supply multimode fiber valued at
approximately $28 million and $35 million in total revenues, respectively.
Should the Company not be able to perform under these agreements, such failure
would have a material adverse effect on its business, results of operations and
financial condition.
NEW JOINT VENTURE. In December 1996 the Company announced the formation of
General Photonics, a joint venture with General Cable for the manufacture of
optical cable. General Photonics will purchase its optical fiber from the
Company and General Cable will become the joint venture's principal sales outlet
for optical fiber cable for the customer premises market in the United States,
Canada and Mexico. The Company believes that it will be able to supply General
Photonics' needs for optical fiber products. The Company also believes, but
cannot assure, that General Cable will be able to sell General Photonics'
optical cable products
7
<PAGE> 9
and that General Photonics will become a major customer of the Company. In
addition, there are risks inherent in a joint venture relationship including,
among other things, whether the parties will be able to work together
successfully and share the same goals and strategies over a long period of time.
Failure of the General Photonics joint venture could have a material adverse
effect on the Company's business, results of operations or financial condition.
See "Business -- Customers and Marketing" and "Recent Developments -- Joint
Venture."
INTERNATIONAL SALES. For the fiscal years ended December 31, 1994 and 1995
and the nine month period ended September 30, 1996, export sales from the United
States accounted for approximately 11%, 22% and 25%, respectively, of the
Company's total revenues. The Company anticipates that international sales will
continue to account for a significant portion of sales. The Company intends to
continue to expand its export sales and to enter additional international
markets, which will require significant management attention and financial
resources. The Company's operating results are subject to the risks inherent in
international sales, including, but not limited to, regulatory requirements,
political and economic changes and disruptions, transportation delays and
potentially adverse tax consequences. In addition, fluctuations in exchange
rates may render the Company's products less competitive relative to local
product offerings, or could result in foreign exchange losses, depending upon
the currency in which the Company sells its products. Sales of certain products
may be restricted by foreign patents, and the Company may be required to seek
additional patent licenses and pay royalties. These factors could have a
material adverse effect on the Company's business, results of operations or
financial condition.
SIGNIFICANT DEPENDENCE UPON SINGLE OPTICAL FIBER MANUFACTURING
FACILITY. While some manufacturing of optical fiber is done at the Company's
facility in Avon, Connecticut, substantially all of its manufacturing of optical
fiber occurs at its plant in Sturbridge, Massachusetts. Although the Company
maintains a certain amount of business interruption insurance, any significant
disruption of operations at this facility, its other facilities or those of
General Photonics could have a material adverse effect on the Company's
business, results of operations or financial condition.
ENVIRONMENTAL REGULATIONS. The Company is subject to a number of federal,
state and local governmental regulations related to the use, storage, discharge
and disposal of toxic, volatile or otherwise hazardous chemicals used in its
business. Any failure to comply with present or future regulations could result
in fines being imposed on the Company and the suspension of production or a
cessation of operations. In addition, such regulations could restrict the
Company's ability to expand or could require the Company to acquire costly
equipment or to incur other significant expenses to comply with environmental
regulations or to remediate any pollution.
MERGERS AND ACQUISITIONS. The Company may in the future pursue
acquisitions of complementary product lines, technologies or businesses. Future
acquisitions could result in potentially dilutive issuances of equity
securities, the incurrence of debt and contingent liabilities and amortization
expenses related to goodwill and other intangible assets, which could have a
material adverse effect on the Company's business, results of operations or
financial condition. In addition, mergers and acquisitions involve numerous
risks, including difficulties in the assimilation of the operations,
technologies and products of the acquired companies, the diversion of
management's attention from other business concerns, the risk of entering
markets in which the Company has no or limited direct prior experience, the
seasonality of sales, the possible difficulty of operating companies in
different geographical locations with different corporate cultures, and the
potential loss of key employees of the acquired company. There are currently no
binding agreements or understandings with respect to any future acquisitions.
FLUCTUATIONS IN OPERATING RESULTS. The Company's revenues and operating
results may vary significantly from quarter to quarter as a result of a number
of factors, many of which are outside of management's control. These factors
include, among others, changes in demand for the Company's products, changes in
pricing policies by the Company and its competitors, manufacturing delays and
inefficiencies, the timing of the Company's and its competitors' planned
capacity increases, the entrance of new competitors, the timing and impact of
acquisitions and general economic conditions both domestically and
internationally.
8
<PAGE> 10
VOLATILITY OF THE COMPANY'S STOCK PRICE. The market price of the Company's
Common Stock has fluctuated significantly. The Company believes that factors
both related and unrelated to the performance of the Company have caused market
price volatility, and there can be no assurance that the market price of the
Company's Common Stock will not experience significant fluctuations in the
future. See "Price Range of Common Stock and Dividend Policy."
NO DIVIDENDS. The Company has paid no dividends since its inception. It
anticipates retaining future earnings for operations and does not anticipate
that dividends will be paid in the foreseeable future. See "Price Range of
Common Stock and Dividend Policy."
ANTI-TAKEOVER PROVISIONS. Certain provisions of the Company's Restated
Certificate of Incorporation and Amended and Restated By-Laws and Delaware law
could have the effect of making it more difficult for a third party to acquire,
or of discouraging a third party from attempting to acquire, control of the
Company. See "Description of Securities." In addition, Corning has the right to
terminate its patent license to the Company in the event that more than 30% of
the Company's voting stock is acquired, directly or indirectly, by another
manufacturing company. In connection with the recently formed General Photonics
joint venture, General Cable has agreed that it will not, without the Company's
consent, acquire any interest in the Company's securities for at least the life
of the venture. The Company has recently sold $24.0 million of senior secured
notes. The holders of the senior secured notes have the right to require the
Company to repay the senior secured notes if any person other than a member of
then current management or a group composed of all members of then current
management acquires more than 30% of the Company's voting stock prior to January
1, 2000 or 50% of the Company's voting stock thereafter. See "Recent
Developments -- Senior Debt Financing and Refinancing of Existing Bank Loans."
Some employee benefits may be accelerated upon the occurrence of certain change
in control events. Such arrangements, individually and in the aggregate, could
diminish the opportunities for a stockholder to participate in tender offers
(including tender offers at a price above the then current market price of the
Common Stock), mergers and major corporate transactions and could limit the
price that certain investors might be willing to pay in the future for shares of
Common Stock.
9
<PAGE> 11
RECENT DEVELOPMENTS
Joint Venture. In December 1996, the Company formed General Photonics, a
50-50 joint venture between the Company and General Cable. General Cable, a
subsidiary of Wassall plc, is one of the leading manufacturers and suppliers in
the United States wire and cable industry, with 1995 sales approximating $1.1
billion. General Cable, through its subsidiary, General Cable Industries, Inc.
purchased certain assets of the Company's optical fiber cable subsidiary,
Applied Photonic Devices, Inc. ("APD"), for approximately $6.3 million (subject
to adjustment) and then contributed them to General Photonics for a 50% equity
interest. APD contributed its remaining assets to General Photonics in exchange
for the other 50% equity interest. General Photonics' primary mission is to
design, develop and manufacture optical fiber cable for the customer premises
market in the United States, Canada and Mexico. General Photonics will purchase
its optical fiber from SpecTran Communication. Fiber optic cable and other
products manufactured by General Photonics will be marketed primarily through
General Cable's direct sales force and sales representatives, with marketing,
technical sales support as well as some direct sales and customer support
provided by General Photonics personnel. Both the Company and General Cable have
agreed not to compete with General Photonics. In addition, General Cable has
agreed that it will not, without the Company's consent, acquire any interest in
the Company's securities for at least the life of the joint venture. General
Photonics will be accounted for as an unconsolidated subsidiary under the equity
method of accounting pursuant to which the Company will record its 50% interest
in the net operating results. Prior to the formation of General Photonics, APD's
results of operations, including net sales and expenses, were consolidated with
those of the Company. APD's operations had accounted for approximately 25% of
the Company's 1996 net sales. See "Pro Forma Condensed Consolidated Financial
Information."
Senior Debt Financing and Refinancing of Existing Bank Loans. In December
1996, the Company sold to a limited number of selected institutional investors
an aggregate principal amount of $24.0 million of senior secured notes (the
"Notes"), consisting of $16.0 million of 9.24% Series A Senior Secured Notes due
December 26, 2003 (the "Series A Notes") and $8.0 million of 9.39% Series B
Senior Secured Notes due December 26, 2004 (the "Series B Notes"). Interest on
the Notes is payable semi-annually, with five equal annual principal repayments
required beginning December 26, 1999 for the Series A Notes and December 26,
2000 for the Series B Notes. The Notes constitute senior secured debt of the
Company secured by a first priority security interest in substantially all of
the assets of the Company and all current and hereinafter created or acquired
subsidiaries, a pledge by the Company of the issued and outstanding stock of its
subsidiaries and mortgages on real estate owned by the Company's subsidiaries.
The Company's obligations are also guaranteed by the Company's subsidiaries and
rank on an equal basis with all other senior secured indebtedness of the
Company. The Company may repay the Notes at any time, subject to the payment of
an amount to compensate the noteholders for lost interest, except for a one-time
prepayment of up to $3.0 million of the Notes, ratably, which the Company may
make without any such payment on any annual anniversary date of the Notes
commencing December 26, 2000. The noteholders have the right to require
repayment of the notes if any person other than a member of then current
management or a group composed of all members of then current management
acquires more than 30% of the voting stock of the Company prior to January 1,
2000 or 50% thereafter. The Notes also provide for certain financial and
non-financial covenants usual for this type of transaction. The Company
concurrently used approximately $14 million from the sale of the Notes to repay
all outstanding indebtedness and restructured its existing $22.0 million of
total borrowing capacity with its principal bank, composed of a $14.5 million
revolving credit agreement and $7.5 million in equipment and real estate term
loans, into a $20.0 million revolving credit agreement, maturing December 1999,
with the same security interest in the Company's assets as the Notes. The
Company has the option to select from time to time the interest rate on the
revolving credit agreement at either the LIBOR rate plus 1.5% or Fleet Bank's
prime rate provided that, under certain circumstances, Fleet Bank may deem that
the LIBOR rate is not available. See "Pro Forma Condensed Consolidated Financial
Information."
Expansion of Manufacturing Facility. The Company has commenced the
expansion of its principal manufacturing facility for multimode and single-mode
fiber located in Sturbridge, Massachusetts. The expansion will increase the size
of the facility from approximately 50,000 square feet to approximately 100,000
square feet and is expected to result in an approximately 100% increase in
manufacturing capacity. This
10
<PAGE> 12
expansion is planned in stages (the first phase is expected to be completed in
the second half of 1997) and will be financed by the net proceeds of this
offering, cash flow from operations and borrowings. See "Business -- Properties"
and "Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources."
Acquisition of New Facility by Specialty Fiber Operation. In October 1996,
SpecTran Specialty purchased a 42,000 square foot building located in Avon,
Connecticut. The Company expects that the facility will be ready to commence
manufacturing operations in approximately mid-1997. The Company will continue to
conduct its specialty fiber operations at its current facilities until
modifications to the new building are completed. The Company is expanding the
new facility to approximately 58,000 square feet which it anticipates will
result in an increase in SpecTran Specialty's manufacturing capacity of
approximately 50%. See "Business -- Properties."
Recent Supply Agreements. In 1996 the Company announced three year
agreements with Corning and Lucent to supply multimode fiber valued at
approximately $28 million and $35 million in total revenues, respectively. These
sales are not subject to the annual quantity limitations contained in the
Company's patent license from Corning.
11
<PAGE> 13
USE OF PROCEEDS
The net proceeds to the Company from the sale of the 1,300,000 shares of
Common Stock offered hereby by the Company are estimated to be $22.8 million
($26.8 million if the Underwriters' over-allotment option is exercised in full),
at a public offering price of $19.00 per share and after deducting the
underwriting discount and estimated offering expenses payable by the Company.
The Company will not receive any proceeds from the sale of Common Stock by the
Selling Stockholder in this offering, but will receive $400,000 from the Selling
Stockholder's exercise of its warrant.
The Company intends to use the net proceeds from this offering for the
expansion of manufacturing capacity, working capital and general corporate
purposes. Pending such use, net proceeds will be invested in short-term,
high-grade interest-bearing securities.
PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY
The Company's Common Stock is traded on the Nasdaq National Market under
the symbol "SPTR." Set forth below is high and low sales price information for
the Company's Common Stock for the periods indicated as reported on the Nasdaq
National Market:
<TABLE>
<CAPTION>
HIGH LOW
---- ----
<S> <C> <C>
1995
First Quarter........................................................ 6 5/8 4 5/8
Second Quarter....................................................... 7 1/4 4 7/8
Third Quarter........................................................ 7 1/8 5 1/2
Fourth Quarter....................................................... 6 5/8 5
1996
First Quarter........................................................ 8 7/8 5 1/4
Second Quarter....................................................... 28 5/8 8
Third Quarter........................................................ 22 1/8 12 1/2
Fourth Quarter....................................................... 19 3/8 16 1/8
1997
First Quarter (through February 11, 1997)............................ 24 1/2 20 3/8
</TABLE>
On February 11, 1997, the closing price of the Common Stock, as reported on
the Nasdaq National Market, was $20.375, and on that date there were 731 holders
of record of the Company's Common Stock.
The Company has not paid any cash dividends on the Common Stock and does
not intend to pay cash dividends in the foreseeable future. The Company expects
that earnings will be retained to finance the Company's business. Future
dividends, if any, will depend upon the Company's earnings, financial condition,
cash requirements, future prospects and other factors deemed relevant by the
Company's Board of Directors from time to time.
12
<PAGE> 14
CAPITALIZATION
The following table sets forth the capitalization of the Company as of
September 30, 1996 on a pro forma basis to reflect the events described under
"Recent Developments -- Senior Debt Financing and Refinancing of Existing Bank
Loans" and "Recent Developments -- Joint Venture," and on a pro forma adjusted
basis to reflect (i) the sale of 1,300,000 shares of Common Stock offered by the
Company hereby at a public offering price of $19.00 and the application of the
estimated net proceeds to the Company therefrom as described under "Use of
Proceeds," and (ii) the exercise by the Selling Stockholder of its warrant to
purchase 200,000 shares of Common Stock at an exercise price of $2.00 per share.
This table should be read in conjunction with, and is qualified in its entirety
by, the Company's financial statements and the notes thereto included elsewhere
or incorporated by reference in this Prospectus.
<TABLE>
<CAPTION>
SEPTEMBER 30, 1996
-------------------------------------
PRO FORMA
ACTUAL PRO FORMA ADJUSTED
------- --------- -----------
(IN THOUSANDS)
<S> <C> <C> <C>
Long-term Debt............................................. $12,000 $24,000 $24,000
------- ------- -------
Stockholders' Equity:
Common Stock, voting, $.10 par value; authorized
20,000,000 shares; 5,396,963 issued and outstanding
(actual and pro forma); 6,896,963 (pro forma adjusted)
(1)................................................... 539 539 689
Common Stock, non-voting, $.10 par value; authorized
250,000 shares; none issued........................... -- --
Paid-in Capital............................................ 26,745 26,745 49,813
Net Unrealized Gain on Marketable Securities............... 15 15 15
Retained Earnings (Deficit)................................ (136) 62 62
------- ------- -------
Total Stockholders' Equity....................... 27,163 27,361 50,579
------- ------- -------
Total Capitalization............................. $39,163 $51,361 $74,579
======= ======= =======
</TABLE>
- ---------------
(1) Excludes 643,811 shares of Common Stock subject to options granted to
employees and directors of the Company at a weighted average exercise price
of $9.45 per share and 150,000 shares of Common Stock which remain subject
to the Selling Stockholder's warrant at an exercise price of $2.00 per
share.
13
<PAGE> 15
SELECTED CONSOLIDATED FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE DATA)
The following selected consolidated financial data should be read in
conjunction with the Company's consolidated financial statements and related
notes thereto and "Management's Discussion and Analysis of Financial Condition
and Results of Operations" included elsewhere or incorporated by reference in
this Prospectus. The statements of operations data for the years ended December
31, 1993, 1994 and 1995, and the balance sheet data at December 31, 1994 and
1995 are derived from, and are qualified by reference to, the audited
consolidated financial statements and related notes thereto included elsewhere
in this Prospectus which have been audited by KPMG Peat Marwick LLP. The
statements of operations data for the years ended December 31, 1991 and 1992 and
the balance sheet data at December 31, 1991, 1992 and 1993 are derived from
audited consolidated financial statements not included herein. The statements of
operations data for the nine months ended September 30, 1995 and 1996 and the
balance sheet data at September 30, 1996 are derived from unaudited consolidated
financial statements that include, in the opinion of management, all
adjustments, consisting of normal recurring adjustments, necessary for a fair
presentation of the information set forth therein. The results of operations for
the nine months ended September 30, 1996 or any other period are not necessarily
indicative of future results.
<TABLE>
<CAPTION>
NINE MONTHS ENDED
YEARS ENDED DECEMBER 31, SEPTEMBER 30,
------------------------------------------------------ ------------------
1991 1992 1993 1994(1) 1995(2)(3) 1995 1996(3)
------- ------- ------- ------- ---------- ------- -------
(UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENTS OF OPERATIONS DATA(3):
Net Sales................................... $16,255 $21,371 $25,578 $26,926 $ 38,581 $27,035 $44,915
Cost of Sales............................... 10,159 12,637 15,963 19,303 25,520 17,941 28,621
------- ------- ------- ------- ------- ------- -------
Gross Profit................................ 6,096 8,734 9,615 7,623 13,061 9,094 16,294
Selling and Administrative Expenses......... 2,525 3,253 3,293 6,319 9,669 6,698 9,909
Research and Development Cost............... 353 629 954 1,974 2,827 2,103 2,321
------- ------- ------- ------- ------- ------- -------
Income (Loss) from Operations............... 3,218 4,852 5,368 (670) 565 293 4,064
Interest Income............................. 245 244 246 327 328 240 166
Interest Expense............................ (81) (58) (37) (303) (626) (434) (528)
Other, Net.................................. 46 (26) 52 159 510 358 122
------- ------- ------- ------- ------- ------- -------
Other Income (Expense), Net................. 210 160 261 183 212 164 (240)
Income (Loss) before Income Taxes........... 3,428 5,012 5,629 (487) 777 457 3,824
Income Tax Expense.......................... 670 1,368 1,974 -- 235 187 1,300
------- ------- ------- ------- ------- ------- -------
Net Income (Loss)........................... $ 2,758 $ 3,644 $ 3,655 $ (487) $ 542 $ 270 $ 2,524
======= ======= ======= ======= ======= ======= =======
Net Income (Loss) per Share................. $ .50 $ .66 $ .67 $ (.09) $ .10 $ .05 $ .43
Weighted Average Number of Common Shares
Outstanding............................... 5,521 5,556 5,488 5,203 5,583 5,410 5,930
======= ======= ======= ======= ======= ======= =======
</TABLE>
<TABLE>
<CAPTION>
AS OF SEPTEMBER 30, 1996
AS OF DECEMBER 31, --------------------------------------
--------------------------------------------------- PRO FORMA
1991 1992 1993 1994 1995 ACTUAL PRO FORMA(4) ADJUSTED(5)
------- ------- ------- ------- ------- ------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA(3):
Working Capital............... $ 7,780 $11,860 $11,853 $11,379 $15,959 $16,168 $ 29,789 $53,007
Total Assets.................. 19,810 22,848 26,712 31,362 40,365 46,561 57,846 81,064
Long-term Debt................ 708 367 300 5,240 10,000 12,000 24,000 24,000
Stockholders' Equity.......... 15,864 20,009 23,614 23,104 24,296 27,163 27,361 50,579
</TABLE>
- ---------------
(1) Included in 1994 are results of SpecTran Specialty from its date of
acquisition on February 18, 1994.
