<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 11, 1995
REGISTRATION NO. 33-58287
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- --------------------------------------------------------------------------------
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
AMENDMENT
NO. 2 TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
----------------
ALTRON INCORPORATED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MASSACHUSETTS 04-2464301
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER IDENTIFICATION NO.)
OF INCORPORATION OR ORGANIZATION)
ONE JEWEL DRIVE, WILMINGTON, MASSACHUSETTS 01887, (508) 658-5800
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICE)
----------------
SAMUEL ALTSCHULER, PRESIDENT
ALTRON INCORPORATED
ONE JEWEL DRIVE
WILMINGTON, MASSACHUSETTS 01887
TELEPHONE: (508) 658-5800
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
ANTHONY J. MEDAGLIA, JR. TIMOTHY C. MAGUIRE
HUTCHINS, WHEELER & DITTMAR TESTA, HURWITZ & THIBEAULT
A PROFESSIONAL CORPORATION EXCHANGE PLACE
101 FEDERAL STREET 53 STATE STREET
BOSTON, MASSACHUSETTS 02110 BOSTON, MASSACHUSETTS 02109
(617) 951-6600 (617) 248-7000
----------------
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [_]
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
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<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION--DATED MAY 11, 1995
PROSPECTUS
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1,200,000 Shares
ALTRON INCORPORATED
Common Stock
- --------------------------------------------------------------------------------
Of the 1,200,000 shares of common stock, par value $.05 per share (the "Common
Stock"), offered hereby, 1,100,000 shares are being sold by Altron Incorporated
("Altron" or the "Company") and 100,000 shares are being sold by a stockholder
of the Company (the "Selling Stockholder"). The Company will not receive any of
the proceeds from the sale of shares of Common Stock by the Selling
Stockholder. See "Principal and Selling Stockholders."
The Common Stock is included in The Nasdaq Stock Market's National Market (the
"Nasdaq National Market") under the symbol "ALRN." On May 10, 1995, the last
reported sales price of the Common Stock as reported on the Nasdaq National
Market was $16.50 per share. See "Price Range of Common Stock."
SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN MATERIAL FACTORS THAT SHOULD BE
CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE COMMON STOCK OFFERED HEREBY.
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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.
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<TABLE>
<CAPTION>
UNDERWRITING PROCEEDS TO
PRICE TO DISCOUNTS AND PROCEEDS TO SELLING
PUBLIC COMMISSIONS(1) COMPANY(2) STOCKHOLDER
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<S> <C> <C> <C> <C>
Per Share...................... $ $ $ $
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Total(3)....................... $ $ $ $
</TABLE>
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(1) The Company and the Selling Stockholder have agreed to indemnify the
several Underwriters against certain liabilities, including liabilities
under the Securities Act of 1933. See "Underwriting."
(2) Before deducting expenses payable by the Company estimated to be $250,000.
(3) The Company has granted the several Underwriters a 30-day over-allotment
option to purchase up to 180,000 additional shares of the Common Stock on
the same terms and conditions as set forth above. If all such additional
shares are purchased by the Underwriters, the total Price to Public will be
$ , the total Underwriting Discounts and Commissions will be $ , the
total Proceeds to Company will be $ and the total Proceeds to Selling
Stockholder will be $ . See "Underwriting."
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The shares of Common Stock are offered by the several Underwriters subject to
delivery by the Company and the Selling Stockholder and acceptance by the
Underwriters, to prior sale and to withdrawal, cancellation or modification of
the offer without notice. Delivery of the shares to the Underwriters is
expected to be made at the office of Prudential Securities Incorporated, One
New York Plaza, New York, New York, on or about June , 1995.
PRUDENTIAL SECURITIES INCORPORATED NEEDHAM & COMPANY, INC.
May , 1995
<PAGE>
ALTRON offers a wide range of products
including complex multilayer printed
circuit boards, high performance
backplane assemblies, state-of-the-art
surface mount assemblies and complete
electronic systems.
(Backplane with Surface Mount)
High speed, impedance controlled backplanes
(Multilayer Board with Stack of Layers)
High density, multilayer printed circuit boards
(GE Medical ISE System)
Total systems engineered for lower cost and higher performance
(5 Assembled Multilayer Boards)
Surface mount daughter card assemblies
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK
OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
IN CONNECTION WITH THIS OFFERING, CERTAIN UNDERWRITERS AND SELLING GROUP
MEMBERS (IF ANY) OR THEIR RESPECTIVE AFFILIATES MAY ENGAGE IN PASSIVE MARKET
MAKING TRANSACTIONS IN THE COMMON STOCK ON THE NASDAQ NATIONAL MARKET IN
ACCORDANCE WITH RULE 10B-6A UNDER THE SECURITIES EXCHANGE ACT OF 1934. SEE
"UNDERWRITING."
