<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
For the Plan's fiscal year ended March 31, 1995
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A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
MINNTECH CORPORATION
PROFIT SHARING AND RETIREMENT PLAN AND TRUST
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
Minntech Corporation
14605 - 28th Avenue North
Minneapolis, Minnesota 55447
This Form 11-K consist of 13 pages (including exhibits).
Page 1 of 13
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MINNTECH CORPORATION
PROFIT SHARING AND RETIREMENT PLAN AND TRUST
INDEX
Page
Number
------
Financial Statements:
- - --------------------
Report of Independent Accountants F-1
Statement of Net Assets Available for Benefits F-2
Statement of Changes in Net Assets Available for Benefits,
with Fund Information F-3 to F-4
Notes to Financial Statements F-5 to F-7
Supplementary Schedules:
- - -----------------------
I. Assets Held for Investment at March 31, 1995 F-8
II. Reportable Transactions for the Year Ended March 31, 1995 F-9
Other schedules required by Section 2520.103-10 of the Department of Labor Rules
and Regulations for Reporting and Disclosure under ERISA have been omitted
because they are not applicable.
Exhibits:
- - --------
Consent of Independent Accountants E-1
Page 2 of 13
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REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Administrator
of the Minntech Corporation
Profit Sharing and Retirement Plan and Trust
In our opinion, the accompanying statement of net assets available for benefits
and the related statement of changes in net assets available for benefits, with
fund information, present fairly, in all material respects, the net assets
available for benefits of the Minntech Corporation Profit Sharing and Retirement
Plan and Trust at March 31, 1995, and the changes in net assets available for
benefits for the year then ended, in conformity with generally accepted
accounting principles. These financial statements are the responsibility of the
plan's management; our responsibility is to express an opinion on these
financial statements based on our audit. We conducted our audit of these
statements in accordance with generally accepted auditing standards which
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, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for the opinion expressed above.
Our audit was performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The additional information included in
Schedules I and II is presented for purposes of additional analysis and is not a
required part of the basic financial statements but is additional information
required by ERISA. The Fund Information in the statement of changes in net
assets available for benefits is presented for purposes of additional analysis
rather than to present the changes in net assets available for benefits of each
fund. Schedules I and II and the Fund Information have been subjected to the
auditing procedures applied in the audit of the basic financial statements and,
in our opinion, are fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
The financial statements of the Minntech Corporation Profit Sharing and
Retirement Plan and Trust for the year ended March 31, 1994 were audited by
other independent accountants whose report dated August 11, 1994 expressed an
unqualified opinion on those statements.
Price Waterhouse LLP
Minneapolis, Minnesota
September 15, 1995
F-1 Page 3 of 13
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MINNTECH CORPORATION
PROFIT SHARING AND RETIREMENT PLAN AND TRUST
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
March 31,
---------------------------
1995 1994
---- ----
<S> <C> <C>
Investments (at fair value):
Fidelity Funds:
Magellan Fund $ 1,244,404 $ 999,026
Growth and Income Fund 805,415 546,044
Overseas Fund 209,892 118,928
Intermediate Bond Fund 390,905 243,492
Spartan Money Market Fund 541,607 436,754
Securities of participating
employer - Minntech
Corporation Common Stock 683,414 455,561
------------ ------------
Total investments 3,875,637 2,799,805
Participant loans 229,361 229,676
Employer contribution receivable 363,550 171,621
Cash 19,736 16,761
------------ ------------
Net assets available for benefits $ 4,488,284 $ 3,217,863
------------ ------------
------------ ------------
</TABLE>
See accompanying notes to financial statements.