(2) Included in 1995 are results of APD from its date of acquisition on May 23,
1995.
(3) See accompanying pro forma condensed consolidated balance sheet at September
30, 1996 and pro forma condensed consolidated statements of operations for
the year ended December 31, 1995 and the nine months ended September 30,
1996, following the consolidated financial statements, giving effect to the
formation of General Photonics as if that transaction had occurred January
1, 1995 and the sale of $24.0 million of senior notes and the restructuring
of the Company's revolving credit facility as if those transactions had
occurred September 30, 1996. See also "Recent Developments -- Senior Debt
Financing and Refinancing of Existing Bank Loans" and "Recent Developments
-- Joint Venture."
(4) Adjusted on a pro forma basis to give effect to the formation of General
Photonics and the senior debt financing and refinancing as shown in the
accompanying pro forma condensed consolidated financial statements.
(5) Adjusted to reflect (i) the events described under "Recent Developments --
Senior Debt Financing and Refinancing of Existing Bank Loans" and "Recent
Developments -- Joint Venture," (ii) the sale of 1,300,000 shares of Common
Stock offered by the Company hereby at a public offering price of $19.00 per
share and the application of the estimated net proceeds to the Company
therefrom as described under "Use of Proceeds" and (iii) the exercise by the
Selling Stockholder of its warrant to purchase 200,000 shares of Common
Stock at an exercise price of $2.00 per share.
14
<PAGE> 16
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
This Management's Discussion and Analysis of Financial Condition and
Results of Operations section and other parts of this Prospectus contain
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that involve
risks and uncertainties. The Company's actual results and the timing of certain
events may differ significantly from the results discussed in the
forward-looking statements. Factors that could cause or contribute to such
differences include, but are not limited to, those discussed below and in "Risk
Factors" and "Business."
OVERVIEW
Currently, SpecTran develops, manufactures, and markets high quality
optical fiber, optical fiber cables and value-added optical fiber components and
assemblies. Prior to 1993, the Company had a narrow customer base and was
focused on the production of multimode fiber for the domestic market. In 1993
the Company began to implement a strategic plan to diversify its products,
markets and customer base. As part of this plan, the Company reintroduced
single-mode fiber in 1993 and began marketing it internationally. In 1994 the
Company acquired Ensign-Bickford's specialty fiber operations (which later
became SpecTran Specialty), allowing the Company to become a world-wide leader
in fiber optic specialty applications. The Company entered the fiber optic cable
market in May 1995 by acquiring APD in order to participate more extensively in
the rapid growth of the data communications market, the principal end market of
multimode fiber. In December 1996 the Company formed General Photonics, a joint
venture with General Cable, to develop, manufacture and market fiber optic
cable.
RESULTS OF OPERATIONS
The following table sets forth, for the periods indicated, certain
financial data as a percentage of net sales:
<TABLE>
<CAPTION>
NINE MONTHS ENDED
YEARS ENDED DECEMBER 31, SEPTEMBER 30,
------------------------- -----------------
1993 1994 1995 1995 1996
----- ----- ----- ----- -----
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Net Sales...................................... 100.0% 100.0% 100.0% 100.0% 100.0%
Cost of Sales.................................. 62.4% 71.7% 66.1% 66.4% 63.7%
----- ----- ----- ----- -----
Gross Profit................................. 37.6% 28.3% 33.9% 33.6% 36.3%
Selling and Administrative Expenses............ 12.9% 23.5% 25.1% 24.7% 22.1%
Research and Development Cost.................. 3.7% 7.3% 7.3% 7.8% 5.2%
----- ----- ----- ----- -----
Income (Loss) from Operations.................. 21.0% (2.5)% 1.5% 1.1% 9.0%
Other Income (Expense), net.................... 1.0% .7% .5% .6% (.5)%
Income (Loss) before Income Taxes.............. 22.0% (1.8)% 2.0% 1.7% 8.5%
Income Tax Expense............................. 7.7% -- 0.6% 0.7% 2.9%
----- ----- ----- ----- -----
Net Income (Loss)......................... 14.3% (1.8)% 1.4% 1.0% 5.6%
===== ===== ===== ===== =====
</TABLE>
NINE MONTHS ENDED SEPTEMBER 30, 1996 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
1995
Net Sales
Net sales increased $17.9 million, or 66.1%, from $27.0 million to $44.9
million for the nine months ended September 30, 1996. This increase was
primarily due to strong market demand for the Company's multimode and
single-mode communications fiber. The acquisition of APD in May 1995 also
contributed to the increase in net sales. Selling prices for multimode and
single-mode fiber have increased in 1996, largely due to the strong market
demand and price adjustments related to certain raw material cost increases in
the case of multimode fiber. SpecTran Communication represented approximately
half of the Company's net sales with the balance divided relatively evenly
between SpecTran Specialty and APD.
15
<PAGE> 17
Gross Profit
Gross profit increased $7.2 million, or 79.2%, from $9.1 million to $16.3
million for the nine months ended September 30, 1996. As a percentage of net
sales, the gross profit increased to 36.3% for the nine months ended September
30, 1996 from 33.6% for the nine months ended September 30, 1995. This increase
in gross profit was primarily due to increased net sales in 1996 and lower
production costs resulting from manufacturing process and yield improvements.
The increase in gross margin was partially offset by lower margins at APD which
was acquired in May 1995 and at SpecTran Specialty.
As a percentage of net sales, royalties decreased from 4.2% for the nine
months ended September 30, 1995 to 3.8% for the nine months ended September 30,
1996. This decrease in royalties as a percentage of net sales was primarily due
to an increase in the net sales not subject to royalties.
Selling and Administrative
Selling and administrative expenses increased by $3.2 million, or 47.9%,
from $6.7 million to $9.9 million for the nine months ended September 30, 1996.
This increase was primarily due to including a full nine months of APD expenses
in the 1996 period versus only four months in the 1995 period. A substantially
higher provision for incentive compensation in the 1996 period also contributed
to the increase. As a percentage of net sales, selling and administrative
expenses decreased to 22.1% for the nine months ended September 30, 1996 from
24.7% for the nine months ended September 30, 1995.
Research and Development
Research and development costs increased by $218,000, or 10.4%, from $2.1
million to $2.3 million for the nine months ended September 30, 1996. As a
percentage of net sales, research and development costs decreased from 7.8% for
the nine months ended September 30, 1995 to 5.2% for the nine months ended
September 30, 1996. The Company's increased research and development spending,
in absolute dollars, is primarily in programs designed to improve manufacturing
cost and product performance in both the multimode and single-mode product
lines, to develop new special performance fiber products and to develop
alternative process technologies.
Other Income (Expense), net
Other income (expense), net declined by $404,000 for the nine months ended
September 30, 1996 compared to the same period of 1995. The decline was caused
by higher interest expense of $94,000 (21.7%) and lower interest income of
$74,000 (30.8%) in the 1996 nine month period versus the comparable 1995 period,
in addition to the absence of the non-recurring material recovery income in the
1996 nine month period.
Income Taxes
A tax provision of 34% of pre-tax income was provided for the nine months
ended September 30, 1996 compared to a tax provision of 41% of pre-tax income in
the comparable period in 1995. The estimated effective tax rate for 1996 of 34%
is lower than the statutory and prior year's tax rates due to an anticipated
reduction in 1996 in the valuation allowance for deferred tax assets due to the
Company's belief that it is more likely than not that the additional deferred
tax asset will be realized through the utilization of operating loss and tax
credit carryforwards. The higher rate in the 1996 September quarter was to
adjust the year-to-date estimated tax rate up to 34% from the 27% that had been
used in the 1996 first half.
Net Income
Net income for the nine months ended September 30, 1996 was $2.5 million or
5.6% of net sales. Net income for the same period in 1995 was $270,000, or 1.0%
of net sales.
16
<PAGE> 18
YEAR ENDED DECEMBER 31, 1995 COMPARED TO YEAR ENDED DECEMBER 31, 1994
Net Sales
Net sales increased $11.7 million, or 43.3%, from $26.9 million to $38.6
million for the year ended December 31, 1995. The increase was primarily caused
by higher sales volumes due to strong market demand for the Company's standard
communication fiber, both multimode and single-mode, as well as specialty
products. The acquisition of APD and a full year of sales of SpecTran Specialty,
acquired in February 1994, also contributed to the increase.
Gross Profit
Gross profit increased $5.4 million, or 71.3%, from $7.6 million to $13.1
million for the year ended December 31, 1995. The gross profit, as a percentage
of net sales, increased to 33.9% in 1995 from 28.3% in 1994. Major factors
positively impacting gross profit were improved manufacturing efficiencies,
especially in the Company's single-mode product line. However, the gross profit
was negatively impacted in 1995 by approximately $1.8 million of costs
associated with manufacturing development of single-mode fiber compared to $2
million in 1994. Royalties on sales were approximately 4.1% and 5.5% of total
net sales during 1995 and 1994, respectively. The decrease in royalties was due
to a higher level of sales in 1995 not subject to royalties.
Selling and Administrative
Selling and administrative expenses increased $3.4 million, or 53.0%, from
$6.3 million to $9.7 million for the year ended December 31, 1995. As a
percentage of net sales, these costs increased during 1995 to 25.1% from 23.5%
during 1994. The significant increase in total selling and administrative
spending was primarily due to expenses related to the operation of the acquired
APD, increased personnel costs and increased market development activities
related to single-mode fiber in 1995.
Research and Development
Research and development costs increased by $853,000, or 43.2%, from $2.0
million to $2.8 million for the year ended December 31, 1995. Research and
development costs as a percentage of net sales remained constant from 1994 to
1995 at 7.3%. The Company has continued to invest in programs to improve
manufacturing cost and product performance in both the single-mode and multimode
product lines, to develop new special performance fiber products and to develop
alternative process technologies.
Other Income (Expense), net
Other income (expense), net increased by $29,000, or 16.0%, from $183,000
to $212,000 for the year ended December 31, 1995. Interest expense increased by
$323,000, or 106.7% from $303,000 to $626,000 during 1995 as a result of
increased levels of outstanding debt during 1995 associated with the acquisition
of APD. Other income increased in 1995 by $351,000 primarily due to
non-recurring material recovery income and proceeds received in connection with
the conversion of the Company's primary group health insurance provider from a
mutual company to a stock company.
Income Taxes
Income tax expense for the year ended December 31, 1995 was 30.3% of
pre-tax income versus no tax provision or benefit for the previous year. Income
tax expense was reduced due to a reduction in the valuation allowance for
deferred tax assets. The valuation allowance was reduced $437,000 in 1995 due to
the Company's belief at the time that it was more likely than not that the
additional deferred tax asset will be realized. Excluding the effect of
adjusting the valuation allowance, income tax expense as a percentage of pre-tax
income was 56.0% in 1995. See Note 10 of "Notes to Consolidated Financial
Statements." No tax benefit was provided in 1994 due to the uncertainty of the
future realization of net operating loss and tax credit carryforwards.
17
<PAGE> 19
Net Income (Loss)
The Company's net income in 1995 was $542,000, a 1.4% return on net sales
compared to a net loss in 1994 of $487,000.
YEAR ENDED DECEMBER 31, 1994 COMPARED WITH YEAR ENDED DECEMBER 31, 1993
Net Sales
Net sales increased $1.3 million, or 5.3%, from $25.6 million to $26.9
million for the year ended December 31, 1994, due primarily to additional
revenue provided by SpecTran Specialty.
The increased revenue provided by SpecTran Specialty offset the decline in
revenues from the Company's standard products where sales to two key customers,
as anticipated and previously reported, declined significantly in 1994 and
unfavorable market conditions throughout most of the year caused lower average
unit selling prices than in 1993. Also helping to offset the decrease in sales
of the Company's standard datacommunication multimode fiber were initial sales
of single-mode optical fiber.
Gross Profit
Gross profit decreased $2.0 million, or 20.7%, from $9.6 million to $7.6
million for the year ended December 31, 1994. The gross profit, as a percentage
of net sales, dropped to 28.3% in 1994 from 37.6% in 1993. A major factor
negatively impacting gross profit was approximately $2 million of costs
associated with manufacturing development of single-mode fiber. Royalties on net
sales were approximately 5.5% and 6.4% of total net sales during 1994 and 1993,
respectively. The decrease was due to a higher level of sales in 1994 not
subject to royalties.
Selling and Administrative
Selling and administrative expenses increased $3.0 million, or 91.9%, from
$3.3 million to $6.3 million for the year ended December 31, 1994. As a
percentage of net sales, these costs increased during 1994 to 23.5% from 12.9%
during 1994. The significant increase in total selling and administrative
spending was primarily due to expenses related to the operation of the acquired
SpecTran Specialty, increased personnel costs, and higher costs associated with
international marketing of single-mode fiber.
Research and Development
Research and development costs increased by $1.0 million, or 107.0%, from
$954,000 to $2.0 million for the year ended December 31, 1994. Research and
development costs as a percentage of net sales increased to 7.3% in 1994 from
3.7% in 1993. The Company has invested heavily in improved multimode product and
processes, alternative process technologies and development of single-mode
fiber, accounting for this increase.
Other Income (Expense), net
Other income (expense), net decreased by $78,000, or 29.8%, from $261,000
to $183,000 for the year ended December 31, 1994. The change was made up of
increased interest income of $81,000 (33.2%), increased interest expense of
$266,000 (720.5%) and increased other income of $107,000 (203.4%). Interest
income increased during 1994 primarily as a result of higher yields on
investments. The increase in interest expense was a result of increased levels
of outstanding debt during 1994. The Company had $5.2 million outstanding on a
revolving loan at a variable rate of interest. Other income increased in 1994 by
$106,000 primarily due to royalty income received by SpecTran Specialty.
Income Taxes
No tax benefit was provided for the 1994 loss largely due to the
uncertainty of future realization of certain of the carryforward amounts of
investment and research and experimentation tax credits which begin to expire in
1996. A tax provision of 35.1% of pre-tax income was provided in 1993.
18
<PAGE> 20
Net Income (Loss)
The Company's net loss in 1994 was $487,000. Net income in 1993 was $3.7
million which was a 14.3% return on sales.
QUARTERLY INFORMATION
The following table represents unaudited quarterly operating results for
the Company for the quarters ended in the fiscal years ended December 31, 1994
and December 31, 1995 and the three quarters ended September 30, 1996. The
Company believes that the following selected quarterly information includes all
adjustments (consisting of normal, recurring adjustments) that the Company
considers necessary for a fair presentation, in accordance with generally
accepted accounting principles. Results for any particular quarter are not
necessarily indicative of any future period. See "Risk Factors -- Fluctuations
in Operating Results."
<TABLE>
<CAPTION>
1994 1995 1996
---------------------------------- ---------------------------------- ---------------------------
QTR.1 QTR.2 QTR.3 QTR.4 QTR.1 QTR.2 QTR.3 QTR.4 QTR.1 QTR.2 QTR.3
------ ------ ------- ------ ------ ------ ------ ------- ------- ------- -------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net Sales................. $5,786 $6,639 $ 6,135 $8,366 $7,965 $9,099 $9,971 $11,546 $13,473 $15,281 $16,161
Gross Profit.............. 2,061 2,103 1,267 2,192 2,894 2,841 3,359 3,967 4,756 5,318 6,220
Selling and Administrative
Expenses................ 1,312 1,627 1,716 1,664 2,038 2,128 2,532 2,971 2,819 3,449 3,641
Income from Operations.... 457 166 (1,208) (85) 102 54 136 273 1,028 1,198 1,838
Net Income (Loss)......... 319 136 (720) (222) 83 8 179 272 684 833 1,007
Net Income (Loss) per
Common Share............ $ .06 $ .03 $ (.14) $ (.04) $ .02 -- $ .03 $ .05 $ .12 $ .14 $ .17
</TABLE>
LIQUIDITY AND CAPITAL RESOURCES
The Company's principal sources of cash are cash flow from operations,
established bank credit facilities and existing cash balances. During the nine
months ended September 30, 1996, the Company generated $1.6 million in net cash
from operating activities, borrowed an additional $2.0 million under its bank
credit facility, and reduced its marketable securities by an additional $2.8
million. Substantially all of this cash was used to fund capital expenditures of
approximately $6.2 million.
As of September 30, 1996, the Company had approximately $4.6 million of
cash, cash equivalents and marketable securities, including approximately $1.4
million in marketable securities classified as long-term assets, which could be
converted to cash if necessary. The Company's net working capital position as of
September 30, 1996 was approximately $16.2 million.
In December 1996, as part of the formation of General Photonics, its 50-50
joint venture with General Cable, the Company sold certain assets of APD for
approximately $6.3 million (subject to adjustment). Also in December 1996, the
Company sold an aggregate principal amount of $24.0 million of senior secured
notes and concurrently restructured its existing loans from its principal bank
into a $20.0 million revolving credit agreement. Approximately $14 million
raised from the sale of the Notes was used to repay existing indebtedness
leaving all $20.0 million of the revolving credit agreement available for use by
the Company. See "Recent Developments -- Joint Venture" and "Recent Developments
- -- Senior Debt Financing and Refinancing of Existing Bank Loans."
The Company has plans for capacity expansion requiring significant capital
expenditures through approximately the end of 1997. Planned expenditures for
capacity expansion include approximately $32 million for SpecTran Communication
and approximately $9 million for SpecTran Specialty. When completed, these
expansions are expected to increase SpecTran Communication's capacity by 100%
and SpecTran Specialty's by 50%. The Company intends to finance these expansions
through a combination of cash flow from operations, net proceeds from this
offering and borrowings.
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<PAGE> 21
RECENT ACCOUNTING PRONOUNCEMENTS
In October 1995, the Financial Accounting Standards Board (the "FASB")
issued SFAS No. 123, "Accounting for Stock-Based Compensation," which
established financial accounting and reporting standards for stock-based
employee compensation plans. Companies are encouraged, rather than required, to
adopt a new method that accounts for stock compensation awards based on their
fair value using an option pricing model. Companies that do not adopt this new
method will be required to make pro forma footnote disclosures of net income as
if the fair value-based method of accounting required by SFAS No. 123 had been
applied. The Company adopted SFAS No. 123 on January 1, 1996. Adoption of this
pronouncement did not have a material impact on the Company's financial position
or results of operations as the Company will make pro forma footnote disclosures
in its December 31, 1996, financial statements.
On January 1, 1996, the Company adopted SFAS No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of."
This statement requires that long-lived assets and certain identifiable
intangibles to be 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. This statement also requires that long-lived assets and
certain identifiable intangibles to be disposed of be reported at the lower of
carrying value or fair value less costs to sell. Adoption of the statement had
no impact on the Company's financial statements.
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<PAGE> 22
BUSINESS
The discussion in this Prospectus contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934 that involve risks and uncertainties. The
Company's actual results and the timing of certain events may differ materially
from the results discussed in the forward-looking statements. Factors that could
cause or contribute to such differences include, but are not limited to, those
discussed below and in "Risk Factors" and "Management's Discussion and Analysis
of Financial Condition and Results of Operations."
GENERAL
SpecTran develops, manufactures and markets high quality optical fiber,
optical fiber cables and value-added optical fiber components and assemblies.
The Company's products are used in a broad range of applications, including
LANs, WANs, customer premises systems, computer and peripheral connections,
intranets, the Internet, telephone systems, industrial process controls,
avionics and medical devices. The Company, either directly or through its joint
venture, sells its products to over 500 customers, including large
multi-national companies such as Lucent, Corning, Siemens-Rolm, Nortel,
Lockheed-Martin and Ericsson.