<PAGE>
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the more detailed
information and Consolidated Financial Statements and Notes thereto appearing
elsewhere in this Prospectus or incorporated by reference herein. Unless
otherwise indicated, all share and per share data and related information in
this Prospectus have been adjusted to reflect a three-for-two split of the
Common Stock effected on February 10, 1995 as a 50% stock dividend distributed
to all shareholders of record as of January 20, 1995. Unless otherwise
indicated, the information in this Prospectus assumes that the Underwriters'
over-allotment option will not be exercised.
THE COMPANY
Altron Incorporated ("Altron" or the "Company") is a leading contract
manufacturer of interconnect products used in advanced electronic equipment.
The Company manufactures complex products in the mid-volume sector of the
electronic interconnect industry. Altron's products generally require greater
engineering and manufacturing expertise than mass-produced, less complex
products. The Company manufactures custom-designed backplanes, surface mount
assemblies and total systems, as well as multilayer, high density printed
circuit boards. Altron works closely with its customers from the early stages
of product design and development. The Company provides original design,
engineering prototype, preproduction and volume production capabilities.
Altron is benefitting from the trend by original equipment manufacturers
("OEMs") to outsource their manufacturing and concentrate their resources on
research, development, sales and marketing. The Company believes that the trend
towards increased reliance by OEMs on independent manufacturers reflects the
OEMs' recognition that, for complex electronic interconnect products,
independent manufacturers can provide greater specialization, expertise,
responsiveness and flexibility and can offer shorter delivery cycles than can
be achieved by internal production.
Altron's strategy is to continue to use its well established multilayer, high
density printed circuit board manufacturing and engineering capabilities to
further expand into the rapidly growing contract manufacturing business,
providing products and services including backplanes, surface mount assemblies,
power supplies and total systems. Key elements of this strategy include
providing its customers with the highest levels of quality, superior service
and leading-edge technology. In fiscal 1994, approximately 61% of Altron's net
sales were attributable to value added contract manufacturing, with the
remaining 39% of net sales attributable to printed circuit board manufacturing.
Value added contract manufacturing sales for the first quarter of 1995 were 73%
of net sales, and printed circuit board manufacturing sales were 27% of net
sales.
Altron believes its capabilities both in manufacturing multilayer, high
density printed circuit boards and in providing value added contract
manufacturing services position the Company to serve high growth OEMs in the
rapidly changing electronics markets. Altron's OEM customers include a
diversified base of manufacturers in the telecommunications, data
communications, computer, industrial and medical systems segments of the
electronics industry, such as AT&T Corp., Cabletron Systems, Inc., Cascade
Communications Corp., Cisco Systems, Inc., Data General Corporation, EMC
Corporation, General Datacomm Industries, Inc., General Electric Company,
Hewlett-Packard Company, Motorola, Inc., Pyramid Technology Corporation,
Siemens Rolm Communications, Inc., Silicon Graphics, Inc., and Stratacom, Inc.
The Company markets its products and services through its marketing and
customer service organization of 39 employees, and through 17 independent sales
representative organizations located in the major electronics market areas in
the United States. Altron operates three manufacturing plants totaling 285,000
square feet located in Massachusetts and Northern California, two of the major
electronics centers in the United States. The Company's two principal plants
are ISO 9002 registered.
In June 1994, Altron Systems Corporation, a wholly-owned subsidiary of
Altron, acquired substantially all of the assets of Astrio Corporation
("Astrio"), a contract manufacturer. In December 1994, Altron combined its West
Coast systems manufacturing operations with those of Astrio in a new, expanded
manufacturing facility in Fremont, California.
The Company is a Massachusetts corporation and was organized in 1970. Its
principal executive offices are located at One Jewel Drive, Wilmington,
Massachusetts 01887; its telephone number is (508) 658-5800.
3
<PAGE>
THE OFFERING
<TABLE>
<S> <C>
Common Stock Offered by the Company.......... 1,100,000 shares
Common Stock Offered by the Selling Stock-
holder...................................... 100,000 shares
Common Stock to be Outstanding after the Of-
fering(1)................................... 9,575,063
Use of Proceeds by the Company............... Working capital requirements and
other general corporate purposes.
See "Use of Proceeds."