F-2 Page 4 of 13
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MINNTECH CORPORATION
PROFIT SHARING AND RETIREMENT PLAN AND TRUST
STATEMENT OF CHANGES IN NET ASSETS
AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
YEAR ENDED MARCH 31, 1995
<TABLE>
<CAPTION>
Fund Information
-----------------------------------------------------------------------
Spartan
Growth and Intermediate Money
Magellan Income Overseas Bond Market
Fund Fund Fund Fund Fund
------------ ---------- ---------- ---------- ----------
Sources of net assets:
<S> <C> <C> <C> <C> <C>
Interest/dividend income $ 38,719 $ 50,122 $ 2,964 $ 24,463 $ 22,836
Net realized gain (loss) on investments 9,691 (1,961) 802 3,784
Net unrealized appreciation (depreciation)
in market value of investments 46,725 36,772 (8,340) (13,304)
Employer discretionary contributions
Employer matching contributions 14,595 7,906 2,943 4,150 4,916
Employee contributions 189,947 104,082 36,813 53,199 61,929
------------ ---------- ---------- ---------- ----------
Total additions 299,677 196,921 35,182 72,292 89,681
Applications of net assets:
Distributions (19,798) (10,107) (764) (2,337) (6,080)
------------ ---------- ---------- ---------- ----------
Total decreases (19,798) (10,107) (764) (2,337) (6,080)
------------ ---------- ---------- ---------- ----------
Net increase prior to interfund transfers 279,879 186,814 34,418 69,955 83,601
Interfund transfers (34,501) 72,557 56,546 77,458 21,252
------------ ---------- ---------- ---------- ----------
Net increase (decrease) 245,378 259,371 90,964 147,413 104,853
Net assets available for benefits:
Beginning of year 999,026 546,044 118,928 243,492 436,754
------------ ---------- ---------- ---------- ----------
End of year $ 1,244,404 $ 805,415 $ 209,892 $ 390,905 $ 541,607
------------ ---------- ---------- ---------- ----------
------------ ---------- ---------- ---------- ----------
Minntech
Corporation Contribution
Common Participant Receivable
Stock Loans and Cash Total
------------ ---------- ---------- ---------
Sources of net assets:
Interest/dividend income $ 4,470 $ 20,534 $ 164,108
Net realized gain (loss) on investments (5,749) 6,567
Net unrealized appreciation (depreciation)
in market value of investments 166,954 228,807
Employer discretionary contributions $ 363,550 363,550
Employer matching contributions 4,695 39,205
Employee contributions 59,522 19,736 525,228
------------ ---------- ---------- ----------
Total additions 229,892 20,534 383,286 1,327,465
Applications of net assets:
Distributions (12,570) (5,388) (57,044)
------------ ---------- ---------- ----------
Total decreases (12,570) (5,388) (57,044)
------------ ---------- ---------- ----------
Net increase prior to interfund transfers 217,322 15,146 383,286 1,270,421
Interfund transfers 10,531 (15,461) (188,382)
------------ ---------- ---------- ----------
Net increase (decrease) 227,853 (315) 194,904 1,270,421
Net assets available for benefits:
Beginning of year 455,561 229,676 188,382 3,217,863
------------ ---------- ---------- ----------
End of year $ 683,414 $ 229,361 $ 383,286 $ 4,488,284
------------ ---------- ---------- ------------
------------ ---------- ---------- ------------
</TABLE>
See accompanying notes to financial statements.
F-3 Page 5 of 13
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MINNTECH CORPORATION
PROFIT SHARING AND RETIREMENT PLAN AND TRUST
STATEMENT OF CHANGES IN NET ASSETS
AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
YEAR ENDED MARCH 31, 1994
<TABLE>
<CAPTION>
Fund Information
----------------------------------------------------------
Spartan
Growth and Intermediate Money
Magellan Income Overseas Bond Market
Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C>
Sources of net assets:
Interest/dividend income $ 79,438 $ 32,554 $ 1,177 $ 19,268 $ 13,588
Net unrealized appreciation (depreciation)
in market value of investments 12,114 10,278 14,838 (8,978)
Employer discretionary contributions
Employer matching contributions 11,984 7,012 994 3,685 3,910
Employee contributions 155,588 95,061 11,704 48,006 50,233
-------- -------- ------- ------- --------
Total additions (deductions) 259,124 144,905 28,713 61,981 67,731
Applications of net assets:
Distributions (43,154) (26,983) (5,467) (18,531) (18,239)
-------- -------- ------- ------- --------
Total decreases (43,154) (26,983) (5,467) (18,531) (18,239)
-------- -------- ------- ------- --------
Net increase prior to interfund transfers 215,970 117,922 23,246 43,450 49,492
Interfund transfers 155,717 11,409 36,110 (12,300) (10,617)
-------- -------- ------- ------- --------
Net increase (decrease) 371,687 129,331 59,356 31,150 38,875