Rapid advances in information, communications and entertainment
technologies are creating growing demand for higher speed, greater bandwidth
communications, which the Company believes will be increasingly satisfied by
optical fiber-based communication systems. Optical fiber offers a number of
advantages over many other modes of communication, such as increased bandwidth,
lower transmission loss, immunity to electromagnetic and radio frequency
interference, greater security, smaller size and lower weight. An industry
expert forecasts that worldwide consumption of optical fiber and cable will grow
at a compound annual rate of approximately 18% in kilometers over the period of
1996-2001. The Company primarily focuses on niche markets which it believes will
grow at significantly faster rates than the overall optical fiber and cable
market during this period.
SpecTran operates through two wholly-owned subsidiaries, SpecTran
Communication and SpecTran Specialty, and through General Photonics, a recently
formed joint venture with General Cable, one of the largest manufacturers and
suppliers in the United States wire and cable industry. SpecTran Communication
develops, manufactures and markets multimode and single-mode optical fiber for
data communications and telecommunications applications. SpecTran Specialty,
acquired in February 1994, develops, manufactures and markets proprietary
multimode and single-mode fiber and value-added fiber optic products for
industrial, military/aerospace, communication and medical applications. General
Photonics, which was formed in December 1996 and is the successor to the fiber
optic cable business previously conducted by the Company's subsidiary, APD,
develops, manufactures and markets communications-grade fiber optic cable
primarily for the customer premises market in the United States, Canada and
Mexico.
TECHNOLOGY
Fiber optic technology utilizing glass as a communications medium was
developed in the 1970s and offers numerous technical advantages over traditional
media such as copper. Optical fibers are hair-thin solid strands of high quality
glass usually combined in cables for transmitting information in the form of
light pulses. An optical fiber consists of a core of high purity glass which
transmits light with little signal loss. This core is typically encased within a
covering layer of high purity glass referred to as optical cladding, which
reduces signal loss through the side walls of the fiber. The information to be
transmitted is converted from electrical impulses into light waves by a laser or
light emitting diode. At the point of reception, the light waves are converted
back into electrical impulses by a photo-detector.
Optical fiber's advantages include its high bandwidth, which permits
reliable transmission of complex signals such as multiple high-quality audio and
video channels and high-speed data formats such as Fiber Distributed Data
Interface (FDDI), Asynchronous Transfer Mode (ATM) and other communications
protocols. Compared to traditional copper cable used in telephony, optical fiber
has thousands of times the information carrying capacity, occupies less space
and operates over greater distances with significantly less attenuation. This
high capacity and reliability makes optical fiber systems well suited for
interactive
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<PAGE> 23
applications, allowing digitally encoded voice, data and video signals to be
transmitted in large volumes at high speed. Furthermore, optical fiber is immune
to electrical surges and electromagnetic interference which cause static in
copper wire transmission and wireless communication. Optical fiber has technical
advantages over wireless communications media such as transmission quality and
signal reliability. Optical fiber is also a safer choice in flammable
environments because it does not carry electricity. Additionally, communicating
through optical fiber is more secure than copper and wireless communications
because tapping into fiber optic cable without detection is very difficult.
Optical fiber quality is measured by several performance characteristics
and is reflected in the price of the fiber. These performance characteristics
include bandwidth, attenuation (signal loss over distance), tensile strength,
geometry and the dimensional and optical uniformity of the fiber. Optical fiber
users and manufacturers have established specifications and standards for both
multimode and single-mode fiber.
OPTICAL FIBER MARKETS AND APPLICATIONS
Overview. Industry data suggest that the worldwide fiber market measured
in kilometers is composed of approximately 90% single-mode fiber and
approximately 10% multimode fiber. According to industry data, in 1995 the
worldwide market totaled over 20 million kilometers having grown approximately
28% in that year and in 1994. An industry expert believes that worldwide
consumption of optical fiber in kilometers will grow at an annual rate of
approximately 18% over the period from 1996-2001. In the past, North America has
accounted for at least half of the worldwide consumption of optical fiber. In
recent years, however, North America's share of the fiber market has declined
due to dramatically increased fiber usage in other parts of the world. In 1995
North America's share amounted to approximately 41%, with the Pacific Rim and
other emerging markets such as India, China, Latin America and Eastern Europe
together accounting for approximately 42%. Furthermore, that same industry
expert is forecasting that by the year 2001 the Pacific Rim will be the highest
volume consumer of optical fiber.
Multimode Fiber. The principal market for the Company's multimode fiber
products is the data communications industry in North America, with an emphasis
on short distance communications between computers and from computers to
peripheral equipment, such as in LANs, WANs, intranets and the Internet. The
Company believes that the North American market for multimode fiber presently is
approximately $150 million annually, of which SpecTran Communication's share is
approximately 20%. An industry expert projects that the consumption of multimode
fiber in North America will grow at a compound annual rate, in kilometers, of
approximately 24% through 2001. The Company believes that during the last two
years SpecTran Communication's production and sale of multimode fiber grew in
excess of overall optical fiber and cable market rates.
Single-mode Fiber. The principal market for the Company's single-mode
fiber products is the telecommunications industry, where the fiber is used
mainly for long distance telephone lines. The Company believes that the
worldwide market for single-mode fiber is approximately $1.6 billion annually.
An industry expert estimates that this market has grown at a compound annual
rate, in kilometers, in excess of 20% during the last two years and that the
worldwide single-mode fiber market will grow at approximately 15% through 2001.
As part of the Company's reintroduction in 1993 of its single-mode fiber
product, the Company spent over $6 million in research and manufacturing
development in part to ensure that its product would meet the standards required
by the marketplace. The Company has and intends to continue to focus its
single-mode fiber sales efforts in selected developing and newly industrialized
countries that are aggressively upgrading their communication infrastructures,
such as the Pacific Rim countries, India and Latin American countries. The
single-mode fiber market in these countries is projected to grow at annual rates
well in excess of the growth anticipated for the single-mode market as a whole.
Single-mode fiber sales in dollars currently represent a small portion of
SpecTran Communication's sales. However, the volume of SpecTran Communication's
single-mode sales in kilometers for 1996 began to approach the kilometer volume
of its sales of multimode fiber.
Specialty Fiber Products. Fiber optic products are increasingly being
utilized as components and sub-assemblies for a variety of applications in the
communications, industrial, military/aerospace and medical
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<PAGE> 24
markets. The Company has focused on and believes it is a leading company in
these markets worldwide. The Company believes that the aggregate worldwide
market for these specialty applications approximates at least $90 million
annually and is expected to grow at a rate in excess of the overall fiber and
cable market through 2001.
Fiber Optic Cable. Fiber optic cables are engineered protective sheaths
which surround optical fiber and are the means by which optical fiber is
typically installed and used. Cables are constructed of various extruded
polymers, filling compounds, strength members and other jacketing materials. The
price of optical fiber cables varies depending upon the design complexity and
the number of optical fibers in a cable, with the largest cost component being
the optical fiber included in the cable. The Company presently believes that the
market for optical cable for the customer premises market in the United States,
Canada and Mexico, the market and territory General Photonics primarily serves,
approximates $350 million annually. An industry expert estimates that this
market will grow at a compound annual rate, measured in cabled fiber kilometers,
of approximately 24% through 2001, similar to the expected growth in the
multimode optical fiber market.
BUSINESS STRATEGY
SpecTran's strategy is to capitalize on its proprietary manufacturing
processes and technologies and license rights in order to strengthen its
position as a leading supplier to data communications and specialty markets and
to further penetrate targeted international telecommunications markets. The
Company is implementing this strategy by increasing its production capacity and
efficiency; pursuing strategic alliances with other industry leaders; developing
higher-margin, value-added products; expanding international and domestic
distribution; leveraging its core technologies; and seeking to acquire
complementary products, technologies and businesses. The Company's research and
development activities are directed towards improving its manufacturing
processes and efficiencies for existing products as well as developing new
products. The Company intends to focus on market niches where it has established
or believes it can develop a leadership position, deliver technologically
innovative products and continue to take advantage of its vertically integrated
infrastructure.
Expand Manufacturing Capacity. In order to capitalize on the expected
growth in its target markets, the Company is significantly expanding
manufacturing capacity at all of its operations. The largest investment is being
made at SpecTran Communication with the goal of ensuring product availability
for the Company's customers. The Company believes that this expansion should
result in certain economies of scale enabling it to reduce unit manufacturing
costs.
Pursue Strategic Alliances. The Company has aggressively pursued strategic
relationships in order to leverage its strengths with those of other industry
leaders. Recently, the Company formed General Photonics, a joint venture with
General Cable. Because General Cable has an established presence in the data
communications market, its distribution network and field sales force will be
the primary means by which General Photonics products will be marketed. The
Company intends to continue to review partnering opportunities with candidates
that have the potential to accelerate its growth and increase its profitability.
In addition, the Company has patent licenses from Corning and Lucent which it
uses in conjunction with its own internal proprietary technologies and has
multi-year agreements to supply optical fiber to both of these companies.
Develop Value-Added Products. Fiber optics components are increasingly
used in a wide range of products being developed and sold by OEMs. These
components are often highly engineered, requiring significant technical
development such as that provided by the Company. These specialized components
generally have higher gross margins and can often be provided on a sole source
basis. The Company is aggressively pursuing these markets by developing
relationships with OEMs and continually improving its own internal engineering
and development efforts. The Company believes these specialty markets represent
a significant future profit opportunity.
Expand International and Domestic Distribution. With its increased product
diversity and greater manufacturing capacity, the Company is seeking to expand
its international and domestic distribution. The Company has increased its
international sales to approximately 25% of total sales in the first nine months
of 1996 from approximately 11% in 1994 through acquisitions and new
international distributors. The Company will continue to focus its single-mode
fiber sales in selected developing and newly industrialized countries that
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<PAGE> 25
are aggressively upgrading their communication infrastructures, such as the
Pacific Rim countries, India and Latin American countries. The single-mode fiber
market in these countries is projected to grow at annual rates well in excess of
the growth anticipated for the single-mode market as a whole. The Company also
intends to continue increasing its international sales by aggressive marketing
of its specialty fiber optic products. Domestically, the Company is seeking to
expand distribution through the General Photonics joint venture.
Leverage Core Technologies. The Company has substantial experience and
know-how in manufacturing optical fiber, optical cable and fiber optic specialty
products. This expertise has facilitated the continual enhancement of existing
products and the development of new products. In addition, the Company has
lowered manufacturing costs through process improvements, including advances in
manufacturing equipment. The Company is also developing new technology for the
manufacture of fiber. The Company expects to continue directing research and
development efforts toward the development of new products and product
enhancements and improving its manufacturing technology and know-how in order to
increase its sales and profitability.
Acquire Complementary Products, Technologies or Companies. The Company
seeks to enhance its growth, improve its gross margins and capitalize on
emerging markets and technologies by pursuing selected acquisitions. For
example, the Company added higher gross margin, value-added products and
vertically integrated through the acquisition of SpecTran Specialty in February
1994. The Company entered the fiber optic cable market in May 1995 by the
acquisition of APD in order to vertically integrate and to participate more
extensively in the rapid growth of the data communications market, the principal
end market of multimode fiber. The Company intends to continue to review
potential acquisitions and will pursue those opportunities which it believes
will accelerate its growth, improve its profitability or enhance its competitive
position. There are currently no binding agreements or understandings with
respect to any future acquisitions.
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<PAGE> 26
PRODUCTS
<TABLE>
The following table describes the Company's and General Photonics'
principal product areas and the markets they serve:
<CAPTION>
- -------------------------------------------------------------------------------------------------------
PRODUCTS APPLICATIONS TARGET CUSTOMERS
- -------------------------------------------------------------------------------------------------------
<S> <C> <C>
- -------------------------------------------------------------------------------------------------------
SpecTran Communication
- -------------------------------------------------------------------------------------------------------
Data communication grade Data communications, including Integrated cablers (e.g., Lucent,
multimode fiber: 50, 62.5 and FDDI and fast Ethernet; LANs; Chromatic Technologies);
100 micrometer core diameters video; CCTV; computer peripherals independent cablers (e.g.,
channel attachment Optical Cable Corporation,
CommScope, General Photonics)
- -------------------------------------------------------------------------------------------------------
Telephone grade single-mode Telephony (principally in Independent data communications
fiber emerging economies); high-speed domestic cablers; international
short-distance data telecommunications cablers
communication, including Fibre (e.g., India, China, Mexico)
Channel and FDDI
- -------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------
SpecTran Specialty
- -------------------------------------------------------------------------------------------------------
Step and graded index multimode Factory LANs and PLC Factory, transportation and
fiber and cable: polymer interconnects; mobile video; medical OEMs; systems designers
clad/glass core, high numerical avionics; high-speed ground-based and integrators; geophysical
aperture, radiation tolerant, transportation; geophysical exploration companies; US
power delivery and high exploration and monitoring; government and military;
temperature fiber; avionics sensing; power transmission, utilities; telecom and
cable; high dielectric strength including laser surgery; blood supercomputer OEMs; systems
cable; tether cables gas monitoring; radiation designers and integrators
resistant links; high-speed,
short-distance telecom
interconnects (e.g., telephone
switching systems and PBXs);
supercomputer links
- -------------------------------------------------------------------------------------------------------
Specialty single-mode fiber and Metallized pigtails, couplers, Telecommunications;
cable: photo-sensitive, amplifiers, geophysical optoelectronic manufacturers;
rare-earth, delay line and exploration and monitoring; well-logging companies and system
fatigue resistant fiber; gyroscopes; wave- length division integrators; defense contractors
avionics cable; tether cables multiplexers
- -------------------------------------------------------------------------------------------------------
Components and assemblies: crimp Industrial automation; OEMs; systems designers and
and cleave connectors; pigtails; environmental monitoring; integrators; facilities managers;
fiber optic arrays; specialty customer premises networking; utilities; optoelectronic device
and hybrid interconnects; tool military spec and high manufacturers; defense
kits reliability assemblies; high contractors
power laser delivery; sensing;
illumination; spectroscopy
- -------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------
General Photonics
- -------------------------------------------------------------------------------------------------------
Indoor cable: tight buffered Building backbones; riser and Networking systems and LAN OEMs;
distribution and breakout plenum installation systems designers and
designs integrators; installers;
facilities managers
- -------------------------------------------------------------------------------------------------------
Outdoor cable: loose tube; Customer premises backbones, Networking systems and LAN OEMs;
gel-filled; direct burial; including densely populated systems designers and
aerial; armored; figure eight buildings and campuses; Fibre integrators; installers;
Channel; FDDI; bypass telecom facilities managers
- -------------------------------------------------------------------------------------------------------
Cable accessories: pulling Customer premises systems and LAN Installers; system integrators;
devices; breakout, splitter and installation and repair LAN OEM's; utilities
restoration kits; cable
terminations
- -------------------------------------------------------------------------------------------------------
</TABLE>
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<PAGE> 27
CUSTOMERS AND MARKETING
The Company sells its multimode and single-mode optical fibers to various
cable manufacturers, domestically and internationally, which assemble them into
cables for resale in configurations of their own design. Specialty fiber
products are sold directly to a large number of OEMs, product development
groups, international distributors and manufacturers' representatives,
installers, universities and governmental agencies, primarily for use in the
industrial, medical, military, aerospace, transportation and telecommunications
and data communications markets. Optical fiber cable and cable accessories,
manufactured by General Photonics, are sold largely to distributors, system
integrators and installers primarily for use in the customer premises market in
the United States, Canada and Mexico.
The Company markets its multimode and single-mode data communications and
telecommunications optical fiber products principally through a direct sales
force in the United States and through a network of manufacturer's
representatives internationally. Specialty fiber products are marketed
domestically through a direct technical field sales force and internationally
through a network of technical distributors and sales representatives. Optical
fiber cable and cable components produced by General Photonics are marketed
primarily through General Cable's direct sales force and sales representatives.
Marketing, technical support and some direct sales and customer support are
provided by General Photonics personnel. The Company advertises in trade
publications, distributes brochures and other material to its mailing list of
potential customers worldwide and participates at trade shows, technical
symposia and standards committees.
As a result of its diversification efforts and broader product offering,
the Company has significantly increased its customer base over the last three
years and plans to continue to expand this base aggressively within its targeted
markets. The Company's international sales have increased from approximately 11%
of the Company's net sales in 1994 to approximately 22% in 1995 and
approximately 25% in the first nine months of 1996. The Company has more than
500 customers in over 25 countries. For the year ended December 31, 1995, sales
of the Company's optical fiber products to each of Chromatic Technologies, Inc.
and Optical Cable Corporation were equal to 10% percent or more of the Company's
revenues. These two companies together accounted for 24% of the Company's
revenues in 1995. For the nine months ended September 30, 1996, only Optical
Cable Corporation accounted for more than 10% of the Company's revenues.
MANUFACTURING AND QUALITY CONTROL
The basic raw materials required for the manufacture of the Company's
optical fiber products are high quality glass tubes and rods, various chemicals
and gases and certain polymers. The Company believes that its sources of supply
of these raw materials are adequate and that alternative sources are available.
The Company typically manufactures optical fibers by introducing vapors and
gases of varying chemical compositions into a special glass tube in a clean,
controlled environment. In the modified chemical vapor deposition ("MCVD")
process, an inside vapor deposition process used by the Company, the glass tube,
which forms all or a portion of the optical cladding, and the introduced vapors
and gases are simultaneously heated, and oxide particles, formed through a
reaction of chemical vapors with oxygen, are deposited on and adhere to the
inside of the tube. As the particles attach to the tube wall, they are fused to
create a layer of high purity glass. Succeeding layers of glass of the same or
different compositions are deposited in this fashion to permit the transmission
of light in accordance with the desired specifications. The Company believes
that the MCVD process is more flexible than other processes in the production of
optical fiber and uses it to produce both multimode and single-mode fiber. The
other main process for making optical fiber is the outside vapor deposition
process which, the Company believes, is less flexible overall, but more cost
effective for producing single-mode fiber. As part of its acquisition of
SpecTran Specialty, the Company acquired patent rights to outside vapor
deposition processes collectively known as hybrid vapor deposition ("HVD") which
it is continuing to develop for possible use in conjunction with its single-mode
fiber production process.
In the MCVD process, once deposition is completed, the glass tube is then
collapsed into a rod, or primary preform, consisting of a deposited core, in
certain instances some deposited cladding and cladding provided by the glass
tube itself. In most cases, additional cladding is added to this primary
preform. The rod
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<PAGE> 28
is then placed at the top of a fiber drawing tower, heated until it softens and
drawn into a fiber of predetermined diameter.
The majority of the Company's specialty products use a proprietary polymer
clad glass core fiber drawn from manufactured or purchased silica rod. This
fiber is either sold to third parties or cabled and/or combined with assemblies
and sold. The Company owns certain hard polymer cladding, coating and fiber
termination technology known as "crimp/cleave," which facilitates attachment of
optical fibers to connectors and other components and has certain proprietary
technology used for the cabling of optical fiber. The Company has developed
proprietary technology related to the processing of a wide variety of polymeric
compounds for the manufacture of optical fiber cable. General Photonics
purchases fiber from the Company and protectively covers and bundles the fibers
into cable. Certain of General Photonics' technology enables the manufacture of
nonflammable, low smoke, low toxicity cables for use both outdoors and inside
buildings, which the Company believes provides a significant competitive
advantage.
The Company believes that its quality control programs are essential to its
success. The Company's quality control programs are designed to maintain strict
tolerances during the manufacturing process and to assure performance standards
of its products. The Company performs quality control testing on all of its
products. The Company designs and builds much of the equipment it uses to
manufacture and test its optical fiber products. In November 1995, SpecTran
Communication's facility in Sturbridge, Massachusetts became certified under ISO
9001, an internationally recognized manufacturing standard designed to ensure
process consistency. SpecTran Specialty's Avon, Connecticut facility became ISO
9001 certified in March 1996. All of the Company's operations utilize internal
testing procedures based on the internationally recognized "Fiber Optic Test
Procedures" and have in place and continue to develop specialized proprietary
testing systems and procedures to support the requirements of their respective
customers.