Nasdaq National Market Symbol................ ALRN
</TABLE>
SUMMARY CONSOLIDATED FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
FISCAL YEAR
ENDED THREE MONTHS ENDED
------------------------------------------------------------ --------------------
DECEMBER 29, DECEMBER 28, JANUARY 2, JANUARY 1, DECEMBER 31, APRIL 2, APRIL 1,
1990 1991 1993 1994 1994(2) 1994 1995
------------ ------------ ---------- ---------- ------------ --------- ---------
(UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Net sales.............. $53,493 $62,086 $68,158 $83,406 $104,202 $23,007 $32,662
Gross profit........... 7,652 8,662 9,587 16,386 23,041 5,100 7,406
Income from operations. 2,145 2,230 2,561 9,078 14,396 3,145 4,813
Net income............. 1,280 1,075 1,238 5,160 8,450 1,825 2,920
Net income per common
and common equivalent
share................. $ 0.17 $ 0.14 $ 0.16 $ 0.63 $ 0.98 $ .21 $ .33
Weighted average common
and common equivalent
shares outstanding.... 7,542 7,559 7,770 8,247 8,653 8,565 8,922
</TABLE>
<TABLE>
<CAPTION>
APRIL 1, 1995
--------------------------
ACTUAL AS ADJUSTED(3)
----------- --------------
(UNAUDITED)
<S> <C> <C>
BALANCE SHEET DATA:
Working capital.................................... $27,675 $44,531
Total assets....................................... 77,041 93,897
Long-term debt..................................... 8,455 8,455
Stockholders' investment........................... 43,365 60,221
</TABLE>
- --------
(1) Based on the number of shares outstanding on May 9, 1995. Does not include
an aggregate of 1,100,025 shares issuable upon exercise of options
outstanding on May 9, 1995.
(2) Reflects the June 9, 1994 acquisition of Astrio, a manufacturer of complex
surface mount assemblies, for $4,685,000, including $3,000,000 in cash and
167,108 shares of Common Stock. In connection with the Astrio acquisition,
the Company also assumed $1,565,000 in liabilities and incurred $64,000 in
acquisition costs. See Note 2 of Notes to Consolidated Financial
Statements.
(3) Adjusted to reflect the sale of the 1,100,000 shares of Common Stock
offered by the Company hereby, assuming an initial public offering price of
$16.50 per share (the last reported sales price of the Common Stock on May
10, 1995) and after deduction of the underwriting discounts and commission,
estimated offering expenses payable by the Company and the application of
the estimated net proceeds therefrom. See "Use of Proceeds" and
"Capitalization."
References in this Prospectus to fiscal years are to the Company's fiscal years
which end on the Saturday closest to December 31. Operations for fiscal 1992
include 53 weeks, while all other years presented include 52 weeks.
4
<PAGE>
RISK FACTORS
An investment in the shares of Common Stock offered hereby involves a high
degree of risk. Investors should carefully consider the following risk factors
as well as other information set forth in this Prospectus.
DEPENDENCE ON ELECTRONICS INDUSTRY. Altron's customers are manufacturers in
the telecommunications, data communications, computer, industrial and medical
systems segments of the electronics industry. These industry segments, as well
as the electronics industry as a whole, are subject to rapid technological
change and product obsolescence. Discontinuance or modification of products
containing components manufactured by Altron could adversely affect the
Company's results of operations. The electronics industry is also subject to
economic cycles and has experienced and is likely in the future to experience
downturns. A downturn in the electronics industry could have a material adverse
effect on Altron's business, financial condition and results of operations. See
"Business--Customers and Markets."
VARIABILITY OF CUSTOMER REQUIREMENTS; NATURE OF CUSTOMER COMMITMENTS ON
ORDERS. The level and timing of orders placed by the Company's OEM customers
vary due to customer attempts to manage inventory, changes in the OEMs'
manufacturing strategy and variation in demand for customer products. The
Company typically does not obtain long-term purchase orders or commitments but
instead works with its customers to anticipate the future volume of orders.
Based on such anticipated future volumes, the Company makes commitments
regarding the levels of business that it will seek and accept, the timing of
production schedules and the levels and utilization of personnel and other
resources. A variety of conditions, both specific to the individual customer
and generally affecting the customer's industry, may cause customers to cancel,
reduce or delay orders that were either previously made or anticipated.
Generally, customers may cancel, reduce or delay purchase orders and
commitments without penalty, except for payment for work and materials expended
through the cancellation date. Significant or numerous cancellations,
reductions, or delays in orders by a customer or group of customers could
adversely affect the Company's results of operations. See "Business--Customers
and Markets."
FLUCTUATIONS IN OPERATING RESULTS. The Company's results of operations have
varied and may continue to fluctuate significantly from period to period,
including on a quarterly basis. Operating results are affected by a number of
factors, including timing of orders from and shipment to major customers, the
volume of orders as related to the Company's capacity, timing of expenditures
in anticipation of future sales, economic conditions in the electronics
industry and the mix of products. Operating results can also be significantly
influenced by the development and introduction of new products by the Company's
customers.
The Company's customers generally require short delivery cycles, and a
substantial portion of the Company's backlog is typically scheduled for
delivery within 120 days. Quarterly sales and operating results therefore
depend in part on the volume and timing of bookings received during the
quarter. Backlog fluctuations affect the Company's ability to plan production
and inventory levels, which could lead to fluctuations in operating results. A
significant portion of the Company's operating expenses are relatively fixed in
nature and planned expenditures are based in part on anticipated orders. Any
inability to adjust spending quickly enough to compensate for any revenue
shortfall may magnify the adverse impact of any such revenue shortfall on the
Company's results of operations. Results of operations in any period should not
be considered indicative of the results for any future period, and fluctuations
in operating results may also result in fluctuations in the price of the
Company's Common Stock. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations."