Net assets available for benefits:
Beginning of year 627,339 416,713 59,572 212,342 397,879
-------- -------- ------- ------- --------
End of year $ 999,026 $ 546,044 $ 118,928 $ 243,492 $ 436,754
---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ----------
Minntech
Corporation Contribution
Common Participant Receivable
Stock Loans and Cash Total
----- -------- -------- -----------
<C> <C> <C> <C>
Source of Net Assets:
Interest/dividend income $ 95 $ 16,648 $ 162,768
Net unrealized appreciation (depreciation)
in market value of investments (97,041) (68,789)
Employer discretionary contributions $171,621 171,621
Employer matching contributions 4,867 32,452
Employee contributions 58,818 16,761 436,171
---------- ---------- -------- -----------
Total additions (deductions) (33,261) 16,648 188,382 734,223
Applications of net assets:
Distributions (9,428) (7,738) (129,540)
Total decreases (9,428) (7,738 (129,540)
---------- ---------- -------- -----------
Net increase prior to
interfund transfers (42,689) 8,910 188,382 604,683
Interfund transfers 48,997 89,381 (318,697)
---------- ---------- -------- -----------
Net increase (decrease) 6,308 98,291 (130,315) 604,683
Net assets available for benefits:
Beginning of year 449,253 131,385 318,697 2,613,180
---------- ---------- -------- -----------
End of year $ 455,561 $ 229,676 $188,382 $ 3,217,863
---------- ---------- -------- -----------
---------- ---------- -------- -----------
</TABLE>
See accompanying notes to financial statements.
F-4 Page 6 of 13
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MINNTECH CORPORATION
PROFIT SHARING AND RETIREMENT PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - DESCRIPTION OF THE PLAN
The Minntech Corporation Profit Sharing and Retirement Plan and Trust (the Plan)
is fully described in the "Minntech Corporation Profit Sharing and Retirement
Plan and Trust" plan agreement.
PARTICIPATION
The Plan is a defined contribution plan for Minntech Corporation's (the Company)
employees. Employees are eligible to participate in the Plan after the employee
has both:
(a) attained twenty-one years of age, and
(b) completed 1000 or more hours during 12 consecutive months.
Certain employees are not eligible if employed under a collective bargaining
agreement with a labor union unless that agreement expressly provides for the
employee's coverage under the Plan.
ADMINISTRATION
The Company is the Plan Administrator. To assist the Company as the Plan
Administrator, the Plan provides for the appointment of an Administrative
Committee, which consists of officers/shareholders of the Company. A separate
officer and shareholder of the Company is the trustee (the Trustee) of the Plan.
Fidelity Investments is an agent of the Trustee and is the investment custodian
for the Plan.
CONTRIBUTIONS
Eligible participants may invest 1% to 10% of their annual compensation, with
the Company matching 10% of the first 6%.
The Company may also make discretionary contributions to the Plan each year
based upon the financial performance of the Company. Although the Company is
not required to make a contribution in any Plan year, the Company's Board of
Directors has passed a revocable resolution to contribute 4% of each qualified
participant's recognized compensation, as defined, upon attaining certain profit
goals.
Contributions are credited to each qualifying participant's account, based on
the proportion of their recognized compensation, as defined, bears to the total
recognized compensation of all qualifying participants. Contributions are fully
funded on an annual basis, following the Plan's fiscal year-end.
F-5 Page 7 of 13
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DISTRIBUTIONS
Distributions are made to vested employees after retirement or termination from
the Company.
VESTING
When employment ends, the participants are vested in all, some or none of their
account balance, depending upon various factors, including the participant's age
and length of service. Any non-vested portion of the account balance will be
forfeited and added to the remaining qualified participants' accounts, in
proportion to which a qualified participant's recognized compensation bears to
the total recognized compensation of all qualifying participants.
A qualifying participant vests twenty percent after three years, an additional
twenty percent for each of years four, five, six and seven. A participant is
fully vested after seven years of service or upon retirement at age sixty-five
or upon death or disability.
The Company may elect to terminate the Plan at any time. In the event the
Company elects to terminate the Plan, all participant account balances become
fully vested.