ENVIRONMENTAL MATTERS
The Company uses certain hazardous materials in its research and
manufacturing operations. As a result, the Company is subject to federal, state
and local governmental regulations. The Company believes that it has complied
with all regulations and has all permits necessary to conduct its business. See
"Risk Factors -- Environmental Regulations."
PROPRIETARY RIGHTS
The Company considers its proprietary know-how with respect to the
development and manufacture of flexible glass fibers and value-added optical
fiber products to be a valuable asset. This know-how includes formulation of new
glass compositions, development of special fiber coatings, coating applications,
fiber designs, preform fabrication, fiber drawing, optical fiber cabling
methods, fiber cleaving, polishing and end finishing techniques, proprietary
testing capabilities, development and implementation of manufacturing processes
and quality control techniques, and design and construction of manufacturing and
quality control equipment. Product and application knowledge are also considered
to be valuable assets of the Company.
Corning License. The Company has a limited, non-assignable, non-exclusive,
royalty-bearing license from Corning to make, use and sell fiber under certain
of Corning's United States patents with a filing date prior to January 1, 1996,
in the field of optical fiber. The license contains certain annual quantity
limitations. The Corning license is not applicable to sales made directly or
indirectly to certain customers such as Corning, Lucent and the United States
Government. The quantities that can be manufactured under the license increase
annually through the year 2000. The license has a term equal to the life of the
last to expire of the Corning or Company patents licensed under the agreement.
Corning has the right to terminate the license in the event that more than 30%
of the Company's voting stock is acquired, directly or indirectly, by another
manufacturing company. The Company granted back to Corning a non-exclusive
royalty-free license for any of its patents with a filing date prior to January
1, 1996, in the field of optical fiber.
Lucent License. The Company has a non-assignable, non-exclusive,
unlimited, royalty-bearing license from Lucent under all patents covering
optical fiber and optical fiber cable owned by Lucent or which Lucent and its
affiliates had the right to license on or before August 15, 1986. The Company
granted back to Lucent a non-exclusive, royalty-free license under patents the
Company may obtain relating to optical fiber inventions
27
<PAGE> 29
made on or before August 15, 1986. The license extends for the life of the last
to expire of the patents licensed under the agreement.
Sales Subject to Corning and Lucent License Agreements. Approximately 43%
of the Company's net sales during 1995 were subject to the Corning license and
61% subject to the Lucent license. These license agreements required aggregate
royalty payments by the Company of approximately 8.5% of net sales of the
Company's products manufactured under the agreements during 1995. Approximately
40% of the Company's net sales during the nine months ended September 30, 1996
were subject to the Corning license and approximately 62% of net sales were
subject to the Lucent license. Sales to Corning and Lucent are not subject to
royalties. The Company believes that certain Corning patents, which may have
been relevant to the Company's single-mode fiber, including patents covered by a
non-exclusive license from Corning to the Company, have expired in many
countries (including the United States). Therefore, the Company believes that
manufacturing and sale of its single-mode fiber is not subject to the Corning
license and has been marketing its single-mode fiber without payment of
royalties to Corning and without regard to the annual quantity limitations of
the Corning license since 1993. The Company presently does not expect to need
the Corning license for the manufacture of its multimode fiber after 1999
because the Company believes that a Corning United States patent with relevancy
to its multimode fiber will expire in 1999.
Patents and Trademarks. The Company and its subsidiaries own 24 U.S.
patents relating to products, processes and equipment in the fields of optical
fibers, optical connectors, coatings and cleaving tools. The Company believes
that its patents afford it certain competitive advantages. Under the terms of
the Corning and Lucent license agreements, the optical fiber patents are
required to be made available royalty-free to Corning and certain of those
patents are also be required to be made available royalty-free to Lucent.
The Company is using its trademark SPECTRAGUIDE[Registered Trademark] for
its commercial grade optical fiber and for certain of its value added fiber
products. It also uses the trademarks HCS[Registered Trademark] (Hard Clad
Silica), Avioptics[Trademark], Flightguide[Trademark], PYROCOAT[Trademark],
V-System[Trademark] and V-Pin[Trademark].
RESEARCH AND DEVELOPMENT
Research and development activities to develop and improve products
employing both existing and new technology are important to the Company. During
the fiscal years ended December 31, 1993, 1994 and 1995, the Company spent
approximately $1.0 million, $2.0 million and $2.8 million, respectively, or
approximately 3.7%, 7.3% and 7.3%, respectively, of its net sales on research
and development. The Company expects to continue to increase the annual dollar
amount of its research and development expenditures. During the nine months
ended September 30, 1996, the Company spent $2.3 million, or approximately 5.2%
of its net sales, on research and development. The Company has continued to
invest in programs to reduce manufacturing cost and improve product performance
in both the single-mode and multimode product lines, to develop new optical
fiber products and to develop alternative process technologies. The Company's
personnel conduct substantially all of its research and development activities.
BACKLOG
As of December 31, 1996, the Company's backlog of orders was approximately
$54.4 million as compared to a backlog of $9.5 million as of December 31, 1995.
Approximately $26.8 million of this backlog is expected to be delivered during
1997.
COMPETITION
The Company produces and sells optical fibers and value added optical fiber
components and assemblies for data communications, telecommunications and
specialized applications. The Company also sells optical fiber cable and cable
components through General Photonics. While there may be less competition in the
specialized markets, all of the markets served by the Company and General
Photonics are very competitive. The Company's main competitors for its fibers
for data communications and telecommunications are its licensors, Corning and
Lucent, to whom the Company pays royalties and who have substantially greater
resources and operating experience than the Company. The Company's main
competitors for its specialty fibers generally have been smaller operations, but
some of those competitors are part of companies with substantially greater
resources than the Company. General Photonics' main competitors for its optical
fiber
28
<PAGE> 30
cable products are large companies with substantially greater resources and
operating experience than the Company and General Photonics, some of which may
also be customers of SpecTran Communication. The Company competes for sales
based upon its ability to fill orders promptly at competitive prices, product
performance, product features, unique proprietary products, flexibility, quality
and service.
The Company believes that optical fibers offer a number of advantages over
and compete favorably with other means of transmitting information, such as
copper wire, satellite and other line of sight transmissions (e.g., microwaves)
despite increased interest in wireless communications in the marketplace and
enhancements to the existing copper wire telephony infrastructure. Many
companies offering such other means of transmitting information have
substantially greater resources and operating experience than the Company. The
Company often competes with both mature existing technology and new technology,
some of which have cost advantages over optical fiber for certain applications.
The number of participants in the optical fiber industry is to some extent
limited by patents covering the fundamental optical fiber technology, the need
for substantial capital investment and the availability of highly specialized
equipment and personnel with the requisite technical expertise. The Company
believes that certain Corning patents, which may have been relevant to the
Company's single-mode fiber, including patents covered by a non-exclusive
license from Corning to the Company, have expired in many countries (including
the United States). The Company further believes that a certain Corning United
States patent, covered by this non-exclusive license, with relevance to the
Company's multimode fiber, expires in 1999. In addition, the Company believes
that a certain Lucent patent licensed to the Company relating to its multimode
and single-mode fiber expires in 1997. The expiration of these patents may or
may not reduce the patent barrier to entry by other participants. The Company
estimates that the initial investment required for a turn-key manufacturing
facility capable of producing 200,000 kilometers of world-class multimode
optical fiber annually is between $50 million and $100 million.
EMPLOYEES
As of December 31, 1996, the Company employed 381 persons, of whom 101 were
employed in technology, 171 were employed in manufacturing operations and 109
provided marketing, administrative, management and other support services. These
numbers do not include 58 employees of General Photonics previously employed by
APD. The Company's employees are not represented by a labor union. The Company
believes its employee relations are good.
PROPERTIES
The Company's administrative offices and the offices and production
facilities of SpecTran Communication are located in an approximately 50,000
square foot building which the Company is in the process of expanding to
approximately 100,000 square feet. The building is situated on approximately 43
acres of land owned by the Company in Sturbridge, Massachusetts. The Company
also owns an approximately 5,000 square foot office building used for offices
that is next to this manufacturing facility.
SpecTran Specialty leases approximately 33,000 square feet under three
leases in Avon, Connecticut for its office and production facilities. Each of
the leases is for a term of three years expiring February 18, 1997, two of which
have been extended through August 18, 1997. On October 31, 1996, SpecTran
Specialty purchased a 42,000 square foot building and approximately 14 acres on
which it is located in Avon, Connecticut. During 1997 the Company expects to
expand the facility to approximately 58,000 square feet and consolidate all of
SpecTran Specialty's operations in that facility.
General Photonics has assumed APD's lease for offices and production
facilities in an approximately 45,000 square foot facility located in Danielson,
Connecticut with a term of two years expiring January 14, 1998, subject to
General Photonics' right to renew the lease for two consecutive one year renewal
terms. General Photonics has also assumed APD's lease for offices and production
facilities in a 36,410 square foot facility located in Dayville, Connecticut
under a lease expiring February 6, 2001, which is subject to a three year
renewal option, followed by a second renewal option for an additional two years.
LEGAL PROCEEDINGS
There are no material actions currently pending against the Company.
29
<PAGE> 31
MANAGEMENT
EXECUTIVE OFFICERS AND DIRECTORS
<TABLE>
The executive officers and directors of the Company are as follows:
<CAPTION>
NAME AGE POSITION(S)
- ---- --- -----------
<S> <C> <C>
Raymond E. Jaeger(1)............... 58 Chairman of the Board of Directors and
Director
Glenn E. Moore(1).................. 45 President, Chief Executive Officer and
Director
Bruce A. Cannon(1)................. 50 Senior Vice President, Chief Financial
Officer, Secretary, Treasurer and Director
John E. Chapman.................... 41 President of SpecTran Communication;
Senior Vice President -- Technology and
Director of SpecTran
Crawford L. Cutts.................. 45 President, General Photonics (as of
December 23, 1996; previously President
of APD)
William B. Beck.................... 44 President of SpecTran Specialty
Ira S. Nordlicht(2)(3)(4).......... 48 Director
Paul D. Lazay(2)(3)(4)............. 57 Director
Richard M. Donofrio(1)(2)(3)(4).... 58 Director
Lily K. Lai(1)(2)(3)............... 55 Director
<FN>
- ---------------
(1) Member of the Finance Committee
(2) Member of the Audit Committee
(3) Member of the Compensation and Incentive Stock Option Committee
(4) Member of the Nominating Committee
</TABLE>
DR. JAEGER has been Chairman of the Board of Directors of the Company since
April 1981 and also is Chairman of the Board of each of its wholly-owned
subsidiaries and a Director of General Photonics. He assisted in the formation
of the Company and served as President and Chief Executive Officer of the
Company from the inception of the Company through December 1995. Prior to
joining the Company, Dr. Jaeger was Director of Research and Development and
then Vice President, Corporate Research and Development of Galileo
Electro-Optics Corporation from 1976 to 1981. Dr. Jaeger was employed by Bell
Telephone Laboratories from 1959 until 1976. At that company, he was engaged in
research and development of fiber optic materials and processes. Dr. Jaeger is
named as the inventor or co-inventor on 16 patents assigned to either Western
Electric Company, Incorporated, or the Company, and has written numerous
articles for technical and trade publications. Dr. Jaeger holds a B.S., an M.A.
and a Ph.D. in Ceramics from Rutgers University.
MR. MOORE joined the Company in January 1996, as President and Chief
Executive Officer of the Company. He is also a Director of the Company and the
Chief Executive Officer and a Director of each of its wholly-owned subsidiaries
and a Director of General Photonics. Prior to joining the Company, he was
employed from 1976 to 1995 at AMP, Incorporated in various management positions
including from 1985 to 1995 as Product Manager, Business Manager and Division
Manager of the Electro-Optics Division and Division Manager and General Manager
of the Optical Connectors and Assemblies Division. From 1982 to 1985 he
supported the U.S.-based operation of AMP as Manager, Computer Integrated
Manufacturing Systems, building on his computer and communication experience
from 1972 to 1982. Mr. Moore holds a B.A. in Mathematics from Lebanon Valley
College and an M.B.A. from Harvard Graduate School of Business Administration.
30
<PAGE> 32
MR. CANNON joined the Company in May 1983 as Controller and was appointed
Vice President, Finance, and Controller in May 1985. He was appointed Treasurer
in 1986, Secretary and Director in March 1987 and Senior Vice President and
Chief Financial Officer in December 1987. Mr. Cannon is also Secretary,
Treasurer and a Director of each of the Company's wholly-owned subsidiaries. He
was employed by SCA Services, Inc. from 1972 through 1982 in various financial
and accounting positions, including as Division Controller and Assistant
Corporate Controller. Mr. Cannon was a Certified Public Accountant and was
previously employed by Arthur Andersen & Co., an international public accounting
firm. He holds a B.S. in Accounting from Eastern Kentucky University.
MR. CHAPMAN, appointed President of SpecTran Communication in October 1995,
is also Senior Vice President -- Technology of SpecTran. Mr. Chapman joined the
Company in July 1983 as a Project Leader working on the development of automated
test equipment. In July 1985 he assumed the position of Director of Equipment
Technology and in October 1986 became the Director of Quality Assurance and
Management Information Systems. Mr. Chapman was appointed Director of
Manufacturing and then Vice President of Manufacturing and Engineering in
December 1987, and in May 1990 was appointed Senior Vice President of
Manufacturing and Technology. Mr. Chapman was appointed Chief Operating Officer,
Executive Vice President and Director of the Company in January 1994. After the
reorganization of the Company in 1995, Mr. Chapman was appointed to the
positions he holds presently. Mr. Chapman is also a Director of each of the
Company's wholly-owned subsidiaries. Prior to joining the Company he was
employed by Valtec Corporation, an optical fiber manufacturer and cabler, from
March 1979 in various engineering positions related to the design of optical
fiber and the development of special optical measurement equipment. Mr. Chapman
holds a B.S. in Physics from the University of Lowell and an M.S. in Electrical
Engineering from Northeastern University.
MR. NORDLICHT, a Director of the Company since February 1986, is a partner
in the law firm of Hackmyer & Nordlicht which provides legal services to the
Company. Prior to entering the private practice of law, Mr. Nordlicht served as
Counsel and Foreign Policy Advisor to the Chairman, U.S. Senate Foreign
Relations Committee (1978-1979), counsel to the U.S. Senate Foreign Relations
Subcommittee on Foreign Economic Policy (1975-1978) and Senior Trial Attorney
for the Federal Trade Commission (1972-1975). From 1980-1982 he also served as a
Secretary of Energy appointee to the National Petroleum Counsel. Mr. Nordlicht
is a Director of each of the Company's wholly-owned subsidiaries. He holds a
B.A. in Economics from Harpur College (State University of New York at
Binghamton) and a J.D. from New York University.
DR. LAZAY, a Director of the Company since March 1987, is a business
consultant for technology companies. Previously he served from April through
June 1995 as General Manager and Vice President of Cisco Systems, a data
networks company, and prior to that, from October 1993 he was a business
consultant for technology companies. He served as President, Chief Executive
Officer and a Director for Telco Systems, Inc., a designer and manufacturer of
high speed digital fiber optic transmission terminals and multiplexing equipment
until October 1993. Prior to joining Telco Systems in May 1986 as Vice President
of Engineering, Dr. Lazay spent four years with ITT's Electro-Optical Products
Division, first as Director of Fiber Optic Development and then as Vice
President, Director of Engineering. From 1969 until 1982 he worked for Bell
Telephone Laboratories, assuming a number of increasingly responsible positions
at its Material Research Laboratory. Dr. Lazay is a Director of each of the
Company's wholly-owned subsidiaries. He holds a Ph.D. in Physics from the
Massachusetts Institute of Technology.
MR. DONOFRIO, a Director of the Company since May 1993, is a co-owner and
has been employed as Executive Vice President of Leeverall, Inc. since his
retirement from SNET in May 1993, where he had served as one of three Senior
Vice Presidents reporting to the President and CEO. Continuously employed by
SNET since 1961, during the five years prior to his retirement he held a number
of Senior and Group Vice President positions and served as the President of SNET
Diversified Group, Inc. Mr. Donofrio is a member of the Board of Directors of
the University of New Haven, the National Engineering Consortium, Griffin Health
Services Corp., Griffin Hospital Corp. and the Greater New Haven United Way. Mr.
Donofrio is a Director of each of the Company's wholly-owned subsidiaries and
General Photonics. Mr. Donofrio holds a B.S. in Business Administration from
Norwich University and attended the M.B.A. program at the University of
Hartford.
31
<PAGE> 33
DR. LAI, a Director of the Company since March 1995, is President of First
American Development Corporation, a management consulting and international
business development company. Previously, Dr. Lai headed the Corporate Planning
and Development Department at Pitney Bowes, Inc. from 1989 to 1993. She was the
Chief Financial and Planning Officer and the Vice President of Asia/Pacific
Operations at US West International from 1987 to 1989. Dr. Lai worked for AT&T
from 1971 to 1987 in various corporate positions including Director of Corporate
Strategy and Development (1983-1986), responsible for AT&T's global business
development activities, and Director of International Public Affairs and Public
Relations (1986-1987), responsible for managing AT&T's relationships with all
international constituents (governments, partners, trade associations, presses,
advertising agencies, employees, etc.). Dr. Lai is a Director of each of the
Company's wholly-owned subsidiaries. Dr. Lai is an MIT Sloan Fellow and holds a
Ph.D. and an M.A. in Economics from the University of Wisconsin-Madison, as well
as a B.S. and an M.S. in Agricultural Economics from National Taiwan University
and the University of Kentucky, respectively.
MR. CUTTS was appointed President and a Director of General Photonics, the
Company's joint venture with General Cable, as of December 23, 1996. Previously,
since October 1995, he had served as President and a Director of APD. He joined
the Company in April 1991, as Vice President, Business Development, responsible
for marketing, sales and corporate development activities. Prior to joining the
Company he was employed by Norton Company from February 1978 to March 1991 in
various management positions in several divisions, including Market Manager,
Advanced Ceramics, responsible for the electronics market and Manager, Corporate
Development, responsible for mergers and acquisitions. From 1976 until 1977 he
was employed by Owens-Corning Fiberglass. Mr. Cutts holds both a B.A. in
Mathematics and Economics and a M.S. in Industrial Administration from Union
College.
MR. BECK, appointed President and a Director of SpecTran Specialty in
October 1995, joined the Company in February 1994, as Vice President and General
Manager of SpecTran Specialty following the acquisition of SpecTran Specialty by
the Company. Prior to joining SpecTran Specialty he was employed by
Ensign-Bickford Optics Company and/or Ensign-Bickford Optical Technologies from
July 1984 in various management positions, including President, General Manager
and Sales Marketing Manager. Mr. Beck holds a B.A. in Geography and Economics
from Dartmouth College and a M.A. in Business Administration from Rensselaer
Polytechnic Institute.