TECHNOLOGICAL CHANGE AND PROCESS DEVELOPMENT. The market for the Company's
manufacturing services is characterized by rapidly changing technology and
continuing process development. The future success of the Company's business
will depend in large part upon its ability to maintain and enhance its
technological capabilities, develop and market manufacturing services which
meet changing customer needs and successfully anticipate or respond to
technological changes in manufacturing processes on a cost-effective and timely
basis. Although management believes that the Company's operations utilize the
assembly and
5
<PAGE>
testing technologies and equipment currently required by the Company's
customers, there can be no assurance that the Company's process development
efforts will be successful or that the emergence of new technologies, industry
standards or customer requirements will not render the Company's technology,
equipment or processes obsolete or uncompetitive. In addition, to the extent
that the Company determines that new assembly and testing technologies and
equipment are required to remain competitive, the acquisition and
implementation of such technologies and equipment are likely to continue to
require significant capital investment by the Company. There can be no
assurance that this capital will be available in the future. See "Business--
Electronic Interconnect Industry Overview," "--Business Strategy" and "--
Manufacturing Capabilities and Services."
COMPETITION. The electronic interconnect industry, which includes contract
manufacturing, is highly fragmented and is characterized by intense
competition. Altron competes in the technologically advanced segment of the
electronic interconnect industry, which is also highly competitive but is less
fragmented than the industry as a whole. The Company competes against numerous
domestic electronic interconnect product manufacturers. In addition, current
and prospective customers continually evaluate the merits of manufacturing
products internally and will from time to time offer manufacturing services to
third parties in order to utilize excess capacity. Certain of the Company's
competitors have substantially greater manufacturing, financial and marketing
resources than the Company. The Company may be operating at a cost disadvantage
compared to manufacturers who have greater direct buying power with component
suppliers or who have lower cost structures. During downturns in the
electronics industry, OEMs may become more price sensitive.
The Company believes that the principal competitive factors in the electronic
interconnect industry are quality, service, technology, manufacturing
capability, regional access, price, reliability, timeliness and flexibility.
There can be no assurance that competition from existing or potential
competitors will not have a material adverse effect on the Company's results of
operations.
The introduction of lower priced competitive products or significant price
reductions by the Company's competitors could result in price reductions that
would adversely affect the Company's results of operations, as would the
introduction of new technologies which would render the Company's existing
electronic interconnect technology less competitive or obsolete.
CUSTOMER CONCENTRATION. For the year ended December 31, 1994 and the quarter
ended April 1, 1995, one of the Company's customers, Motorola, Inc., accounted
for approximately 13% and 17%, respectively of the Company's revenues. In
addition, in the aggregate the Company's twelve largest customers accounted for
approximately 57% and 67%, respectively, of the Company's revenues for such
periods. The loss of, or a significant curtailment of purchases by, any one or
more of these customers would have a material adverse effect on the Company's
results of operations. The Company anticipates that a significant portion of
its sales will continue to be concentrated in a small number of customers. See
"Business--Customers and Markets."
MANAGEMENT OF GROWTH. Altron has grown rapidly in recent years, including its
rapid expansion into the value added contract manufacturing business. A
continuing period of rapid growth, including geographic expansion, could place
a significant strain on the Company's management, operations and other
resources. The Company's ability to manage its growth will require it to
continue to invest in its operations, including its financial and management
information systems, and to retain, motivate and effectively manage its
employees. If the Company's management is unable to manage growth effectively,
the quality of the Company's services and products, its ability to retain key
personnel and its results of operations could be materially and adversely
affected. See "Business--Employees" and "Management."
DEPENDENCE ON KEY PERSONNEL. The Company is highly dependent on its executive
officers and certain other key personnel, many of whom could be difficult to
replace. If the Company were to lose the services of certain of these people,
the Company's operating results could be adversely affected. In addition,
continued
6
<PAGE>
growth and expansion of the Company's value added contract manufacturing
business and development of the Company will require that, despite significant
competition, it attract, motivate, and retain additional skilled and
experienced personnel. There can be no assurance that the Company will be able
to attract, motivate and retain personnel with the skills and experience needed
to successfully manage the Company's business and operations. See "Business--
Employees" and "Management."
AVAILABILITY OF COMPONENTS. Electronic components used by Altron in producing
backplanes, surface mount assemblies and total systems are purchased by Altron
and, in certain circumstances, Altron may be required to bear the risk of
component price fluctuations. In addition, shortages of certain types of
electronic components have occurred in the past and may occur in the future.
