<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
----------------------------------
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, 1997
------------------------------------------------------------
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 14 pages (including exhibits).
<PAGE>
MINNTECH CORPORATION
PROFIT SHARING AND RETIREMENT PLAN AND TRUST
INDEX
<TABLE>
<CAPTION>
PAGE
NUMBER
FINANCIAL STATEMENTS:
<S> <C>
Report of Independent Accountants F-1 to F-2
Statement of Net Assets Available for Benefits F-3
Statement of Changes in Net Assets Available for Benefits,
with Fund Information F-4 to F-5
Notes to Financial Statements F-6 to F-8
SUPPLEMENTARY SCHEDULES:
I. Schedule of Assets Held for Investment Purposes at March 31, 1997 F-9
II. Schedule of Reportable Transactions for the Year Ended March 31, 1997 F-10
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
</TABLE>
<PAGE>
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, 1997 and 1996, and the changes in net assets
available for benefits for the years 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 audits. We conducted our
audits 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
audits provide a reasonable basis for the opinion expressed above.
Our audits were 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 the Department of Labor's Rules and Regulations of Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974. 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.
F-1
<PAGE>
To the Participants and Administrator
of the Minntech Corporation
Profit Sharing and Retirement Plan and Trust
The schedule of assets held for investment purposes and the schedule of
reportable transactions that accompany the Plan's financial statements do not
disclose the historical cost of certain plan assets held by the Plan investment
custodian or the historical cost of Plan assets sold during the year.
Disclosure of this information is required by the Department of Labor's Rules
and Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
Minneapolis, Minnesota
September 10, 1997
F-2
<PAGE>
MINNTECH CORPORATION
PROFIT SHARING AND RETIREMENT PLAN AND TRUST
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
MARCH 31,
-----------------------
1997 1996
---------- ----------
Investments (at fair value):
Fidelity Mutual Funds:
Magellan Fund$ $1,902,379 $1,792,112
Growth and Income Fund 1,654,145 1,252,399
Overseas Fund 438,811 283,126
Intermediate Bond Fund 461,315 475,359
Spartan Money Market Fund 690,520 683,689
Securities of participating employer - Minntech
Corporation
Common Stock 386,140 699,337
---------- ----------
Total investments 5,533,310 5,186,022
Participant loans 234,147 237,177
Cash 25,394 40,495
---------- ----------
Net assets available for benefits $5,792,851 $5,463,694
---------- ----------
---------- ----------
See accompanying notes to financial statements.
F-3
<PAGE>
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, 1997
<TABLE>
<CAPTION>
FUND INFORMATION
--------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Spartan
Growth Intermediate Money
Magellan and Income Overseas Bond Market
Fund Fund Fund Fund Fund
---------- ---------- -------- -------- --------
Sources of net assets:
Interest/dividend income $ 291,303 $ 72,059 $ 25,026 $ 31,828 $ 35,182
Net appreciation (depreciation)
in fair value of investments (115,751) 117,048 20,674 (10,952)
Employer matching contributions 15,773 12,833 5,251 4,609 5,406
Employee contributions 203,813 177,750 65,480 66,766 67,982
---------- ---------- --------- --------- ---------
Total additions 395,138 379,690 116,431 92,251 108,570
---------- ---------- --------- --------- ---------
Applications of net assets:
Distributions (160,702) (72,399) (12,349) (93,163) (86,993)
---------- ---------- --------- --------- ---------
Total decreases (160,702) (72,399) (12,349) (93,163) (86,993)
---------- ---------- --------- --------- ---------
Net increase (decrease) prior to
interfund transfers 234,436 307,291 104,082 (912) 21,577
Interfund transfers (124,169) 94,455 51,603 (13,132) (14,746)
---------- ---------- --------- --------- ---------
Net increase (decrease) 110,267 401,746 155,685 (14,044) 6,831
Net assets available for benefits:
Beginning of year 1,792,112 1,252,399 283,126 475,359 683,689
---------- ---------- --------- --------- ---------
End of year $1,902,379 $1,654,145 $ 438,811 $ 461,315 $ 690,520