32
<PAGE> 34
PRINCIPAL AND SELLING STOCKHOLDERS
The following table sets forth certain information as of December 31, 1996
(except as otherwise specified herein), regarding the beneficial ownership of
Common Stock of the Company by (i) each person who is known to the Company to
beneficially own more than 5% of the outstanding shares of Common Stock of the
Company, (ii) each director and executive officer of the Company and (iii) all
directors and executive officers of the Company as a group. The table also sets
forth information regarding such beneficial ownership by each such person or
group after adjustment for the offering, assuming no exercise of the
over-allotment option granted to the Underwriters. Of the 1,500,000 shares of
Common Stock offered hereby, 200,000 are being sold by Allen & Company
Incorporated (the "Selling Stockholder"), a principal stockholder of the
Company. These shares will be acquired by the Selling Stockholder upon partial
exercise of a warrant issued to it in November 1990 (which incorporated warrants
issued in August 1986 and August 1981), in conjunction with an equity investment
and the conversion into equity of certain funds the Selling Stockholder had
loaned to the Company.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF AMOUNT AND NATURE OF
BENEFICIAL OWNERSHIP BENEFICIAL OWNERSHIP
PRIOR TO OFFERING AFTER OFFERING
------------------------ NUMBER ------------------------
NUMBER OF OF SHARES NUMBER OF
SHARES OF PERCENT OF TO BE SHARES OF PERCENT OF
NAME AND ADDRESS OF COMMON COMMON SOLD IN COMMON COMMON
BENEFICIAL OWNER STOCK STOCK(1) OFFERING STOCK STOCK(2)
- ------------------------------------- --------- ---------- --------- --------- ----------
<S> <C> <C> <C> <C> <C>
Raymond E. Jaeger.................... 185,967(3) 3.3% -- 185,967 2.7%
Allen & Company Incorporated......... 350,000(4) 6.1% 200,000 150,000 2.1%
Dimensional Fund Advisors Inc. ...... 374,000(5) 6.9% -- 374,000 5.4%
Ira S. Nordlicht..................... 14,331(6) * -- 14,331 *
Paul D. Lazay........................ 8,999(7) * -- 8,999 *
Bruce A. Cannon...................... 51,667(8) * -- 51,667 *
Richard M. Donofrio.................. 7,499(9) * -- 7,499 *
John E. Chapman...................... 56,667(10) 1.0% -- 56,667 *
Lily K. Lai.......................... 333(11) * -- 333 *
Glenn E. Moore....................... 16,667(12) * -- 16,667 *
Crawford L. Cutts.................... 46,666(13) * -- 46,666 *
William B. Beck...................... 20,000(14) * -- 20,000 *
All directors and executive officers
as a group (10 persons)............ 408,796(15) 7.2% -- 408,796 5.7%
</TABLE>
- ---------------
* Less than 1%
(1) Percentage of beneficial ownership is based on the 5,400,071 shares of
Common Stock outstanding on December 31, 1996. Shares of Common Stock
subject to stock options and warrants that are exercisable within 60 days
of December 31, 1996 are deemed outstanding for computing the percentage of
the person or group holding such options or warrants, but are not deemed
outstanding for computing the percentage of any other person or group.
(2) Percentage of beneficial ownership is based on the 6,900,071 shares of
Common Stock to be outstanding after giving effect to the sale of the
shares of Common Stock to the public offered by the Company hereby, the
exercise by the Selling Stockholder of its warrant to purchase 200,000
shares of Common Stock and assuming no exercise of outstanding options or
other issuance of shares after December 31, 1996.
(3) Includes 86,667 shares subject to options exercisable within 60 days. Does
not include 29,333 shares subject to options not exercisable within 60
days.
33
<PAGE> 35
(4) Shares underlying the currently exercisable warrant which is being
exercised in part to acquire 200,000 shares of Common Stock of the Company
being offered by the Selling Stockholder. Allen & Company Incorporated's
address is 711 Fifth Avenue, New York, New York 10022.
(5) This information is based upon information provided by Dimensional Fund
Advisors, Inc. on January 13, 1997. Dimensional Fund Advisors Inc. states
that it is deemed to have beneficial ownership of 374,000 shares of Common
Stock and disclaims beneficial ownership of all such shares. Dimensional
Fund Advisors Inc.'s address is 1299 Ocean Avenue, 11th Floor, Santa
Monica, California 90401.
(6) Includes 8,999 shares subject to options exercisable within 60 days. Does
not include 2,001 shares subject to options not exercisable within 60 days.
(7) Includes 8,999 shares subject to options exercisable within 60 days. Does
not include 2,001 shares subject to options not exercisable within 60 days.
(8) Includes 51,667 shares subject to options exercisable within 60 days. Does
not include 21,333 shares subject to options not exercisable within 60
days.
(9) Includes 6,999 shares subject to options exercisable within 60 days. Does
not include 2,001 shares subject to options not exercisable within 60 days.
(10) Includes 56,667 shares subject to options exercisable within 60 days. Does
not include 23,333 shares subject to options not exercisable within 60
days.
(11) Includes 333 shares subject to options exercisable within 60 days. Does not
include 6,667 shares subject to options not exercisable within 60 days.
(12) Includes 16,667 shares subject to options exercisable within 60 days. Does
not include 33,333 shares subject to options not exercisable within 60
days.
(13) Includes 46,666 shares subject to options exercisable within 60 days. Does
not include 23,001 shares subject to options not exercisable within 60
days.
(14) Includes 20,000 shares subject to options exercisable within 60 days. Does
not include 18,000 shares subject to options not exercisable within 60
days.
(15) Includes 303,664 shares subject to options exercisable within 60 days. Does
not include 161,003 shares subject to options not exercisable within 60
days.
34
<PAGE> 36
DESCRIPTION OF SECURITIES
GENERAL
The following description of the capital stock of the Company and certain
provisions of the Company's Restated Certificate of Incorporation (the
"Certificate") and Amended and Restated By-Laws (the "By-Laws") is a summary of
and is qualified in its entirety by the provisions of the Certificate and the
By-Laws.
COMMON STOCK
The Company's authorized capital stock consists of 20,000,000 shares of
voting Common Stock, $.10 par value, and 250,000 shares of Non-Voting Common
Stock, $.10 par value. Except with respect to voting rights, shares of
Non-Voting Common Stock are identical in all respects to shares of voting Common
Stock. Holders of all outstanding shares are entitled to such dividends as may
be declared by the Board of Directors and, in the event of liquidation,
dissolution or winding up of the affairs of the Company, are entitled to
receive, on a pro-rata basis, all assets of the Company remaining after
satisfaction of all liabilities. Holders have no preemptive rights to purchase
additional shares of any class of the Company's capital stock. The issued and
outstanding shares of Common Stock are, and the shares of Common Stock offered
hereby will be, when offered and sold, duly authorized, validly issued, fully
paid and nonassessable. The shares have no conversion rights, are not subject to
redemption and are not subject to calls, assessments or liabilities. Each
outstanding share of the voting Common Stock is entitled to one vote, either in
person or by proxy, on all matters which may be voted upon by the holders
thereof at meetings of the stockholders. The Non-Voting Common Stock has no
vote.
CERTAIN PROVISIONS OF THE COMPANY'S CERTIFICATE AND BY-LAWS
Certain provisions of the Company's Certificate and By-Laws and Delaware
law could have the effect of making it more difficult for a third party to
acquire, or of discouraging a third party from attempting to acquire, control of
the Company. Such provisions could limit the price that certain investors might
be willing to pay in the future for shares of Common Stock. The Certificate and
the By-Laws provide for a classified Board of Directors, divided into three
classes, with directors in each class elected for a three-year term. The By-Laws
impose various procedural and other requirements that could make it more
difficult for stockholders to effect certain corporate actions. The Certificate
and the By-Laws require stockholder action to be taken at a meeting and do not
permit stockholder action by written consent. By requiring stockholder action to
be taken at a meeting, matters requiring a stockholder vote are subject to
notice, the solicitation of proxies, and the consideration of all of the
stockholders of the Company. This provision will make it more difficult and time
consuming for a substantial stockholder to gain control of the Board by
effecting a sudden change in its composition, and will provide the Board with an
opportunity to review any proposal from a substantial stockholder as well as
appropriate alternatives thereto. The Certificate contains an "other
constituencies" provision which will enable the Board, in the face of an
acquisition proposal, to exercise its business judgment over the full range of
factors which affect the ongoing business of the Company. The Certificate
contains an anti-greenmail provision providing that no short-term (less than two
years) holder of 5% or more of the shares of Common Stock of the Company can
secure for itself the repurchase of its shares at a price not available to the
other stockholders. Of the 20,250,000 shares of Common Stock (including 250,000
shares of Non-Voting Common Stock) which the Company is authorized to issue,
only 7,930,214 will be outstanding or reserved for issuance after the offering
and none of the Non-Voting Common Stock will be outstanding. See "Shares
Available for Future Sale." The authorized but unissued shares of Common Stock
could be used to make a change in control of the Company more difficult. Under
certain circumstances such shares could be used to create voting impediments or
to frustrate persons seeking to effect a takeover or otherwise gain control of
the Company or could be privately placed with purchasers who might side with the
Board in opposing a hostile takeover bid and could be used to dilute the stock
ownership of a person or entity seeking to obtain control of the Company. The
Company has also not opted out of certain protections of the Delaware Business
Corporation Law discussed below.
35
<PAGE> 37
DELAWARE TAKEOVER STATUTE
The Company is subject to Section 203 of the Delaware General Corporation
Law ("Section 203"), which, subject to certain exceptions, prohibits a Delaware
corporation from engaging in any business combination with any interested
stockholder for a period of three years following the date that such stockholder
became an interested stockholder, unless: (i) prior to such date, the board of
directors of the corporation approved either the business combination or the
transaction that resulted in the stockholder becoming an interested stockholder;
(ii) upon consummation of the transaction that resulted in the stockholder
becoming an interested stockholder, the interested stockholder owned at least
85% of the voting stock of the corporation outstanding at the time the
transaction commenced, excluding for purposes of determining the number of
shares outstanding those shares owned by (x) persons who are directors and also
officers and (y) employee stock plans in which employee participants do not have
the right to determine confidentially whether shares held subject to the plan
will be tendered in a tender or exchange offer; or (iii) on or subsequent to
such date, the business combination is approved by the board of directors and
authorized at an annual or special meeting of stockholders, and not by written
consent, by the affirmative vote of at least 66 2/3% of the outstanding voting
stock that is not owned by the interested stockholder.
Section 203 defines business combination to include: (i) any merger or
consolidation involving the corporation and the interested stockholder; (ii) any
sale, transfer, pledge or other disposition of 10% or more of the assets of the
corporation involving the interested stockholder; (iii) subject to certain
exceptions, any transaction that results in the issuance or transfer by the
corporation of any stock of the corporation to the interested stockholder; (iv)
any transaction involving the corporation that has the effect of increasing the
proportionate share of the stock of any class or series of the corporation
beneficially owned by the interested stockholder; or (v) the receipt by the
interested stockholder of the benefit of any loans, advances, guarantees,
pledges or other financial benefits provided by or through the corporation. In
general, Section 203 defines an interested stockholder as any entity or person
beneficially owning 15% or more of the outstanding voting stock of the
corporation and any entity or person affiliated with or controlling or
controlled by such entity or person.
The Company may opt out of the effect of Section 203 by amendment of the
Certificate or By-Laws approved by holders of a majority of the shares entitled
to vote, provided that such amendment would not take effect until 12 months
after its adoption and would not affect any business combinations with
interested stockholders effected during such 12 months. To date, the Company has
not opted out of Section 203.
TRANSFER AGENT
The Transfer Agent and Registrar for the Common Stock is American Stock
Transfer & Trust Company, New York, New York.
36
<PAGE> 38
SHARES AVAILABLE FOR FUTURE SALE
As of December 31, 1996, 5,400,071 shares of Common Stock of the Company
were outstanding, and 1,230,143 shares were reserved for issuance pursuant to
the exercise of stock options under the Company's Incentive Stock Option Plans
and the warrant of the Selling Stockholder, leaving 13,369,076 shares of Common
Stock available for issuance from time to time by the Board of Directors, as the
interests of the Company may require.
Upon completion of this offering, the Company will have 6,900,071 shares of
Common Stock outstanding based on shares of Common Stock outstanding as of
December 31, 1996. Of such shares of Common Stock, 6,650,495 shares will be
freely tradeable without restriction or further registration under the
Securities Act of of 1933, as amended (the "Securities Act"), unless purchased
by "affiliates" of the Company, as that term is defined in Rule 144 under the
Securities Act. The remaining 249,576 shares are held by persons who may be
deemed affiliates of the Company or are "restricted securities" under Rule 144
and will be eligible for sale on the date of this Prospectus subject to the
restrictions of Rule 144. An additional 150,000 shares of Common Stock remain
subject to the Selling Stockholder's warrant and, if and when acquired, would be
restricted securities under Rule 144 and eligible for sale subject to the
restrictions of Rule 144.
Without the prior written consent of Tucker Anthony Incorporated, the
Company has agreed that it will not, for a period of 180 days from the date of
this Prospectus, offer, sell or otherwise dispose of any of the Company's equity
securities (except that the Company may grant additional options to purchase
shares of Common Stock, and issue shares, under its Incentive Stock Option
Plans), and the Company's directors and executive officers, holding an aggregate
of 408,796 shares of Common Stock and options exercisable within 60 days of
December 31, 1996 to acquire shares of Common Stock have agreed that they will
not, for a period of 90 days from the date of this Prospectus, offer, sell or
otherwise dispose of any of the Company's equity securities that they
beneficially own or control other than gifts (up to 5,000 shares in the
aggregate) or transfers by will or intestacy to immediate family members,
provided that the transferee agrees to these same limitations.
In general, under Rule 144 as currently in effect, a person (or persons
whose shares are aggregated) who has beneficially owned restricted securities
within the meaning of Rule 144 for the required time periods is entitled to sell
within any three-month period a number of shares that does not exceed the
greater of (i) 1% of the then outstanding shares of the Company's Common Stock
(approximately 69,001 shares after the offering) or (ii) the average weekly
trading volume of the Company's Common Stock in the over the counter market
during the four calendar weeks preceding the date on which notice of the sale is
filed with the Securities and Exchange Commission (the "Commission"). Sales
under Rule 144 are also subject to certain manner of sale provisions, notice
requirements and the availability of current public information about the
Company. Any person (or persons whose shares are aggregated) who is not deemed
to have been an affiliate of the Company at any time during the 90 days
preceding a sale, and who owns shares within the definition of "restricted
securities" under Rule 144 that were purchased from the Company (or any
affiliate) at least three years previously, will be entitled to sell such shares
under Rule 144(k) without regard to the volume limitations, manner of sale
provisions, public information requirements or notice requirements.
As of December 31, 1996, options to purchase 650,703 shares of Common Stock
were issued and outstanding under the Company's Incentive Stock Option Plans.
The Company has filed registration statements under the Securities Act covering
in the aggregate approximately 880,143 shares of Common Stock reserved for
issuance under its Incentive Stock Option Plans. Shares registered under such
registration statements are, subject to Rule 144 volume limitations applicable
to affiliates, available for sale in the open market, except to the extent that
such shares are subject to vesting restrictions with the Company and the lock-up
arrangements described above.
37
<PAGE> 39
UNDERWRITING
The Underwriters named below, acting through Tucker Anthony Incorporated
and Raymond James & Associates, Inc. as Representatives, have agreed, subject to
the terms and conditions of the Underwriting Agreement, to purchase from the
Company and the Selling Stockholder, and the Company and the Selling Stockholder
have agreed to sell to the Underwriters, the number of shares of Common Stock
set forth opposite their names below:
<TABLE>
<CAPTION>
NUMBER OF
NAME SHARES
-------------------------------------------------------------------------- ---------
<S> <C>
Tucker Anthony Incorporated............................................... 355,000
Raymond James & Associates, Inc........................................... 355,000
Bear, Stearns & Co. Inc................................................... 30,000
Alex. Brown & Sons Incorporated........................................... 30,000
Cowen & Company........................................................... 30,000
C. S. First Boston Corporation............................................ 30,000
A.G. Edwards & Sons, Inc.................................................. 30,000
Goldman, Sachs & Co....................................................... 30,000
Lehman Brothers Inc....................................................... 30,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated........................ 30,000
Montgomery Securities..................................................... 30,000
Morgan Stanley & Co. Incorporated......................................... 30,000
Oppenheimer & Co., Inc.................................................... 30,000
PaineWebber Incorporated.................................................. 30,000
Prudential Securities Incorporated........................................ 30,000
Smith Barney Inc.......................................................... 30,000
Sutro & Co. Incorporated.................................................. 30,000
Adams, Harkness & Hill, Inc............................................... 20,000
Advest, Inc............................................................... 20,000
J.C. Bradford & Co........................................................ 20,000
Dominick & Dominick Incorporated.......................................... 20,000
Everen Securities, Inc.................................................... 20,000
First of Michigan Corporation............................................. 20,000
Friedman, Billings, Ramsey & Co., Inc..................................... 20,000
Furman Selz LLC........................................................... 20,000
Janney Montgomery Scott Inc............................................... 20,000
Legg Mason Wood Walker, Inc............................................... 20,000
McDonald & Company Securities, Inc........................................ 20,000
Morgan Keegan & Company, Inc.............................................. 20,000
Needham & Company, Inc.................................................... 20,000
Neidiger, Tucker, Bruner, Inc............................................. 20,000
Rauscher Pierce Refsnes, Inc.............................................. 20,000
The Robinson-Humphrey Company, Inc........................................ 20,000
Vector Securities International, Inc...................................... 20,000
---------
Total........................................................... 1,500,000
=========
</TABLE>
The Underwriters will purchase all shares of Common Stock offered hereby,
other than over-allotment shares, if any of such shares are purchased. The
Underwriting Agreement provides that the obligations of the several Underwriters
are subject to conditions precedent specified therein. In the event of a default
by an Underwriter, the commitment set forth above of the non-defaulting
Underwriters may be increased or the Underwriting Agreement may be terminated.
The Company and the Selling Stockholder have been advised by the
Representatives that the Underwriters propose to offer the shares of Common
Stock to the public at the offering price set forth on the cover page of this
Prospectus and to certain dealers at such price less a concession not in excess
of $0.68 per share. Such dealers may reallow a concession of not in excess of
$.10 per share to certain other dealers. After the public offering, the offering
price, concession and reallowance to dealers may be changed by the Underwriters.
38
<PAGE> 40
The Company has granted to the Underwriters an option, exercisable by the
Underwriters not later than 30 days after the effective date of this Prospectus,
to purchase up to 225,000 additional shares of Common Stock at the public
offering price, less the underwriting discount set forth on the cover page of
this Prospectus. The Underwriters may exercise such option, in whole or in part,
only to cover over-allotments made in connection with the sale of the shares of
Common Stock offered hereby. To the extent that Underwriters exercise such
option, each Underwriter will become obligated, subject to certain conditions,
to purchase approximately the same percentage thereof that the number of shares
of Common Stock to be purchased by it shown in the above table bears to the
total shown, and the Company will be obligated, pursuant to the option, to sell
such shares to the Underwriters.
In connection with this offering, certain Underwriters and selling group
members may engage in passive market making transactions in the Common Stock on
the Nasdaq National Market immediately prior to the commencement of sales in
this offering, in accordance with Rule 10b-6A under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"). Passive market making consists of
displaying bids on the Nasdaq National Market limited by the bid prices of
independent market makers and purchases limited by such prices and effected in
response to order flow. Net purchases by a passive market maker on each day are
limited to a specified percentage of the passive market maker's average daily
trading volume in the Common Stock during a specified period and must be
discontinued when such limit is reached. Passive market making may stabilize the
market price of the Common Stock at a level above that which might otherwise
prevail and, if commenced, may be discontinued at any time.
The Company and the Selling Stockholder have agreed to indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act, and to contribute to certain payments that the Underwriters may
be required to make.
Without the prior written consent of Tucker Anthony Incorporated, the
Company has agreed that it will not, for a period of 180 days from the date of
this Prospectus, offer, sell or otherwise dispose of any of the Company's equity
securities (except that the Company may grant additional options to purchase
shares of Common Stock, and issue shares, under its Incentive Stock Option
Plans), and the Company's directors and executive officers, holding an aggregate
of 408,796 shares of Common Stock and options exercisable within 60 days of
December 31, 1996 to acquire shares of Common Stock, have agreed that they will
not, for a period of 90 days from the date of this Prospectus, offer, sell or
otherwise dispose of any of the Company's equity securities that they
beneficially own or control other than gifts (up to 5,000 shares in the
aggregate) or transfers by will or intestacy to immediate family members,
provided that the transferee agrees to these same limitations.