Component shortages or price fluctuations could have an adverse effect on the
Company's backplane, surface mount assembly and total systems business, thereby
adversely affecting the Company's results of operations. To date, component
price fluctuations or shortages have not materially affected the Company. To
the extent that the Company's backplane, surface mount assembly and total
systems business expands as a percentage of the Company's net sales, component
shortages and price fluctuations would adversely affect the Company's results
of operations to a greater extent. A component for a major OEM contract is
obtained from a single source. An interruption or loss of this component supply
could have a material adverse effect on the Company's business and results of
operations. See "Business--Manufacturing Capabilities and Services--Materials
Procurement and Handling."
ENVIRONMENTAL COMPLIANCE. Proper disposal of the metals and chemicals used in
the manufacturing process is a major consideration for interconnect product
manufacturers. Although the Company believes that its facilities are currently
in substantial compliance with applicable environmental laws, and although the
Company monitors its operations to avoid violations arising from human error or
equipment failures, there can be no assurance that violations will not occur.
In the event of a future violation of environmental laws, the Company could be
held liable for damages and for the costs of remedial actions and could also be
subject to revocation of its effluent discharge permits. Any such revocation
could require the Company to cease or limit production at its principal
facility, thereby having an adverse impact on the Company's operations. Altron
is also subject to environmental laws relating to the storage, use and disposal
of chemicals, solid waste and other hazardous materials, as well as air quality
regulations. Environmental laws could become more stringent over time, imposing
greater compliance costs and increasing risks and penalties associated with a
violation. See "Business--Environmental Quality."
POSSIBLE VOLATILITY OF STOCK PRICE. The price of the Company's Common Stock
historically has experienced significant volatility due to fluctuations in
revenue and earnings and other factors relating to the Company's operations, as
well as the market's changing expectations for the Company's growth, overall
equity market conditions and other factors unrelated to the Company's
operations. Such fluctuations are expected to continue. In addition, stock
markets have experienced extreme price volatility in recent years, which has
had a substantial effect on the market price for securities issued by many
technology companies, often for reasons unrelated to the operating performance
of the specific companies. These broad market fluctuations may adversely affect
the price of the Company's Common Stock. See "Price Range of Common Stock."
CONTROL BY FOUNDER'S FAMILY. After giving effect to the sale of the shares of
Common Stock offered hereby, Samuel Altschuler, members of his immediate family
in various capacities and certain trusts for the benefit of Mr. Altschuler and
members of his immediate family will own approximately 13.1% of the issued and
outstanding Common Stock of the Company (12.8% assuming the Underwriters' over-
allotment option is exercised in full), and will have the ability to exert
significant influence over the Company's corporate governance and over the
composition of the Company's Board of Directors. See "Principal and Selling
Stockholders."
EFFECT OF CERTAIN CHARTER PROVISIONS, ANTI-TAKEOVER EFFECTS OF CHARTER,
BYLAWS AND MASSACHUSETTS LAW. The Board of Directors has the authority to issue
up to 1,000,000 shares of Preferred Stock and to determine the price, rights,
preferences, privileges and restrictions, including voting rights, of those
shares
7
<PAGE>
without any further vote or action by the shareholders. The rights of the
holders of the Common Stock will be subject to, and may be adversely affected
by, the rights of the holders of any Preferred Stock that may be issued in the
future. The issuance of Preferred Stock, while providing desirable flexibility
in connection with possible acquisitions and other corporate purposes, could
have the effect of making it more difficult for a third party to acquire a
majority of the outstanding voting stock of the Company. The Company has no
present plans to issue shares of Preferred Stock. Further, certain provisions
of Massachusetts law could make more difficult a merger, tender offer or proxy
contest involving the Company. See "Description of Capital Stock."
8
<PAGE>
USE OF PROCEEDS
The net proceeds to the Company from the sale of the 1,100,000 shares of
Common Stock offered by the Company hereby are estimated to be $16,856,000 (or
approximately $19,656,000 assuming the Underwriters' over-allotment option is
exercised in full), at an assumed initial public offering price of $16.50 per
share (the last reported sales price of the Common Stock on May 10, 1995) and
after deducting the underwriting discounts and commissions and estimated
offering expenses payable by the Company. The Company expects to use the net
proceeds of this offering for working capital requirements and other general
corporate purposes. The Company may use a portion of the net proceeds of this
offering to acquire businesses, products or technologies complimentary to the
Company's business. Although Altron has from time to time engaged in
discussions with respect to possible acquisitions, it has no present
understandings, commitments or agreements, nor is it engaged in any discussions
or negotiations, with respect to any such transaction. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations--
Liquidity and Capital Resources."
The Company will not receive any proceeds from the sale of the shares of
Common Stock by the Selling Stockholder. See "Principal and Selling
Stockholders."