---------- ---------- --------- --------- ---------
---------- ---------- --------- --------- ---------
<CAPTION>
FUND INFORMATION
------------------
Minntech
Corporation Contribution
Common Participant Receivable
Stock Loans and Cash Total
------------ ------------- ----------- ------------
<S> <C> <C> <C> <C>
Sources of net assets:
Interest/dividend income $5,754 $17,642 $478,794
Net appreciation (depreciation)
in fair value of investments (361,772) (350,753)
Employer matching contributions 5,721 49,593
Employee contributions 69,537 651,328
----------- ----------- ----------- ------------
Total additions (280,760) 17,642 828,962
----------- ----------- ----------- ------------
Applications of net assets:
Distributions (47,978) (26,221) (499,805)
----------- ----------- ----------- ------------
Total decreases (47,978) (26,221) (499,805)
----------- ----------- ----------- ------------
Net increase (decrease) prior to
interfund transfers (328,738) (8,579) 329,157
Interfund transfers 15,541 5,549 $(15,101)
----------- ----------- ----------- ------------
Net increase (decrease) (313,197) (3,030) (15,101) 329,157
Net assets available for benefits:
Beginning of year 699,337 237,177 40,495 5,463,694
----------- ----------- ----------- ------------
End of year $386,140 $234,147 $25,394 $5,792,851
----------- ----------- ----------- ------------
----------- ----------- ----------- ------------
</TABLE>
See accompanying notes to financial statements.
F-4
<PAGE>
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, 1996
<TABLE>
<CAPTION>
FUND INFORMATION
----------------------------------------------------------------------
Spartan
Growth Intermediate Money
Magellan and Income Overseas Bond Market
Fund Fund Fund Fund Fund
---------- ---------- --------- ------------- ----------
<S> <C> <C> <C> <C> <C>
Sources of net assets:
Interest/dividend income $100,643 $62,268 $6,069 $29,132 $34,694
Net appreciation (depreciation)
in fair value of investments 266,117 257,648 26,338 5,359
Employer matching contributions 14,978 10,539 3,574 4,902 5,728
Employee contributions 191,838 132,746 44,216 61,460 73,956
----------- ---------- ---------- ---------- -----------
Total additions 573,576 463,201 80,197 100,853 114,378
----------- ---------- ---------- ---------- -----------
Applications of net assets:
Distributions (113,517) (145,091) (20,290) (61,643) (86,859)
----------- ---------- ---------- ---------- -----------
Total decreases (113,517) (145,091) (20,290) (61,643) (86,859)
----------- ---------- ---------- ---------- -----------
Net increase prior to interfund
transfers 460,059 318,110 59,907 39,210 27,519
Interfund transfers 87,649 128,874 13,327 45,244 114,563
----------- ---------- ---------- ---------- -----------
Net increase (decrease) 547,708 446,984 73,234 84,454 142,082
Net assets available for benefits:
Beginning of year 1,244,404 805,415 209,892 390,905 541,607
----------- ---------- ---------- ---------- -----------
End of year $1,792,112 $1,252,399 $283,126 $475,359 $683,689
----------- ---------- ---------- ---------- -----------
----------- ---------- ---------- ---------- -----------
<CAPTION>
FUND INFORMATION
-----------------
Minntech
Corporation Contribution
Common Participant Receivable
Stock Loans and Cash Total
--------- ------------ ----------- ---------
<S> <C> <C> <C> <C>
Sources of net assets:
Interest/dividend income $803 $18,805 $252,414
Net appreciation (depreciation)
in fair value of investments 180,995 736,457
Employer matching contributions 5,169 44,890
Employee contributions 68,141 $1,348 573,705
---------- ---------- ---------- -----------
Total additions 255,108 18,805 1,348 1,607,466
---------- ---------- ---------- -----------
Applications of net assets:
Distributions (191,570) (13,086) (632,056)
---------- ---------- ---------- -----------
Total decreases (191,570) (13,086) (632,056)
---------- ---------- ---------- -----------
Net increase prior to interfund
transfers 63,538 5,719 1,348 975,410
Interfund transfers (47,615) 2,097 (344,139)
---------- ---------- ---------- -----------
Net increase (decrease) 15,923 7,816 (342,791) 975,410
Net assets available for benefits:
Beginning of year 683,414 229,361 383,286 4,488,284
---------- ---------- ---------- -----------
End of year $699,337 $237,177 $40,495 $5,463,694
---------- ---------- ---------- -----------
---------- ---------- ---------- -----------
</TABLE>
See accompanying notes to financial statements.