LEGAL MATTERS
The validity of the shares of Common Stock of the Company offered hereby
will be passed upon for the Company by Hackmyer & Nordlicht, New York, New York.
Ira S. Nordlicht, a partner in the law firm of Hackmyer & Nordlicht, is a
Director of the Company and beneficially owns 14,331 shares of Common Stock.
Certain legal matters in connection with the offering will be passed upon for
the Underwriters by Peabody & Brown (a partnership including professional
corporations), Boston, Massachusetts.
EXPERTS
The consolidated financial statements of the Company as of December 31,
1994 and 1995, and for each of the years in the three-year period ended December
31, 1995 included or incorporated by reference in this Prospectus and
Registration Statement, have been included or incorporated by reference in
reliance on the reports of KPMG Peat Marwick LLP, independent certified public
accountants, given upon the authority of said firm as experts in accounting and
auditing.
39
<PAGE> 41
ADDITIONAL INFORMATION
The Company is subject to the informational requirements of the Exchange
Act and in accordance therewith files reports, proxy statements and other
information with the the Commission. Such reports, proxy statements and other
information filed by the Company can be inspected and copied at the public
reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth
Street NW, Room 1024, Washington, D.C. 20549, and at the Regional Offices of the
Commission at Room 1400, 75 Park Place, New York, New York 10007, and 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511, and copies of such
materials can be obtained from the Public Reference Section of the Commission at
the above address in Washington, D.C. at prescribed rates. The Commission
maintains a Web site that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the
commission. The address of such Web site is http://www.sec.gov. The Company's
securities are listed on the Nasdaq National Market and the Company's reports,
proxy statements and other information can be inspected at the offices of Nasdaq
at 1735 K Street, N.W., Washington, D.C. 20006.
The Company has filed with the Commission a registration statement on Form
S-3 (the "Registration Statement") under the Securities Act with respect to the
shares of Common Stock offered hereby. This Prospectus, which constitutes a part
of the Registration Statement, does not contain all of the information set forth
in the Registration Statement. For further information with respect to the
Company and the shares of Common Stock offered hereby, reference is made to the
Registration Statement and the exhibits filed as a part thereof. Statements
contained herein concerning the provisions of documents which are a part of the
Registration Statement but which are not a part of this Prospectus are summaries
of such documents, and each such statement herein is qualified in its entirety
by reference to the copy of the applicable document filed with the Commission.
Copies of the Registration Statement and the exhibits thereto are on file at the
Commission and may be obtained upon payment of the prescribed fee or may be
examined without charge at the public reference facilities of the Commission.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The Company's Annual Report on Form 10-K for the year ended December 31,
1995, the Company's Current Report on Form 8-K dated December 31, 1996 reporting
the senior debt financing and refinancing of existing bank loans, the Company's
Current Report on Form 8-K dated January 8, 1997 reporting the formation of
General Photonics, LLC, the Company's Current Report on Form 8-K/A dated
February 3, 1997 amending certain exhibits to its Current Report on Form 8-K
dated January 8, 1997, the Company's Quarterly Reports on Form 10-Q for the
fiscal quarters ended March 31, 1996, June 30, 1996 and September 30, 1996, the
Company's Quarterly Report on Form 10-Q/A dated February 3, 1997 amending
certain exhibits to its Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 1996 and the Company's Proxy Statement for the Annual
Meeting of Stockholders held on May 31, 1996 have been filed with the Commission
pursuant to Sections 13 and 14 of the Exchange Act, and, together with the
Company's Registration Statement on Form 8-A, are incorporated herein by
reference except as supplemented or modified herein. All documents filed by the
Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after
the date of this Prospectus and prior to the termination of the offering of the
Common Stock being offered hereunder shall be deemed to be incorporated herein
by reference and shall be a part hereof from the date of filing of such
documents. Any statements contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statements so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The Company will provide, without charge, to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, upon the
written or oral request of such person, a copy of any and all of the documents
that have been incorporated herein by reference (other than exhibits thereto,
unless such exhibits are specifically incorporated by reference into such
documents). Written requests for such copies should be directed to Bruce A.
Cannon, Chief Financial Officer, SpecTran Corporation, 50 Hall Road, Sturbridge,
Massachusetts 01566. Telephone inquiries may be directed to Mr. Cannon at (508)
347-2261.
40
<PAGE> 42
<TABLE>
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
<CAPTION>
PAGE
----
<S> <C>
Independent Auditors' Report.............................................. F-2
Consolidated Financial Statements:
Consolidated Balance Sheets as of December 31, 1994 and 1995 and
(Unaudited) September 30, 1996....................................... F-3
Consolidated Statements of Operations for the Years Ended December 31,
1993, 1994 and 1995 and (Unaudited) for the Nine Months Ended
September 30, 1995 and 1996.......................................... F-4
Consolidated Statements of Cash Flows for the Years Ended December 31,
1993, 1994 and 1995 and (Unaudited) for the Nine Months Ended
September 30, 1995 and 1996.......................................... F-5
Consolidated Statements of Stockholders' Equity for the Years Ended
December 31, 1993, 1994 and 1995 and (Unaudited) for the Nine Months
Ended September 30, 1996............................................. F-6
Notes to Consolidated Financial Statements.............................. F-7 through F-20
Pro Forma Financial Information (Unaudited)............................. F-21 through F-23
</TABLE>
F-1
<PAGE> 43
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Stockholders
SpecTran Corporation:
We have audited the consolidated financial statements of SpecTran
Corporation as listed in the accompanying index. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of SpecTran
Corporation as of December 31, 1994 and 1995, and the results of their
operations and their cash flows for each of the years in the three-year period
ended December 31, 1995, in conformity with generally accepted accounting
principles.
KPMG PEAT MARWICK LLP
Boston, Massachusetts
February 2, 1996
F-2
<PAGE> 44
SPECTRAN CORPORATION
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
SEPTEMBER 30,
1994 1995 1996
------- ------- -------------
(UNAUDITED)
-------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
ASSETS
Current Assets (Note 8):
Cash and Cash Equivalents................................ $ 477 $ 1,625 $ 2,174
Current Portion of Marketable Securities (Note 2)........ 2,563 4,088 972
Trade Accounts Receivable, net of allowance for doubtful
accounts of $124, $265 and $280 in 1994, 1995 and
1996.................................................. 6,184 7,799 10,201
Inventories (Note 3)..................................... 4,100 7,415 8,967
Income Taxes Receivable.................................. 502 -- --
Current Deferred Income Taxes, net (Note 10)............. 303 588 685
Prepaid Expenses and Other Current Assets................ 268 513 567
------- ------- -------
Total Current Assets.................................. 14,397 22,028 23,566
Property, Plant and Equipment, net (Notes 4 and 8)......... 9,416 10,290 14,702
Other Assets (Note 8):
Long-term Marketable Securities (Note 2)................. 3,275 1,133 1,422
License Agreements, net (Note 5)......................... 1,205 1,004 854
Deferred Income Taxes, net (Note 10)..................... 1,702 1,652 974
Goodwill, net (Notes 6 and 14)........................... 1,107 4,156 3,935
Other Long-term Assets (Note 13)......................... 260 102 1,108
------- ------- -------
Total Other Assets.................................... 7,549 8,047 8,293
------- ------- -------
Total Assets..................................... $31,362 $40,365 $46,561
======= ======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts Payable......................................... $ 751 $ 2,762 $ 2,727
Income Taxes Payable..................................... -- 225 231
Accrued Defined Benefit Pension Liability (Note 13)...... 66 118 799
Accrued Liabilities (Note 7)............................. 2,201 2,964 3,641
------- ------- -------
Total Current Liabilities........................ 3,018 6,069 7,398
Long-term Debt (Note 8).................................... 5,240 10,000 12,000
Stockholders' Equity (Note 9):
Common Stock, voting, $.10 par value; authorized
20,000,000 shares; outstanding 5,207,409 shares,
5,353,686 shares and 5,396,963 shares in 1994, 1995
and 1996, respectively................................ 520 535 539
Common Stock, non-voting, $.10 par value; authorized
250,000 shares; no shares outstanding................. -- -- --
Paid-in Capital.......................................... 26,028 26,443 26,745
Net Unrealized Gain (Loss) on Marketable Securities...... (242) (22) 15
Retained Earnings (Deficit).............................. (3,202) (2,660) (136)
------- ------- -------
Total Stockholders' Equity............................ 23,104 24,296 27,163
------- ------- -------
Total Liabilities and Stockholders' Equity....... $31,362 $40,365 $46,561
======= ======= =======
</TABLE>
See accompanying notes to these consolidated financial statements.
F-3
<PAGE> 45
SPECTRAN CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
NINE MONTHS ENDED
YEARS ENDED DECEMBER 31, SEPTEMBER 30,
--------------------------- -----------------
1993 1994 1995 1995 1996
------- ------- ------- ------- -------
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
Net Sales (Note 11).............................. $25,578 $26,926 $38,581 $27,035 $44,915
Cost of Sales.................................... 15,963 19,303 25,520 17,941 28,621
------- ------- ------- ------- -------
Gross Profit................................... 9,615 7,623 13,061 9,094 16,294
Selling and Administrative Expenses.............. 3,293 6,319 9,669 6,698 9,909
Research and Development Costs................... 954 1,974 2,827 2,103 2,321
------- ------- ------- ------- -------
Income (Loss) from Operations.................... 5,368 (670) 565 293 4,064
------- ------- ------- ------- -------
Other Income (Expense):
Interest Income................................ 246 327 328 240 166
Interest Expense............................... (37) (303) (626) (434) (528)
Other, Net..................................... 52 159 510 358 122
------- ------- ------- ------- -------
Other Income (Expense), net.................... 261 183 212 164 (240)
------- ------- ------- ------- -------
Income (Loss) before Income Taxes................ 5,629 (487) 777 457 3,824
Income Tax Expense (Note 10)..................... 1,974 -- 235 187 1,300
------- ------- ------- ------- -------
Net Income (Loss)................................ $ 3,655 $ (487) $ 542 $ 270 $ 2,524
------- ------- ------- ------- -------
Net Income (Loss) per Common Share............... $ .67 $ (.09) $ .10 $ .05 $ .43
======= ======= ======= ======= =======
Weighted Average Number of Common Shares
Outstanding.................................... 5,488 5,203 5,583 5,410 5,930
======= ======= ======= ======= =======
</TABLE>
See accompanying notes to consolidated financial statements.
F-4
<PAGE> 46
SPECTRAN CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
NINE MONTHS ENDED
YEARS ENDED DECEMBER 31, SEPTEMBER 30,
---------------------------- -----------------
1993 1994 1995 1995 1996
------- ------- -------- ------- -------
(IN THOUSANDS) (UNAUDITED)
<S> <C> <C> <C> <C> <C>
Cash Flows from Operating Activities:
Net income (loss)............................. $ 3,655 $ (487) $ 542 $ 270 $ 2,524
Reconciliation of net income (loss) to net
cash provided by operating activities:
Depreciation and amortization......... 1,025 1,686 2,338 1,688 2,189
Loss (gain) on sale of assets......... (50) 4 8 4 --
Loss on sale of marketable
securities.......................... -- -- 17 -- 19
Changes in valuation accounts......... (100) 265 (632) (150) (242)
Change in long-term deferred income
taxes............................... 1,651 (1,384) 576 -- 832
Change in other long-term assets...... -- (6) (110) 18 (1,019)
Changes in assets and liabilities, net of
effects from purchase of businesses:
Current deferred income taxes.............. 4 967 (339) -- 23
Accounts receivable........................ (2,007) (467) (409) (481) (2,508)
Inventories................................ (809) 1,137 (2,501) (1,501) (1,479)
Prepaid expenses and other current
assets................................... 61 87 (260) (451) (54)
Income taxes payable/receivable............ 402 (695) 716 455 6
Accounts payable and accrued liabilities... 133 (59) 1,854 233 1,323
------- ------- ------- ------- -------
Net Cash Provided by Operating Activities....... 3,965 1,048 1,800 85 1,614
------- ------- ------- ------- -------
Cash Flows from Investing Activities:
Acquisition of businesses, net of cash
acquired................................... (307) (6,662) (3,822) (3,818) --
Acquisition of property, plant and
equipment.................................. (1,342) (2,500) (2,540) (1,552) (6,209)
Purchase of marketable securities............. (8,882) (3,178) (10,894) (6,494) (7,380)
Proceeds from sale/maturity of marketable
securities................................. 2,832 3,137 11,839 7,496 10,218
Proceeds from sale of equipment............... -- -- 5 -- --
------- ------- ------- ------- -------
Net Cash Used in Investing Activities........... (7,699) (9,203) (5,412) (4,368) (3,371)
------- ------- ------- ------- -------
Cash Flows from Financing Activities:
Borrowings of long-term debt.................. -- 5,240 4,760 4,760 2,000
Reduction of debt............................. (67) (367) -- -- --
Tax effect of disqualifying disposition of 150
shares..................................... (106) 120 -- -- --
Proceeds from exercise of stock options and
warrants................................... 56 101 -- -- 306
------- ------- ------- ------- -------
Net Cash Provided by (Used in) Financing
Activities.................................... (117) 5,094 4,760 4,760 2,306
------- ------- ------- ------- -------
Increase (Decrease) in Cash and Cash
Equivalents................................... (3,851) (3,061) 1,148 477 549
Cash and Cash Equivalents at Beginning of
Period........................................ 7,389 3,538 477 477 1,625
------- ------- ------- ------- -------
Cash and Cash Equivalents at End of Period...... $ 3,538 $ 477 $ 1,625 $ 954 $ 2,174
======= ======= ======= ======= =======
</TABLE>
See accompanying notes to consolidated financial statements.
F-5
<PAGE> 47
SPECTRAN CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1993, 1994 AND 1995 AND
NINE MONTHS ENDED SEPTEMBER 30, 1996
<TABLE>
<CAPTION>
NET
UNREALIZED
GAIN (LOSS)
COMMON STOCK ON RETAINED TOTAL
-------------------- PAID-IN MARKETABLE EARNINGS STOCKHOLDERS'
SHARES PAR VALUE CAPITAL SECURITIES (DEFICIT) EQUITY
--------- --------- ------- ----------- -------- -------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1992............ 5,140,573 $ 514 $25,865 $ -- $ (6,370) $20,009
Exercise of Warrants (Note 9)......... 20,000 2 38 -- -- 40
Exercise of Stock Options............. 4,502 1 15 -- -- 16
Tax Effect of Disqualifying
Disposition of ISO Shares (Note
10)................................ -- -- (106) -- -- (106)
Net Income............................ -- -- -- -- 3,655 3,655
--------- ---- ------- ----- ------- -------
Balance at December 31, 1993............ 5,165,075 517 25,812 -- (2,715) 23,614
Exercise of Stock Options (Note 9).... 42,334 3 96 -- -- 99
Tax Effect of Disqualifying
Disposition of ISO Shares (Note
10)................................ -- -- 120 -- -- 120
Unrealized Loss on Marketable
Securities......................... -- -- -- (242) -- (242)
Net Loss.............................. -- -- -- -- (487) (487)
--------- ---- ------- ----- ------- -------
Balance at December 31, 1994............ 5,207,409 520 26,028 (242) (3,202) 23,104
Exercise of Stock Options (Note 9).... 1,833 -- 7 -- -- 7
Issuance of Shares in Connection with
Acquisition (Note 14).............. 144,444 15 408 -- -- 423
Unrealized Gain on Marketable
Securities......................... -- -- -- 220 -- 220
Net Income............................ -- -- -- -- 542 542
--------- ---- ------- ----- ------- -------
Balance at December 31, 1995............ 5,353,686 535 26,443 (22) (2,660) 24,296
Exercise of Stock Options (Note 9).... 43,277 4 302 -- -- 306
Unrealized Gain on Marketable
Securities......................... -- -- -- 37 -- 37
Net Income............................ -- -- -- -- 2,524 2,524
--------- ---- ------- ----- ------- -------
Balance at September 30, 1996
(Unaudited)........................... 5,396,963 $ 539 $26,745 $ 15 $ (136) $27,163
========= ==== ======= ===== ======= =======
</TABLE>
See accompanying notes to consolidated financial statements.
F-6
<PAGE> 48
SPECTRAN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1993, 1994 AND 1995
(INFORMATION PERTAINING TO THE NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1996 IS
UNAUDITED)
1 -- NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF BUSINESS
SpecTran develops, manufactures and markets a wide range of fiber optic
products. These include multimode and single-mode optical fiber and cable for
use in data communications and telecommunications applications. The Company also
develops special performance fibers, coatings, cables, cable assemblies and
other value-added products for use in a variety of specialty markets.
PRINCIPLES OF CONSOLIDATION AND BASIS OF ACCOUNTING
The consolidated financial statements include the accounts of SpecTran
Corporation (the "Company") and all wholly owned subsidiaries: SpecTran
Communication Fiber Technologies, Inc., SpecTran Specialty Optics Company, and
Applied Photonic Devices, Inc. All significant intercompany balances and
transactions have been eliminated. For related events subsequent to these
financial statements see "Note 15 -- Subsequent Events (unaudited)."
Management uses estimates and assumptions in preparing the financial
statements in accordance with generally accepted accounting principles. Those
estimates and assumptions affect the reported amounts of assets and liabilities
and the reported revenue and expenses. Actual results may vary from the
estimates.
Certain 1993 and 1994 balances have been reclassified to be consistent with
the 1995 presentation.
UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements as of and for the nine months ended
September 1995 and 1996 are unaudited; however, they include all adjustments
(consisting of normal recurring adjustments) considered necessary by management
for a fair presentation of the financial position and the results of operations
for these periods. The results of operations for interim periods are not
necessarily indicative of the results that may be expected for the entire year.
REVENUE RECOGNITION
Sales revenues are recognized upon shipment of goods. Customers generally
have the right to return for replacement any goods which do not meet the
customer's purchase order specifications. Sales revenues and cost of sales as
reported in the consolidated statements of operations are adjusted to reflect
estimated returns and warranty costs.
MARKETABLE SECURITIES
Marketable securities are classified as available-for-sale and reported at
fair value, with unrealized gains and losses excluded from earnings and reported
as a separate component of stockholders' equity, net of estimated income taxes.
Gains and losses on the sale of marketable securities are recognized at the time
of sale on a specific identification basis.
INVENTORIES
Inventories are stated at the lower of cost or market value. Cost is
determined by the first-in, first-out method.
F-7
<PAGE> 49
SPECTRAN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
STATEMENTS OF CASH FLOWS
For purposes of the statements of cash flows, the Company considers all
highly liquid debt instruments purchased with original maturities of three
months or less to be cash equivalents.
Supplemental disclosure of cash flow information includes cash paid during
the periods for (in thousands):
<TABLE>
<CAPTION>
NINE MONTHS
YEARS ENDED DECEMBER ENDED
31, SEPTEMBER 30,
---------------------- -------------
1993 1994 1995 1995 1996
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Interest...................................... $ 34 $239 $510 $342 $575
Income Taxes.................................. 372 560 100 10 692
</TABLE>
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are carried at cost. Machinery and equipment
assembled by the Company are valued at the cost of component parts purchased,
plus the approximate labor and overhead costs to the Company. Significant
renewals and betterments are capitalized. The cost of maintenance and repairs is
charged to income as incurred. Repairs and maintenance costs amounted to
$625,000, $697,000 and $1 million in 1993, 1994 and 1995, respectively, and
$653,000 and $1.1 million for the nine months ended September 30, 1995 and 1996,
respectively.
Depreciation is provided by the straight-line method. The principal annual
rates of depreciation are:
Buildings and building improvements...........................4%
Machinery and equipment...........................20% to 33 1/3%
Depreciation expense of property, plant and equipment amounted to $806,000,
$1.4 million and $1.9 million in 1993, 1994 and 1995, respectively, and $1.4
million and $1.8 million for the nine months ended September 30, 1995 and 1996,
respectively.