PARTICIPANT LOANS
Participants may borrow from their accounts at a minimum of $1,000 up to a
maximum of the lesser amount of $50,000 or 50% of their vested account balance.
The loans are secured by the vested balance in the participants' accounts and
bear interest at the prime interest rate. Loans must be repaid over a period of
five to ten years.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The financial statements of the plan are prepared on the accrual basis of
accounting.
INVESTMENTS
Investments are recorded at fair market value, as determined by quoted prices in
an active market. Unrealized gains or losses on investments for the period are
reflected in the Statement of Changes in Net Assets Available for Benefits.
ADMINISTRATIVE EXPENSES
Currently, no administrative expenses are paid by the Plan. Administrative
expenses for legal, auditing, and administration costs have been fully paid by
the Company at its discretion.
F-6 Page 8 of 13
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NOTE 3 - FEDERAL INCOME TAX STATUS
The Internal Revenue Service has determined and informed the Company by letter
dated November 30, 1993 that the Plan qualifies under the applicable sections of
the Internal Revenue Code (IRC) and is, therefore, not subject to tax under
present income tax law.
NOTE 4 - BENEFIT PAYMENTS
Benefit payments requested but unpaid were $0 and $5,105 at March 31, 1995 and
1994, respectively.
F-7 Page 9 of 13
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SCHEDULE I
MINNTECH CORPORATION PROFIT SHARING AND
RETIREMENT PLAN AND TRUST
ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
MARCH 31, 1995
<TABLE>
<CAPTION>
Current
Identity of Issuer Description of Investment Cost Value
------------------ ------------------------- ---- -----
<S> <C> <C> <C>
Fidelity Investments Magellan Fund $ 1,197,679 $ 1,244,404
Growth and Income Fund 768,643 805,415
Overseas Fund 218,232 209,892
Intermediate Bond Fund 404,209 390,905
Spartan Money Market Fund 541,607 541,607
------------ -----------
3,130,370 3,192,223
Minntech Corporation* Common stock 516,460 683,414
Participant loans Loans receivable from participants 229,361 229,361
------------ -----------
Total assets held for
investment purposes $ 3,876,191 $ 4,104,998
------------ -----------
------------ -----------
</TABLE>
* Party in interest.
F-8 Page 10 of 13
<PAGE>
SCHEDULE II
MINNTECH CORPORATION PROFIT SHARING AND
RETIREMENT PLAN AND TRUST
ITEM 27(d) - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED MARCH 31, 1995
<TABLE>
<CAPTION>
Purchase Selling Cost of Net Gain
Identity of Party Involved Description of Asset Price Price Asset (Loss)
- - -------------------------- -------------------- ----- ----- ----- ----
<S> <C> <C> <C> <C> <C>
Fidelity Investments - Purchase of 5,813 units of participation in
Magellan Fund 83 transactions $ 391,066
Fidelity Investments - Sale of 2,963 units of participation in
Magellan Fund 37 transactions $ 202,103 $ 206,589 $ (4,486)
Fidelity Investments - Purchase of 11,868 units of
Growth and Income Fund participation in 81 transactions 258,045 - - -
Fidelity Investments - Purchase of 17,388 units of
Intermediate Bond Fund participation in 77 transactions 175,223 - - -
Fidelity Investments - Purchase of 161,027 units of
Spartan Money Market Fund participation in 80 transactions 161,027 - - -
</TABLE>
F-9 Page 11 of 13
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Administrative Committee of the Minntech Corporation Profit Sharing and
Retirement Plan and Trust has duly caused this annual report to be signed on its
behalf by the undersigned hereunto duly authorized.
Date: October 20, 1995 MINNTECH CORPORATION PROFIT SHARING AND
RETIREMENT PLAN AND TRUST
By /s/ Louis C. Cosentino, Ph.D.
--------------------------------------
Louis C. Cosentino, Ph.D.
Member of the Administrative Committee
Page 12 of 13
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EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 33-35368) of Minntech Corporation of our report dated
September 15, 1995 appearing in the Annual Report of the Minntech Corporation
Profit Sharing and Retirement Plan and Trust which is included in this Annual
Report on Form 11-K for the year ended March 31, 1995.
Price Waterhouse LLP
Minneapolis, Minnesota
October 20, 1995
E-1 Page 13 of 13