PRICE RANGE OF COMMON STOCK
The Common Stock is included for quotation in the Nasdaq National Market
under the symbol "ALRN." The following table sets forth for the periods
indicated the high and low sales prices per share of the Common Stock as
reported by the Nasdaq National Market:
<TABLE>
<CAPTION>
HIGH LOW
------- -------
<S> <C> <C>
Fiscal 1995
Second Quarter (through May 10, 1995)..................... $16 1/2 $13 1/2
First Quarter............................................. 16 7/8 13 1/2
Fiscal 1994
Fourth Quarter............................................ $16 3/8 $12 3/8
Third Quarter............................................. 13 1/2 9 3/8
Second Quarter............................................ 12 8
First Quarter............................................. 11 7/8 8 1/4
Fiscal 1993
Fourth Quarter............................................ $15 1/4 $ 7
Third Quarter............................................. 16 3/8 7
Second Quarter............................................ 8 1/4 3 3/8
First Quarter............................................. 3 3/4 2 3/4
</TABLE>
On May 10, 1995, the last reported sales price of the Common Stock as
reported by the Nasdaq National Market was $16.50 per share. As of May 9, 1995,
the approximate number of record holders of the Common Stock was 347 and the
Company believes that the number of beneficial holders was approximately 4,500,
based on information supplied by the Company's Transfer Agent.
DIVIDEND POLICY
The Company has never declared or paid cash dividends on shares of its Common
Stock and does not expect to declare or pay cash dividends on its Common Stock
in the foreseeable future. The Company intends to retain all of its available
funds for the operation and expansion of its business. Any future declaration
and payment of dividends will be subject to the discretion of the Board of
Directors, will be subject to applicable law and will depend upon the Company's
results of operations, earnings, financial condition, contractual limitations,
cash requirements, future prospects and other factors deemed relevant by the
Company's Board of Directors.
9
<PAGE>
CAPITALIZATION
The following table sets forth the capitalization of the Company at April 1,
1995, and as adjusted to give effect to the sale of 1,100,000 shares of Common
Stock offered by the Company hereby at an assumed initial public offering price
of $16.50 per share (the last reported sales price of the Common Stock on May
10, 1995) and after deducting the underwriting discounts and commissions and
estimated offering expenses payable by the Company. See "Use of Proceeds." This
table should be read in conjunction with the Company's Consolidated Financial
Statements and related Notes appearing elsewhere in this Prospectus.
<TABLE>
<CAPTION>
APRIL 1, 1995
-----------------------
ACTUAL AS ADJUSTED
----------- -----------
(UNAUDITED)
(IN THOUSANDS)
<S> <C> <C>
Long-term debt, net of current portion................. $ 8,455 $ 8,455
------- -------
Stockholders' investment:
Preferred stock, $1.00 par value--
Authorized--1,000,000 shares
Issued and outstanding--none........................ - -
Common stock, $.05 par value--
Authorized--30,000,000 shares
Issued--8,610,042 and 9,710,042 shares as
adjusted(1)......................................... 431 486
Paid-in capital...................................... 10,726 27,527
Retained earnings.................................... 32,485 32,485
Treasury stock, at cost, 157,054 shares.............. (277) (277)
------- -------
Total stockholders' investment..................... 43,365 60,221
------- -------
Total capitalization.............................. $51,820 $68,676
======= =======
</TABLE>
- --------
(1) Common Stock issued, as adjusted, excludes an aggregate of 1,101,825 shares
of Common Stock that were reserved as of April 1, 1995 for issuance upon
exercise of outstanding options.
10
<PAGE>
SELECTED CONSOLIDATED FINANCIAL DATA
The income statement data for each of the years in the three-year period
ended December 31, 1994 and balance sheet data as of January 1, 1994 and
December 31, 1994 are derived from the audited Consolidated Financial
Statements included elsewhere in this Prospectus. The income statement data for
each of the years in the two-year period ended December 28, 1991 and the
balance sheet data as of December 29, 1990, December 28, 1991, and January 2,
1993, are derived from audited Consolidated Financial Statements not included
in this Prospectus. The data for the three months ended April 2, 1994 and April
1, 1995 have been derived from the unaudited consolidated financial statements
also appearing herein. In the opinion of management, this data has been
prepared on the same basis as the audited financial statements contained in
this Prospectus and includes all adjustments (consisting only of normal
recurring adjustments) which management considers necessary for a fair
presentation of the results for such periods. Such quarterly results are not
necessarily indicative of the results of operations for the full year period.
The information set forth below should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," the Consolidated Financial Statements, related Notes and other
financial information included elsewhere in this Prospectus and incorporated by
reference herein.