COST IN EXCESS OF NET ASSETS ACQUIRED AND OTHER INTANGIBLES
The Company monitors its cost in excess of net assets acquired (goodwill)
and its other intangibles to determine whether any impairment of these assets
has occurred. In making such determination with respect to goodwill, the Company
evaluates the performance, on an undiscounted basis, of the underlying
businesses which gave rise to such amount. Amortization of goodwill is recorded
on a straight-line basis over the estimated useful life of 15 years.
With respect to other intangibles, which include the cost of license
agreements and patents, the Company bases its determination of impairment on the
performance, on an undiscounted basis, of the related products.
LICENSE AGREEMENT AND OTHER ASSETS
The total cost of the license agreement obtained in 1991 is being amortized
and charged to expense based on a ten year life. Amortization expense amounted
to $201,000 for 1993, 1994 and 1995 and $151,000 for both the nine months ended
September 30, 1995 and 1996. Deferred financing costs are amortized and charged
to expense over the lives of the related debt. Patents are being amortized over
a seventeen year life.
F-8
<PAGE> 50
SPECTRAN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
SINGLE-MODE FIBER MANUFACTURING DEVELOPMENT COSTS
Manufacturing development costs are expensed as incurred. In addition to
Research and Development expenses for single-mode fiber, there were
manufacturing development costs relating to single-mode fiber of approximately
$2 million in 1994 and $1.8 million in 1995 that were included in cost of sales.
INCOME TAXES
The Company accounts for income taxes using the asset and liability method.
Under this method, deferred tax assets and liabilities are recognized for the
estimated future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and liabilities and
their respective tax bases. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled. The
effect on deferred tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the enactment date.
INCOME (LOSS) PER SHARE OF COMMON STOCK
Income (loss) per share of common stock as computed is based on the
weighted average number of shares outstanding during the periods, including
common stock equivalents of stock purchase warrants and stock options. For 1994,
the stock purchase warrants and stock options have not been included in the
computation of loss per share since the effect would be antidilutive. Fully
diluted income per share approximates primary income per share for all periods
presented.
FINANCIAL INSTRUMENTS
Financial instruments of the Company consist of cash and cash equivalents,
marketable securities, accounts receivable, accounts payable and its bank loans.
The carrying amounts of these financial instruments approximate their fair
value.
F-9
<PAGE> 51
SPECTRAN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
2 -- MARKETABLE SECURITIES
A summary of marketable securities available for sale at December 31, 1994,
1995 and September 30, 1996 is as follows (in thousands):
<TABLE>
<CAPTION>
QUOTED
PURCHASE AMORTIZED UNREALIZED UNREALIZED MARKET
PRICE COST GAINS LOSSES VALUE
-------- --------- ---------- ---------- ------
<S> <C> <C> <C> <C> <C>
1994
Mutual Funds.................................. $ 500 $ 500 $ -- $ -- $ 500
U.S. Government and Agency Obligations........ 5,582 5,580 -- 242 5,338
------ ------ --- ---- ------
Total................................. $6,082 $ 6,080 $ -- $242 $5,838
====== ====== === ==== ======
1995
Mutual Funds.................................. $1,190 $ 1,190 $ -- $ -- $1,190
U.S. Government and Agency Obligations........ 3,925 3,923 2 32 3,893
Corporate Equities............................ 130 130 8 -- 138
------ ------ --- ---- ------
Total................................. $5,245 $ 5,243 $ 10 $ 32 $5,221
====== ====== === ==== ======
1996
Mutual Funds.................................. $ 380 $ 380 $ -- $ -- $ 380
U.S. Government and Agency Obligations........ 902 903 -- 17 886
Corporate Debt Securities..................... 981 966 -- 5 961
Corporate Equities............................ 130 130 37 -- 167
------ ------ --- ---- ------
Total................................. $2,393 $ 2,379 $ 37 $ 22 $2,394
====== ====== === ==== ======
</TABLE>
The Company received 5,119 shares of stock, with a value of $130,000, as a
result of the conversion of State Mutual Life Assurance Company of America, the
Company's health insurer, from a mutual company to a stock company in November
1995.
The amortized cost and estimated market value of debt securities are shown below
(in thousands).
<TABLE>
<CAPTION>
DECEMBER 31,
---------------------------------------------------
1994 1995 SEPTEMBER 30, 1996
------------------------ ------------------------ ------------------------
AMORTIZED QUOTED AMORTIZED QUOTED AMORTIZED QUOTED
COST MARKET VALUE COST MARKET VALUE COST MARKET VALUE
--------- ------------ --------- ------------ --------- ------------
<S> <C> <C> <C> <C> <C> <C>
Expected Maturities:
Within one year............ $ 2,166 $2,063 $ 2,917 $2,894 $ 660 $ 656
One to five years.......... 3,414 3,275 1,006 999 1,209 1,191
</TABLE>
Proceeds from sales of marketable securities during 1995 were $1.5 million.
Proceeds from the sales of marketable securities for the nine months ended
September 30, 1995 and 1996 were $1.5 million and $1 million, respectively.
Pretax losses of $17,000 for 1995 and the nine months ended September 30, 1995
and $19,000 for the nine months ended September 30, 1996 were recognized on
these sales.
F-10
<PAGE> 52
SPECTRAN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
3 -- INVENTORIES
Inventories consisted of (in thousands):
<TABLE>
<CAPTION>
DECEMBER 31,
------------------- SEPTEMBER 30,
1994 1995 1996
------- ------- -------------
<S> <C> <C> <C>
Raw Materials............................................ $ 1,752 $ 3,132 $ 4,142
Work in Process.......................................... 779 1,508 2,211
Finished Goods........................................... 1,569 2,775 2,614
------ ------ ------
$ 4,100 $ 7,415 $ 8,967
====== ====== ======
</TABLE>
4 -- PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consisted of (in thousands):
<TABLE>
<CAPTION>
DECEMBER 31,
------------------- SEPTEMBER 30,
1994 1995 1996
------- ------- -------------
<S> <C> <C> <C>
Land and Land Improvements................................. $ 395 $ 408 $ 497
Buildings and Improvements................................. 3,266 3,729 3,803
Machinery and Equipment.................................... 14,613 17,229 19,437
Construction in Progress................................... 1,625 1,641 5,478
------- ------- -------
19,899 23,007 29,215
Less: Accumulated Depreciation............................. 10,483 12,717 14,513
------- ------- -------
Property, Plant and Equipment, net......................... $ 9,416 $10,290 $14,702
======= ======= =======
</TABLE>
5 -- LICENSE AGREEMENTS
In February 1983, the Company obtained from Corning, Incorporated
("Corning") a limited, non-assignable, non-exclusive royalty-bearing license to
make, use and sell optical fiber under certain of Corning's United States
patents owned or filed for on or before January 1, 1988. The Company granted to
Corning a non-exclusive royalty-free license for any United States patents filed
for on or before January 1, 1988 related to the subject matter of the Corning or
Company patents licensed under the agreement.
In January 1991, the Company entered into a new fiber manufacturing license
agreement with Corning which expanded and extended the original 1983 agreement.
The new agreement gives SpecTran the ability to increase substantially its fiber
production using Corning's United States patents, providing for an immediate
considerable increase in licensed fiber eligible for manufacture by SpecTran in
1991, with further annual increases through the year 2000. The Company paid a $2
million fee for the new license agreement in four semiannual installments of
$500,000, beginning in January 1991. The license obtained from Corning is
limited, non-assignable, non-exclusive and royalty-bearing, to make, use and
sell optical fiber under certain of Corning's United States patents owned or
filed for on or before January 1, 1996. The Company granted to Corning a
non-exclusive royalty-free license for any United States patents filed for on or
before January 1, 1996 related to optical fiber. The Company believes that its
manufacturing and sale of single-mode fiber is not subject to the Corning
license agreement.
At September 30, 1996, the Company or its subsidiaries had a
non-assignable, non-exclusive, unlimited, royalty-bearing license from Lucent
Technologies Inc. ("Lucent"), formerly AT&T Technologies, Inc., and a
non-exclusive, royalty-bearing license granted by Sumitomo Electric Industries,
Ltd. to make, use and sell optical fibers under certain patents owned by those
companies. No payments are required under these licenses other than royalty
payments.
F-11
<PAGE> 53
SPECTRAN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
During 1995, approximately 43% and 61% of the Company's net sales,
respectively, were subject to the Corning and Lucent licenses. During the nine
months ended September 30, 1996, approximately 40% and 62% of the Company's net
sales, respectively, were subject to the Corning and Lucent licenses. The
Corning license contains certain annual quantity limitations which increase
annually through the year 2000.
Total royalties expensed during the years ended December 31, 1993, 1994 and
1995 were $1.6 million, $1.5 million and $1.6 million, respectively, and for the
nine months ended September 30, 1995 and 1996 were $1.2 million and $1.7
million, respectively.
6 -- GOODWILL
Goodwill consisted of (in thousands):
<TABLE>
<CAPTION>
DECEMBER 31,
----------------- SEPTEMBER 30,
1994 1995 1996
------ ------ -------------
<S> <C> <C> <C>
Goodwill............................................. $1,182 $4,435 $ 4,435
Less Accumulated Amortization........................ (75) (279) (500)
------ ------ ------
$1,107 $4,156 $ 3,935
====== ====== ======
</TABLE>
7 -- ACCRUED LIABILITIES
Accrued liabilities consisted of (in thousands):
<TABLE>
<CAPTION>
DECEMBER 31,
----------------- SEPTEMBER 30,
1994 1995 1996
------ ------ -------------
<S> <C> <C> <C>
Salaries and Wages................................... $ 227 $ 436 $ 875
Royalties............................................ 809 889 618
Health Insurance..................................... 258 411 477
Incentive Compensation............................... 318 503 1,010
Other................................................ 589 725 661
------ ------ ------
$2,201 $2,964 $ 3,641
====== ====== ======
</TABLE>
8 -- LONG-TERM DEBT
Long-term debt consisted of (in thousands):
<TABLE>
<CAPTION>
DECEMBER 31,
------------------ SEPTEMBER 30,
1994 1995 1996
------ ------- -------------
<S> <C> <C> <C>
Revolving credit loan facility at the lower of prime
or LIBOR plus 1.5%, repaid in April 1996.......... $5,240 $10,000 $ --
Revolving credit loan facility at the lower of prime
or LIBOR plus 1.5% at an average rate of 7.16%.... -- -- 10,000
Term loan facility at the lower of prime or LIBOR
rate plus 1.5% at an average rate of 6.99%........ -- -- 2,000
------ ------- -------
Total..................................... $5,240 $10,000 $12,000
====== ======= =======
</TABLE>
On April 25, 1996 and subsequently amended on September 4, 1996, SpecTran
Corporation and its subsidiaries entered into a new Loan and Security Agreement
with Fleet National Bank ("Fleet Bank") pursuant to which the Company can borrow
up to $22,000,000, subject to certain limitations based on the Company's
accounts receivable and inventory and the appraisal value of certain machinery,
equipment and real property owned by the Company. The loan consists of a
$14,500,000 revolving note which is payable
F-12
<PAGE> 54
SPECTRAN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
April 1, 1999, a $4,000,000 term note which is payable in quarterly installments
commencing January 1, 1997 and maturing on April 1, 2001 and a $3,500,000
mortgage note which is payable in quarterly installments commencing July 1, 1997
and maturing on April 1, 2006. Interest on each note is payable quarterly
commencing July 1, 1996. The Company has the option from time to time to select
the interest rate on the notes at either Fleet Bank's prime rate or the LIBOR
rate plus 1.5%, provided that under certain circumstances, Fleet Bank may deem
that the LIBOR rate is not available. The loans are secured by all of the
Company's assets, including real property.
At September 30, 1996, the Company had outstanding $10 million under the
revolving credit agreement and $2 million under the term loan agreements with
Fleet.
The revolving credit agreement, as well as the other loan agreements,
provides for among other things, maintaining specified tangible net worth and
earnings levels and additionally imposes limitations on indebtedness. As of
September 30, 1996, the Company was in compliance with all its covenants.
For related subsequent events see "Note 15 -- Subsequent Events
(unaudited)."
9 -- STOCKHOLDERS' EQUITY
(a) Warrants
As part of an agreement entered into in September 1990 with Allen & Company
Incorporated ("Allen"), warrants to purchase 350,000, 30,000 and 20,000 shares
of SpecTran voting Common Stock at an exercise price of $2.00 through August 14,
1999, were issued to Allen, Richard A.M.C. Johnson, a former director of the
Company, and Patrick E. Brake, a former director of the Company, respectively.
If the entire Allen warrant were exercised, as of September 30, 1996, Allen
would own approximately 6.1% of the Company's outstanding stock. In June 1992
the Johnson warrant was exercised and in January 1993 the Brake warrant was
exercised.
(b) Stock Options
Pursuant to the Company's Incentive Stock Option Plan adopted in November
1981, as amended, incentive and nonqualified options may be granted to purchase
up to an aggregate of 455,000 shares of the Company's voting Common Stock, $.10
par value, at prices not less than 100% of the fair market value of the shares
at the time the options are granted. Currently, all options are exercisable in
full three years from the date of grant in cumulative annual installments of
33 1/3% commencing one year after the date of grant, and expire ten years after
grant.
Under its provisions, no options were to be issued under the Incentive
Stock Option Plan adopted in November 1981 ("Old Plan") after the plan reached
its tenth anniversary. During the year ended December 31, 1991, a new Incentive
Stock Option Plan ("New Plan") was adopted. The terms of the New Plan are
identical to those of the Old Plan except that (1) the number of shares eligible
for issuance shall be 625,490, (2) provision is made for the non-discretionary
grant of nonqualified options to directors who are not full-time employees of
the Company or any subsidiary ("outside directors") and (3) provision is made
for all outstanding options to vest upon the occurrence of a change in control
(as defined in the New Plan).
At the Company's Annual Meeting in 1996, the holders of Common Stock
approved an amendment to the New Plan increasing the number of shares of Common
Stock reserved for issuance by 250,000.
F-13
<PAGE> 55
SPECTRAN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Activity in the plans for the years ended December 31, 1993, 1994 and 1995
and September 30, 1996 is summarized below:
<TABLE>
<CAPTION>
SHARES SHARES UNDER OPTION
AVAILABLE --------------------- AMOUNT
FOR OPTION SHARES PRICE (IN THOUSANDS)
---------- ------- --------------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1992............ 239,758 235,608 $ 1.188 - $22.250 $1,934
Options Granted....................... (117,900) 117,900 $ 8.000 - $11.750 1,038
Options Exercised..................... -- (4,502) $ 3.370 (16)
Options Forfeited..................... 1,767 (1,767) $ 3.375 - $22.250 (21)
--------- ------- ------ ------- ------
Balance at December 31, 1993............ 123,625 347,239 $ 1.188 - $22.250 2,935
Increase in Shares Reserved........... 255,000 -- -- -- --
Options Granted....................... (125,600) 125,600 $ 4.750 - $ 8.870 831
Options Exercised..................... -- (42,334) $ 1.375 - $ 3.370 (101)
Options Forfeited..................... 19,234 (19,234) $ 3.375 - $22.250 (228)
--------- ------- ------ ------- ------
Balance at December 31, 1994............ 272,259 411,271 $ 1.188 - $22.250 3,437
Options Granted....................... (139,750) 139,750 $ 5.375 - $ 5.500 733
Options Exercised..................... -- (1,833) $ 3.375 - $ 4.750 (6)
Options Forfeited..................... 5,700 (5,700) $ 6.000 - $22.250 (57)
--------- ------- ------ ------- ------
Balance at December 31, 1995............ 138,209 543,488 $ 3.375 - $22.250 4,107
Increase in Shares Reserved........... 250,000 -- -- -- --
Options Granted....................... (155,500) 155,500 $ 5.500 - $22.250 2,381
Options Exercised..................... -- (43,277) $ 1.375 - $15.750 (306)
Options Forfeited..................... 11,900 (11,900) $ 3.375 - $11.750 (100)
--------- ------- ------ ------- ------
Balance at September 30, 1996........... 244,609 643,811 $ 3.375 - $22.250 $6,082
========= ======= ====== ======= ======
</TABLE>
As of December 31, 1995, options for 280,789 shares were vested and
exercisable at an aggregate exercise amount of $2.4 million ($8.68 per share).
As of September 30, 1996, options for 339,225 shares were vested and
exercisable at an aggregate exercise amount of $2.8 million ($8.28 per share).
F-14
<PAGE> 56
SPECTRAN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
10 -- INCOME TAXES
Income tax expense attributable to income (loss) from operations differs
from the computed expected tax expense (benefit) determined by applying the
federal income tax rate of 34 percent as follows (in thousands):
<TABLE>
<CAPTION>
NINE MONTHS
YEARS ENDED DECEMBER 31, ENDED
-------------------------- SEPTEMBER 30,
1993 1994 1995 1996
------ ----- ----- -------------
<S> <C> <C> <C> <C>
Computed expected tax expense (benefit) at 34%...... $1,914 $(165) $ 264 $ 1,300
State income taxes, net of federal effect and
change in valuation allowance.................. 366 (31) 81 230
Research and experimentation credits.............. -- (244) 244 --
Goodwill amortization............................. -- -- 50 --
Increase (decrease) in valuation allowance for
deferred income taxes.......................... (350) 417 (437) (274)
Other............................................. 44 23 33 44
------ ----- ----- ------
$1,974 $ -- $ 235 $ 1,300
====== ===== ===== ======
</TABLE>
Total income tax expense (benefit) was allocated as follows (in thousands):
<TABLE>
<CAPTION>
NINE MONTHS
YEARS ENDED DECEMBER 31, ENDED
-------------------------- SEPTEMBER 30,
1993 1994 1995 1996
------ ----- ----- -------------
<S> <C> <C> <C> <C>
Income tax expense (benefit) attributable to:
Income from operations............................ $1,868 $ -- $ 235 $ 1,300
Stockholders' equity, for compensation expense for
tax purposes from the disqualifying disposition
of stock options............................... 106 (120) -- --
------ ----- ----- ------
$1,974 $(120) $ 235 $ 1,300
====== ===== ===== ======
</TABLE>
F-15
<PAGE> 57
SPECTRAN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Income tax expense (benefit) attributable to income from operations
consisted of (in thousands):
<TABLE>
<CAPTION>
CURRENT DEFERRED TOTAL
------- -------- ------
<S> <C> <C> <C>
Year ended December 31, 1993:
Federal................................................ $ 226 $1,193 $1,419
State.................................................. 549 6 555
---- ------ ------
$ 775 $1,199 $1,974
==== ====== ======
Year ended December 31, 1994:
Federal................................................ $ -- $ 27 $ 27
State.................................................. -- (27) (27)
---- ------ ------
$ -- $ -- $ --
==== ====== ======
Year ended December 31, 1995:
Federal................................................ $ 277 $ (120) $ 157
State.................................................. 158 (80) 78
---- ------ ------
$ 435 $ (200) $ 235
==== ====== ======
Nine Months ended September 30, 1996:
Federal................................................ $ 582 $ 441 $1,023
State.................................................. 137 140 277
---- ------ ------
$ 719 $ 581 $1,300
==== ====== ======
</TABLE>
The significant components of deferred income tax expense (benefit)
attributable to income from operations are as follows (in thousands):
<TABLE>
<CAPTION>
NINE MONTHS
YEARS ENDED DECEMBER 31, ENDED
-------------------------- SEPTEMBER 30,
1993 1994 1995 1996
------ ----- ----- -------------
<S> <C> <C> <C> <C>
Deferred tax expense (benefit) (exclusive of the
effects of other components listed below)......... $1,549 $(417) $ 237 $ 855
Increase (decrease) in valuation allowance for
deferred income taxes............................. (350) 417 (437) (274)
------ ----- ----- -----
Deferred income tax expense (benefit) attributable
to income from operations......................... $1,199 $ -- $(200) $ 581
====== ===== ===== =====
</TABLE>
F-16
<PAGE> 58
SPECTRAN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The tax effect of temporary differences that give rise to significant
portions of the deferred tax assets and deferred tax liabilities are presented
below (in thousands):
<TABLE>
<CAPTION>
DECEMBER 31,
------------------- SEPTEMBER 30,
1994 1995 1996
------- ------- -------------
<S> <C> <C> <C>
Deferred tax assets:
Accounts receivable.............................. $ 54 $ 115 $ 119
Inventories...................................... 91 433 402
Accrued liability -- compensation related
expense....................................... 99 122 116
Accrued liability -- pension benefits............ 8 121 158
Other nondeductible reserves and accruals........ 188 (49) (49)
Fixed assets..................................... 79 (27) --
Net operating loss carryforward benefit.......... 1,283 998 26
Credit carryforwards benefit..................... 1,748 1,657 1,643
------ ------ ------
Total gross deferred tax assets............... 3,550 3,370 2,415
Less valuation allowance...................... (1,467) (1,030) (756)
------ ------ ------
Net deferred tax assets....................... 2,083 2,340 1,659
Deferred tax liabilities........................... (78) (100) --
------ ------ ------
Net deferred tax assets............................ 2,005 2,240 1,659
Less current portion............................... 303 588 685
------ ------ ------
Long-term deferred tax asset....................... $ 1,702 $ 1,652 $ 974
------ ------ ------
</TABLE>
The valuation allowance for deferred tax assets as of December 31, 1995 and
September 30, 1996 were $1 million and $756,000, respectively. Based on the
Company's level of net income and projected future earnings, the Company
believes that it is more likely than not that a portion of the deferred tax
asset will be realized in the future. In 1995, the portion of the deferred tax
asset which is expected to be realized increased from 1994; therefore, the
Company reduced its valuation allowance by $437,000. The remaining valuation
allowance relates primarily to the risk that a portion of the tax credit
carryforwards will not be used before they expire.
