<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, 1996
--------------------------------
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
PAGE
NUMBER
------
FINANCIAL STATEMENTS:
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. Assets Held for Investment at March 31, 1996 F-9
II. Reportable Transactions for the Year Ended March 31, 1996 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
<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, 1996 and 1995, 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.
Price Waterhouse LLP
Minneapolis, Minnesota
September 11, 1996
F-2
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MINNTECH CORPORATION
PROFIT SHARING AND RETIREMENT PLAN AND TRUST
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
March 31,
--------------------------------
1996 1995
---- ----
<S> <C> <C>
Investments (at fair value):
Fidelity Funds:
Magellan Fund $ 1,792,112 $ 1,244,404
Growth and Income Fund 1,252,399 805,415
Overseas Fund 283,126 209,892
Intermediate Bond Fund 475,359 390,905
Spartan Money Market Fund 683,689 541,607
Securities of participating employer - Minntech
Corporation Common Stock 699,337 683,414
------------ ------------
Total investments 5,186,022 3,875,637
Participant loans 237,177 229,361
Employer contribution receivable 363,550
Cash 40,495 19,736
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Net assets available for benefits $ 5,463,694 $ 4,488,284
------------ ------------
------------ ------------
</TABLE>
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, 1996
<TABLE>
<CAPTION>
Fund Information
----------------------------------------------------------
Spartan Minntech
Growth and Intermediate Money Corporation Contribution
Magellan Income Overseas Bond Market Common Participant Receivable
Fund Fund Fund Fund Fund Stock Loans and Cash Total
---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Sources of net assets:
Interest/dividend
income $ 100,643 $ 62,268 $ 6,069 $ 29,132 $ 34,694 $ 803 $ 18,805 $ 252,414
Net appreciation
(depreciation) in
fair value of
investments 266,117 257,648 26,338 5,359 180,995 736,457
Employer matching
contributions 14,978 10,539 3,574 4,902 5,728 5,169 44,890
Employee contributions 191,838 132,746 44,216 61,460 73,956 68,141 $ 1,348 573,705
---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Total additions 573,576 463,201 80,197 100,853 114,378 255,108 18,805 1,348 1,607,466
---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Applications of
net assets:
Distributions (113,517) (145,091) (20,290) (61,643) (86,859) (191,570) (13,086) (632,056)
---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Total decreases (113,517) (145,091) (20,290) (61,643) (86,859) (191,570) (13,086) (632,056)
---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Net increase prior to
interfund transfers 460,059 318,110 59,907 39,210 27,519 63,538 5,719 1,348 975,410
Interfund transfers 87,649 128,874 13,327 45,244 114,563 (47,615) 2,097 (344,139)
---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Net increase
(decrease) 547,708 446,984 73,234 84,454 142,082 15,923 7,816 (342,791) 975,410
Net assets available
for benefits:
Beginning of year 1,244,404 805,415 209,892 390,905 541,607 683,414 229,361 383,286 4,488,284
---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
End of year $1,792,112 $1,252,399 $ 283,126 $ 475,359 $ 683,689 $ 699,337 $ 237,177 $ 40,495 $5,463,694
---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
</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, 1995
<TABLE>
<CAPTION>
Fund Information
---------------------------------------------------------
Spartan Minntech
Growth and Intermediate Money Corporation Contribution
Magellan Income Overseas Bond Market Common Participant Receivable
Fund Fund Fund Fund Fund Stock Loans and Cash Total
---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Sources of net assets:
Interest/dividend
income $ 38,719 $ 50,122 $ 2,964 $ 24,463 $ 22,836 $ 4,470 $ 20,534 $ 164,108
Net appreciation
(depreciation) in
fair value of
investments 56,416 34,811 (7,538) (9,520) 161,205 235,374
Employer discretionary
contributions $363,550 363,550
Employer matching
contributions 14,595 7,906 2,943 4,150 4,916 4,695 39,205
Employee contributions 189,947 104,082 36,813 53,199 61,929 59,522 19,736 525,228
---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Total additions 299,677 196,921 35,182 72,292 89,681 229,892 20,534 383,286 1,327,465
---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Applications of
net assets:
Distributions (19,798) (10,107) (764) (2,337) (6,080) (12,570) (5,388) (57,044)
---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Total decreases (19,798) (10,107) (764) (2,337) (6,080) (12,570) (5,388) (57,044)
---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Net increase prior to
interfund transfers 279,879 186,814 34,418 69,955 83,601 217,322 15,146 383,286 1,270,421
Interfund transfers (34,501) 72,557 56,546 77,458 21,252 10,531 (15,461) (188,382)
---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Net increase
(decrease) 245,378 259,371 90,964 147,413 104,853 227,853 (315) 194,904 1,270,421
Net assets available
for benefits:
Beginning of year 999,026 546,044 118,928 243,492 436,754 455,561 229,676 188,382 3,217,863
---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
End of year $1,244,404 $ 805,415 $ 209,892 $ 390,905 $ 541,607 $ 683,414 $ 229,361 $ 383,286 $4,488,284
---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
</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 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. 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.
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.
F-6
<PAGE>
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. 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.
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.
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, 1996
Current
Identity of Issuer Description of Investment Value**
------------------ ------------------------- -----
Fidelity Investments Magellan Fund $ 1,792,112
Growth and Income Fund 1,252,399
Overseas Fund 283,126
Intermediate Bond Fund 475,359
Spartan Money Market Fund 683,689
-----------
4,486,685
Minntech Corporation* Common stock 699,337
Participant loans Loans receivable from participants 237,177
-----------
Total assets held for
investment purposes $ 5,423,199
-----------
-----------
* 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, 1996
<TABLE>
<CAPTION>
Purchase Selling
Identity of Party Involved Description of Asset Price Price*
-------------------------- -------------------- ----- -----
<S> <C> <C> <C>
Fidelity Investments - Magellan Fund Purchase of 5,212 units of participation
in 65 transactions $ 445,138
Fidelity Investments - Magellan Fund Sale of 1,911 units of participation
in 11 transactions $ 152,548
Fidelity Investments - Growth and Income Fund Purchase of 15,117 units of participation
in 62 transactions 379,620
Fidelity Investments - Growth and Income Fund Sale of 6,720 units of participation
in 7 transactions 190,286
Fidelity Investments - Overseas Fund Purchase of 3,035 units of participation
in 57 transactions 87,906
Fidelity Investments - Overseas Fund Sale of 1,429 units of participation
in 5 transactions 47,687
Fidelity Investments - Intermediate Bond Fund Purchase of 13,461 units of participation
in 67 transactions 135,311
Fidelity Investments - Intermediate Bond Fund Sale of 5,711 units of participation
in 5 transactions 58,653
Fidelity Investments - Spartan Money Market Fund Purchase of 232,295 units of participation
in 70 transactions 232,295
Fidelity Investments - Spartan Money Market Fund Sale of 90,213 units of participation
in 10 transactions 90,213
Fidelity Investments - Minntech Corporation Stock Sale of 10,800 units of participation
in 2 transactions 165,841
</TABLE>
* Cost information is not available.
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:_________________, 1996 MINNTECH CORPORATION PROFIT SHARING AND
RETIREMENT PLAN
AND TRUST
By:
-------------------------------------
Louis C. Cosentino, Ph.D.
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 11, 1996 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, 1996.
Price Waterhouse LLP
Minneapolis, Minnesota
September 30, 1996
E-1