<TABLE>
<CAPTION>
FISCAL YEAR ENDED THREE MONTHS ENDED
------------------------------------------------------------ --------------------
DECEMBER 29, DECEMBER 28, JANUARY 2, JANUARY 1, DECEMBER 31, APRIL 2, APRIL 1,
1990 1991 1993 1994 1994 1994 1995
------------ ------------ ---------- ---------- ------------ --------- ---------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Net sales.............. $53,493 $62,086 $68,158 $83,406 $104,202 $23,007 $32,662
Cost of sales.......... 45,841 53,424 58,571 67,020 81,161 17,907 25,256
------- ------- ------- ------- -------- --------- ---------
Gross profit........... 7,652 8,662 9,587 16,386 23,041 5,100 7,406
Selling, general and
administrative
expenses.............. 5,507 6,432 7,026 7,308 8,645 1,955 2,593
------- ------- ------- ------- -------- --------- ---------
Income from operations. 2,145 2,230 2,561 9,078 14,396 3,145 4,813
Other income........... 264 65 108 109 261 56 168
Interest expense....... 466 502 613 582 574 161 116
------- ------- ------- ------- -------- --------- ---------
Income before provision
for income taxes...... 1,943 1,793 2,056 8,605 14,083 3,040 4,865
Provision for income
taxes................. 663 718 818 3,445 5,633 1,215 1,945
------- ------- ------- ------- -------- --------- ---------
Net income............. $ 1,280 $ 1,075 $ 1,238 $ 5,160 $ 8,450 $ 1,825 $ 2,920
======= ======= ======= ======= ======== ========= =========
Net income per common
and common equivalent
share................. $ 0.17 $ 0.14 $ 0.16 $ 0.63 $ 0.98 $ 0.21 $ 0.33
======= ======= ======= ======= ======== ========= =========
Weighted average common
and common equivalent
shares outstanding.... 7,542 7,559 7,770 8,247 8,653 8,565 8,922
======= ======= ======= ======= ======== ========= =========
</TABLE>
<TABLE>
<CAPTION>
DECEMBER 29, DECEMBER 28, JANUARY 2, JANUARY 1, DECEMBER 31, APRIL 1,
1990 1991 1993 1994 1994 1995
------------ ------------ ---------- ---------- ------------ --------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Working capital........ $10,090 $ 9,817 $13,346 $21,522 $24,542 $27,675
Total assets........... 36,815 38,028 40,461 52,553 68,522 77,041
Long-term debt......... 5,329 5,151 7,165 9,405 8,646 8,455
Stockholders'
investment............ 19,291 20,411 21,810 29,452 40,381 43,365
</TABLE>
11
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the Selected
Consolidated Financial Data and the Consolidated Financial Statements and Notes
thereto contained elsewhere herein.
Printed circuit boards manufactured by the Company and used in its assembly
operations are included in value added contract manufacturing sales. Printed
circuit board sales represent sales to third parties.
On June 9, 1994 Altron Systems Corporation, a wholly-owned subsidiary of
Altron, acquired Astrio, a manufacturer of complex surface mount assemblies,
for $4,685,000, including $3,000,000 in cash and 167,108 shares of Common Stock
(the "Astrio Acquisition").
The following table sets forth for the periods indicated the percentage of
net sales represented by each line item in the Company's statements of income:
<TABLE>
<CAPTION>
FISCAL YEAR ENDED THREE MONTHS ENDED
---------------------------------- ----------------------
JANUARY 2, JANUARY 1, DECEMBER 31, APRIL 2, APRIL 1,
1993 1994 1994 1994 1995
---------- ---------- ------------ --------- ---------
<S> <C> <C> <C> <C> <C>
Net sales............... 100.0% 100.0% 100.0% 100.0% 100.0%
Cost of sales........... 85.9 80.4 77.9 77.8 77.3
----- ----- ----- --------- ---------
Gross profit............ 14.1 19.6 22.1 22.2 22.7
Selling, general and
administrative
expenses............... 10.3 8.8 8.3 8.5 7.9
----- ----- ----- --------- ---------
Income from operations.. 3.8 10.8 13.8 13.7 14.8
Other income............ 0.1 0.1 0.2 0.2 0.5
Interest expense........ 0.9 0.6 0.5 0.7 0.4
----- ----- ----- --------- ---------
Income before provision
for income taxes....... 3.0 10.3 13.5 13.2 14.9
Provision for income
taxes.................. 1.2 4.1 5.4 5.3 6.0
----- ----- ----- --------- ---------
Net income.............. 1.8% 6.2% 8.1% 7.9% 8.9%
===== ===== ===== ========= =========
</TABLE>
RESULTS OF OPERATIONS
THREE MONTHS ENDED APRIL 1, 1995 COMPARED TO THREE MONTHS ENDED APRIL 2, 1994
Net sales for the first quarter of 1995 increased 42% to $32.7 million from
net sales of $23.0 million for the same quarter of 1994. The increase was
primarily the result of increased shipments to the Company's major customers in
the communications and computer segments of the electronics industry. The
Company's largest customer in each of the first quarters of 1995 and 1994 was
Motorola, Inc., which accounted for 17% and 14% of net sales, respectively.