At December 31, 1995, the Company had the following net operating loss
carryforwards available to offset future taxable income and income tax credits
available to offset future income taxes (in thousands):
<TABLE>
<CAPTION>
AMOUNT EXPIRES
------ ---------
<S> <C> <C>
Net Operating Loss Carryforward................................ $2,521 2001-2009
Federal Research and Experimentation Tax Credits............... 290 1996-2001
Federal Investment Tax Credits................................. 879 1996-2001
Alternative Minimum Tax Credit................................. 487 Indefinite
</TABLE>
11 -- MAJOR CUSTOMERS
The approximate net product sales by the Company to customers accounting
for 10% or more of total net annual sales are as follows (in thousands):
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31, NINE MONTHS
-------------------------------------------------------- ENDED
SEPTEMBER 30,
1993 1994 1995 1996
-------------- -------------- -------------- --------------
CUSTOMER AMOUNT % AMOUNT % AMOUNT % AMOUNT %
------------------ ------ --- ------ --- ------ --- ------ ---
<S> <C> <C> <C> <C> <C> <C> <C> <C>
A.............. $3,492 14 $4,034 15 $5,040 13 $6,306 14
B.............. 5,178 20 5,077 19 4,153 11
C.............. 7,591 30 2,592 10
</TABLE>
F-17
<PAGE> 59
SPECTRAN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Substantially all of the Company's business is to customers in the
telecommunications and data communications industries. International sales,
primarily in Asia and Europe, accounted for 22% of total sales in 1995 and 25%
of total sales for the nine months ended September 30, 1996.
12 -- COMMITMENTS
SpecTran Specialty Optics Company leases office and production facilities
under leases through February 18, 1997 two of which have been extended through
April 18, 1997. Applied Photonic Devices, Inc. leases office and production
facilities under a lease through January 14, 1998 with a right to renew for two
consecutive one-year renewal terms. Applied Photonic Devices, Inc. also leases
additional office and production facilities under a lease through February 6,
2001 with a right to renew for one three-year renewal term, followed by a second
right to renew for an additional two years. The scheduled rental payments
required under these operating leases are as follows (in thousands):
<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
1995 1996
------------ -------------
<S> <C> <C>
1996....................................................... $314 $ 406
1997....................................................... 74 174
1998....................................................... 2 102
---- ----
Total............................................ $390 $ 682
==== ====
</TABLE>
Total rent expense for the years ended December 31, 1994 and 1995 and the
nine months ended September 30, 1995 and 1996 was $242,000, $364,000, $269,000
and $287,000, respectively. There was no rent expense in 1993.
13 -- EMPLOYEE BENEFIT PLANS
(a) Defined Benefit Pension Plan
The Company sponsors a defined benefit pension plan covering substantially
all of its employees. The benefits are based on years of service and an average
of the employee's highest ten consecutive years of earnings. The Company's
funding policy is, to the extent possible, to contribute annually the maximum
amount that can be deducted for federal income tax purposes. Contributions are
intended to provide not only for benefits attributed to service to date, but
also for those expected to be earned in the future.
The Company's unrecognized net loss in 1995 was due to a change in the
discount rate to 7.0% from 8.5% in the prior year as a result of declining
interest rates. This was partially offset by investment gains in excess of
actuarially assumed returns. This is the primary reason for the increase in the
projected benefit obligation for 1995. The following table sets forth the plan's
funded status and amounts recognized in the Company's consolidated balance
sheets at December 31, 1994 and 1995.
F-18
<PAGE> 60
SPECTRAN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Actuarial present value of benefit obligations (in thousands):
<TABLE>
<CAPTION>
1994 1995
----- ------
<S> <C> <C>
Vested benefit obligation............................. $ 349 $ 613
----- ------
Accumulated benefit obligation........................ $ 395 $ 751
----- ------
Projected benefit obligation.......................... $ 772 $1,437
Plan assets at fair value -- primarily mutual funds...... 604 912
----- ------
Projected benefit obligation in excess of plan assets.... 168 525
Unrecognized net gain (loss)............................. 162 (163)
Unrecognized net obligation at January 1, 1991 being
recognized over 17.4 years............................ (264) (244)
----- ------
Accrued pension cost..................................... $ 66 $ 118
===== ======
</TABLE>
Net pension cost for 1994 and 1995 included the following components (in
thousands):
<TABLE>
<CAPTION>
1994 1995
----- ------
<S> <C> <C>
Service cost -- benefits earned during period.............. $ 134 $ 151
Interest cost on projected benefit obligation.............. 59 66
Actual return on assets.................................... (36) (186)
Net amortization and deferral.............................. 15 146
----- ------
Net pension cost........................................... $ 172 $ 177
===== ======
</TABLE>
Assumptions used in the accounting as of December 31 were as follows:
<TABLE>
<CAPTION>
1994 1995
----- ------
<S> <C> <C>
Discount rate.............................................. 8.5% 7.0%
Rates of increase in compensation levels................... 5.0% 5.0%
Expected long-term rate of return on assets................ 8.5% 8.5%
</TABLE>
(b) Directors Retirement Plan
In December 1995 the Company adopted a Directors Retirement Plan which
provides for retirement benefits for all outside directors with five full
calendar years of service as of the later of age 70 or the date of actual
retirement as a director. The Company expensed $100,000 in 1995 to provide for
past service costs.
(c) Defined Contribution Pension Plan
The Company sponsors a defined contribution pension plan covering
substantially all of its employees. Contributions to the plan are discretionary
and amounted to $97,000, $114,000 and $83,000 in 1993, 1994 and 1995,
respectively.
(d) Supplementary Retirement Agreements
The Company entered into supplemental retirement agreements with five
executive officers in 1996. These agreements provide benefits based on years of
service and average eligible pay for executives.
The Company's liability for prior service costs related to these agreements
was approximately $715,000. This amount has been recorded as another long-term
asset and as accrued defined benefit pension liability.
F-19
<PAGE> 61
SPECTRAN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(e) Bonus Plans
The Company sponsors an Employee Profit Sharing Plan covering all
employees. The Company also sponsored a transitional plan covering key employees
in 1995 and adopted a Key Employee Incentive Plan in 1996 which replaced an
Income Growth Incentive Plan in 1994 and 1993. These plans provide for the
payment of bonuses if certain performance objectives are obtained. Bonuses of
$456,000, $331,000 and $380,000, respectively, were charged to operations in
1993, 1994 and 1995 and $259,000 and $1 million, respectively, for the nine
months ended September 30, 1995 and 1996.
14 -- ACQUISITIONS
(a) Applied Photonic Devices, Inc.
On May 23, 1995 the Company purchased all the outstanding capital stock of
Applied Photonic Devices, Inc. ("APD") for cash and common stock worth
approximately $3.9 million. The Company also retired approximately $600,000 of
APD bank debt. APD, located in Danielson, Connecticut, manufactures and sells
fiber optic cable and related components.
The purchase method of accounting was used and the results of operations of
APD are included in the consolidated financial statements from May 23, 1995.
Goodwill of $3,255,000 resulted from the purchase and is being amortized
over 15 years. Amortization expense amounted to $127,000 and $163,000 in fiscal
1995 and the nine months ended September 30, 1996.
(b) Ensign-Bickford Acquisitions
On February 18, 1994 the Company purchased substantially all assets of
Ensign-Bickford Optics Company ("EBOC") and Ensign-Bickford Optical
Technologies, Inc. ("EBOT"), wholly owned subsidiaries of Ensign-Bickford
Industries, Inc., for approximately $7 million. EBOC, renamed SpecTran Specialty
Optics Company, manufactures and sells optical fibers, cables and related
components. The operations of EBOT, which were conducted in Van Nuys,
California, were moved to Sturbridge, Massachusetts.
The purchase method of accounting was used and the results of operations of
SpecTran Specialty Optics Company are included in the consolidated financial
statements from February 18, 1994.
15 -- SUBSEQUENT EVENTS (UNAUDITED)
In December 1996, the Company announced the formation of General Photonics,
a 50-50 joint venture between the Company and General Cable, a subsidiary of
Wassall plc. General Cable purchased certain assets of the Company's optical
fiber cable subsidiary, APD, for approximately $6.3 million and then contributed
them to General Photonics for a 50% equity interest. APD contributed its
remaining assets to General Photonics in exchange for its 50% equity interest.
See -- "Pro Forma Financial Information."
Also in December 1996, the Company sold $24.0 million of senior secured
notes (the "Notes") and concurrently replaced its existing borrowing
arrangements with its principal bank with a $20.0 million revolving credit
agreement. The Company used approximately $14 million of the money raised from
the sale of the Notes to retire its existing indebtedness to its principal bank,
thus making available for borrowing the entire $20.0 million of the revolving
credit agreement.
F-20
<PAGE> 62
SPECTRAN CORPORATION
PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
In December 1996, the Company formed General Photonics, a 50-50 joint
venture between the Company and General Cable, a subsidiary of Wassall plc.
General Cable purchased certain assets of the Company's optical fiber cable
subsidiary, Applied Photonics Devices, for approximately $6.3 million and then
contributed them to General Photonics for a 50% equity interest. Applied
Photonics Devices contributed its remaining assets to General Photonics in
exchange for its 50% equity interest. The Company will account for its interest
in the joint venture under the equity method.
The following pro forma condensed consolidated balance sheet at September
30, 1996 and pro forma condensed consolidated statements of operations for the
year ended December 31, 1995 and nine months ended September 30, 1996 present
the condensed consolidated balance sheet and results of operations of the
Company as if the joint venture with General Photonics existed as of January 1,
1995 and as if the December 1996 sale of $24.0 million of senior notes to
investors and the restructuring of bank loan agreements occurred as of September
30, 1996. See "Recent Developments -- Senior Debt Financing and Refinancing of
Existing Bank Loans."
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF SEPTEMBER 30, 1996
(UNAUDITED)
<TABLE>
<CAPTION>
SEPTEMBER 30, 1996
------------------------------------------------
PRO FORMA
HISTORICAL ADJUSTMENTS PRO FORMA
---------- ----------- ---------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
ASSETS
Current Assets:
Cash and Cash Equivalents........................ $ 2,174 $18,483 (1)(2)(3) $20,657
Current Portion of Marketable Securities......... 972 -- 972
Trade Accounts Receivable, net................... 10,201 (2,252)(1) 7,949
Inventories...................................... 8,967 (3,511)(1) 5,456
Prepaid Expenses and Other Current Assets........ 1,252 (12)(1) 1,240
------- ------- -------
Total Current Assets.......................... 23,566 12,708 36,274
Investment in Joint Venture........................ -- 2,448 (1)(4) 2,448
Property, Plant and Equipment, net................. 14,702 (893)(1) 13,809
Other Assets:
Long-term Marketable Securities.................. 1,422 -- 1,422
Other Long-Term Assets........................... 6,871 (2,978)(1) 3,893
------- ------- -------
Total Other Assets............................ 8,293 (2,978) 5,315
------- ------- -------
Total Assets............................. $46,561 $11,285 $57,846
======= ======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Total Current Liabilities........................ $ 7,398 $ (913)(1) $ 6,485
Long-term Debt..................................... 12,000 12,000 (2)(3) 24,000
Stockholders' Equity:
Common Stock, voting............................... 539 -- 539
Common Stock, non-voting........................... -- -- --
Paid-In Capital.................................... 26,745 -- 26,745
Net Unrealized Gain (Loss) on Marketable
Securities....................................... 15 -- 15
Retained Earnings (Deficit)........................ (136) 198 (4)(10) 62
------- ------- -------
Total Stockholders' Equity.................... 27,163 198 27,361
------- ------- -------
Total Liabilities and Stockholders'
Equity................................. $46,561 $11,285 $57,846
======= ======= =======
</TABLE>
See accompanying notes to pro forma financial statements.
F-21
<PAGE> 63
SPECTRAN CORPORATION
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE YEARS ENDED
DECEMBER 31, 1995
----------------------------------------------
PRO FORMA
HISTORICAL ADJUSTMENTS PRO FORMA
---------- ----------- ---------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Net Sales........................................ $38,581 $(3,499)(5)(10) $35,082
Cost of Sales.................................... 25,520 (2,010)(5)(10) 23,510
------- ------- -------
Gross Profit..................................... 13,061 (1,489) 11,572
Operating Expenses............................... 12,496 (1,033)(6) 11,463
------- ------- -------
Income from Operations........................... 565 456 109
Other Income..................................... 212 330(7) 542
Equity in Earnings of Joint Venture.............. -- 179(8) 179
------- ------- -------
Income before Income Taxes....................... 777 53 830
Income Tax Expense............................... 235 (104)(9) 131
------- ------- -------
Net Income.................................. $ 542 $ 157 $ 699
======= ======= =======
Net Income (Loss) per Share of Common
Stock..................................... $0.10 $0.13
======= =======
Weighted Average shares outstanding.............. 5,583 5,583
======= =======
</TABLE>
<TABLE>
<CAPTION>
FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 1996
----------------------------------------------
PRO FORMA
HISTORICAL ADJUSTMENTS PRO FORMA
---------- ----------- ---------
<S> <C> <C> <C>
Net Sales........................................ $44,915 $(7,043)(5)(10) $37,872
Cost of Sales.................................... 28,621 (4,727)(5)(10) 23,894
------- ------- -------
Gross Profit..................................... 16,294 (2,316) 13,978
Operating Expenses............................... 12,230 (1,659)(6) 10,571
------- ------- -------
Income from Operations........................... 4,064 (657) 3,407
Other Income (Expense)........................... (240) 270(7) 30
Equity in Earnings of Joint Venture.............. -- 220(8) 220
------- ------- -------
Income before Income Taxes....................... 3,824 (167) 3,657
Income Tax Expense............................... 1,300 (208)(9) 1,092
------- ------- -------
Net Income.................................. $ 2,524 $ 41 $ 2,565
======= ======= =======
Net Income (Loss) per Share of Common
Stock..................................... $0.43 $0.43
======= =======
Weighted Average shares outstanding.............. 5,930 5,930
======= =======
</TABLE>
See accompanying notes to pro forma financial statements.
F-22
<PAGE> 64
NOTES TO PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AND STATEMENTS OF OPERATIONS
(1) To record the receipt of $6.3 million cash in exchange for certain assets
of Applied Photonic Devices purchased by General Cable and to record the
contribution of the remaining Applied Photonic Devices assets and
liabilities to General Photonics in return for half the equity in the joint
venture.
(2) To record the elimination of $2.2 million of outstanding debt incurred with
the original purchase of Applied Photonic Devices.
(3) To record the receipt of $24.0 million cash from the issuance of senior
secured notes on December 30, 1996 and the repayment of outstanding
borrowings from the proceeds of the notes.
(4) To record the investment in the new joint venture, General Photonics, and
related earnings for the period from January 1, 1995.
(5) To eliminate sales and cost of sales of Applied Photonic Devices, net of
intercompany sales and gross profit between subsidiaries.
(6) To eliminate operating expenses of Applied Photonic Devices.
(7) To increase interest income on the $4.1 million cash increase and decrease
interest expense for the $2.2 million repayment of debt.
(8) To record SpecTran's 50% share of the after-tax earnings of the
unconsolidated joint venture, General Photonics.
(9) To record the tax effect of the above adjustments.
(10) To eliminate the intercompany profit in ending inventory of General
Photonics.
F-23
<PAGE> 65
(Inside Back Cover Captions)
Corporate logo on the top of the page with the text immediately below
"Innovation in optical fiber"
1. Picture of technician treating a glass preform with chemicals.
Text to the right of the picture "SpecTran uses proprietary technology to
manufacture preforms, the first step in optical fiber production. SpecTran's
design innovations enable the company to produce the broadest range of fibers
for specialty applications, in addition to standard fibers for communication
applications."
2. Picture of a technician on a platform monitoring a draw tower.
Text above the picture "SpecTran engineers and technicians closely monitor
every stage of the production process. Continuous improvements are implemented
to ensure SpecTran's products remain competitive in the dynamic fiber optic
market."
3. Picture of a technician viewing a screen while testing the fiber.
Text below the picture "Large volumes of optical fiber are evaluated by the
quality control department each day. Automated equipment, like this high speed
tester, ensure testing is both efficient and accurate."
4. Picture of technician with a microscope viewing the fiber core.
Text to the right of the picture "The optical fiber industry demands close
attention to quality. In addition to being ISO 9001 registered, SpecTran's
manufacturing processes produce optical fibers that meet the stringent
specifications demanded by cable manufacturers throughout the world."
<PAGE> 66
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary............. 3
Risk Factors................... 6
Recent Developments............ 10
Use of Proceeds................ 12
Price Range of Common Stock and
Dividend Policy............. 12
Capitalization................. 13
Selected Consolidated Financial
Data........................ 14
Management's Discussion and
Analysis of Financial
Condition and Results of
Operations.................. 15
Business....................... 21
Management..................... 30
Principal and Selling
Stockholders................ 33
Description of Securities...... 35
Shares Available for Future
Sale........................ 37
Underwriting................... 38
Legal Matters.................. 39
Experts........................ 39
Additional Information......... 40
Incorporation of Certain
Information by Reference.... 40
Index to Consolidated Financial
Statements.................. F-1
</TABLE>
------------------------
NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFERING COVERED BY THIS PROSPECTUS. IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY, THE SELLING STOCKHOLDER OR THE UNDERWRITERS. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF ANY OFFER TO BUY, THE
COMMON STOCK IN ANY JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL
TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THERE HAS NOT BEEN ANY CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS OR
THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
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1,500,000 SHARES
[SPECTRAN LOGO]
COMMON STOCK
---------------------------
PROSPECTUS
---------------------------
FEBRUARY 12, 1997
TUCKER ANTHONY
INCORPORATED
RAYMOND JAMES &
ASSOCIATES, INC.
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