F-5
<PAGE>
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 1,000 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. Separate
officers and shareholders of the Company are the trustees (the Trustees) of the
Plan. Fidelity Investments is an agent of the Trustees 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% of employee contributions.
The Company may also make discretionary contributions to the Plan each year
based upon the financial performance of the Company. The Company is not
required to make a contribution in any Plan year. No discretionary
contributions to the Plan were made by the Company during each Plan year ended
March 31, 1997 and 1996, respectively.
Contributions are credited to each qualifying participant's account, based on
the proportion of their recognized compensation, as defined, to the total
recognized compensation of all qualifying participants. Contributions are fully
funded on an annual basis, following the Plan's fiscal year-end.
DISTRIBUTIONS
Distributions are made to vested employees after retirement or termination from
the Company.
F-6
<PAGE>
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. Net appreciation of investments reported in the Statement of
Changes in Net Assets Available for Benefits includes both realized and
unrealized gains and losses.
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.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
F-7
<PAGE>
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 - SUBSEQUENT EVENT
Effective April 1, 1997, officers and shareholders of the Company are no longer
the trustees of the Plan as the Charles Schwab Trust Company was appointed as
the new trustee.
F-8
<PAGE>
SCHEDULE I
MINNTECH CORPORATION PROFIT SHARING AND
RETIREMENT PLAN AND TRUST
ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
MARCH 31, 1997
Current
Identity of Issuer Description of Investment Value**
------------------ --------------------------- ---------
Fidelity Investments Magellan Fund $1,902,379
Growth and Income Fund 1,654,145
Overseas Fund 438,811
Intermediate Bond Fund 461,315
Spartan Money Market Fund 690,520
------------
5,147,170
Minntech Corporation* Common stock 386,140
Brokerage cash account 25,394
Participant loans Loans receivable from participants 234,147
------------
Total assets held for
investment purposes $5,792,851
------------
------------
* Party in interest.
** Cost basis information is not available.
F-9
<PAGE>
SCHEDULE II
MINNTECH CORPORATION PROFIT SHARING AND
RETIREMENT PLAN AND TRUST
ITEM 27(d) - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED MARCH 31, 1997
<TABLE>
<CAPTION>
Purchase Selling
Identify of Party Involved Description of Assets Price Price*
-------------------------- ----------------------- --------- --------
<S> <C> <C> <C>
Fidelity Investments
Magellan Fund Purchase of 7,584 units of participation
in 42 transactions $580,172
Magellan Fund Sale of 4,342 units of participation
in 19 transactions $351,195
Growth and Income Fund Purchase of 13,718 units of participation
in 38 transactions 415,034
Growth and Income Fund Sale of 4,423 units of participation
in 16 transactions 130,337
Overseas Fund Purchase of 5,272 units of participation
in 34 transactions 162,399
Overseas Fund Sale of 886 units of participation
in 11 transactions 27,385
Intermediate Bond Fund Purchase of 13,409 units of participation
in 33 transactions 131,006
Intermediate Bond Fund Sale of 13,331 units of participation
in 14 transactions 134,098
Spartan Money Market Fund Purchase of 131,337 units of participation
in 35 transactions 131,337
Spartan Money Market Fund Sale of 124,506 units of participation
in 20 transactions 124,506
Minntech Corporation Stock Purchase of 4,500 units of participation
in 4 transactions 48,575
* Cost information is not available.
</TABLE>
F-10
<PAGE>
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: ____________________, 1997 MINNTECH CORPORATION PROFIT SHARING
AND RETIREMENT PLAN AND TRUST
By:
---------------------------------
Jules L. Fisher
Member of the Administrative Committee
<PAGE>
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 10, 1997 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, 1997.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
Minneapolis, Minnesota
September 30, 1997