Value added contract manufacturing sales for the first quarter of 1995
increased 77% to $23.9 million or approximately 73% of net sales, compared to
$13.5 million or 59% of net sales in the first quarter of 1994. Of the $10.4
million increase in value added contract manufacturing sales, $5.2 million is
attributable to Altron Systems Corporation. Printed circuit board sales for the
first quarter of 1995 were $8.8 million or approximately 27% of net sales,
compared to $9.5 million or 41% of net sales in the first quarter of 1994.
Gross profit for the first quarter of 1995 increased 45% to $7.4 million from
$5.1 million in 1994. Gross margin as a percentage of net sales for 1995
increased to 22.7% as compared to 22.2% in 1994. The improvement in the
Company's gross margin resulted primarily from better absorption of fixed costs
due to the higher volume of shipments and was also due to increased
manufacturing efficiencies resulting from productivity and product yield
improvements.
12
<PAGE>
Selling, general and administrative expenses increased to $2.6 million in the
first quarter of 1995 from $2.0 million for the same period a year ago. The
increase was due primarily to the added selling, general and administrative
expenses attributable to Altron Systems Corporation. Selling, general and
administrative expenses as a percentage of net sales decreased to 7.9% in the
first quarter of 1995 from 8.5% for the same quarter of 1994. The decline in
selling, general and administrative expenses as a percentage of net sales was
principally the result of higher net sales.
Other income increased $112,000 in the first quarter of 1995 as compared to
the first quarter of 1994. This increase was principally due to increased
interest income which resulted from higher rates of return earned on
investments and higher cash balances available for investment. Interest expense
was $45,000 lower in the first quarter of 1995 than 1994 as a result of reduced
outstanding borrowings and higher capitalized interest.
FISCAL 1994 COMPARED TO FISCAL 1993
Net sales for 1994 increased 25% to $104.2 million from net sales of $83.4
million for 1993. The increase was primarily the result of increased shipments
to the Company's largest customers in the data communications,
telecommunications and computer segments of the electronics industry, as well
as shipments to new customers in these industries. Improvement in general
economic conditions in the electronics industry has resulted in overall growth
for the Company's major customers in these industries. Data communications and
telecommunications customers accounted for approximately 54% of net sales in
each of 1994 and 1993. The Company's largest customer in each of 1994 and 1993
was Motorola, Inc., which accounted for approximately 13% of net sales in each
year.
Value added contract manufacturing sales for 1994 increased 37% to $63.1
million or approximately 61% of net sales, compared to 1993 value added
contract manufacturing sales of $46.1 million or 55% of net sales. Of the $17.0
million increase, $5.9 million is attributable to the Astrio Acquisition.
Printed circuit board sales for 1994 increased 10% to $41.1 million or
approximately 39% of net sales, compared to 1993 printed circuit board sales of
$37.3 million or 45% of net sales. Although the printed circuit board business
will continue to be an important part of the Company's operations, management
believes that printed circuit board sales growth will not keep pace with the
sales growth anticipated in the value added contract manufacturing business for
the foreseeable future.
Gross profit for 1994 increased 41% to $23.0 million from $16.4 million in
1993. Gross margin as a percentage of net sales for 1994 increased to 22.1% as
compared to 19.6% in 1993. The improvement in the Company's gross margin was
primarily a result of better absorption of fixed costs due to higher shipment
levels, and was also due to manufacturing efficiencies gained through
productivity and product yield improvements resulting from additional automated
manufacturing systems and processes. Although there can be no assurance that
the Company can maintain its current gross margin, management expects to focus
on market niches and product mix where there is less competitive pricing
pressure and to continue to improve productivity, yields and utilization.
Selling, general and administrative expenses increased 18% to $8.6 million in
1994 from $7.3 million in 1993. Selling, general and administrative expenses as
a percentage of net sales decreased to 8.3% in 1994 from 8.8% in 1993. The
increase of $1.3 million in 1994 over 1993 was primarily due to added selling,
general and administrative expenses attributable to the Astrio operations since
the acquisition. The decline in selling, general and administrative expenses as
a percentage of net sales was principally the result of higher net sales
combined with management's ability to control expenses.
Other income for 1994 increased $152,000 to $261,000 from other income of
$109,000 in 1993. This increase was principally due to increased interest
income which resulted from higher rates of return earned on investments and
higher cash balances available for investment. Interest expense for 1994
decreased to $574,000 from $582,000 in 1993. This decrease resulted from a
reduced mortgage interest rate which was partially offset by higher term loan
borrowings.
The Company's effective tax rate in 1994 and 1993 reflects a provision of 40%
of pretax income.
13
<PAGE>
FISCAL 1993 COMPARED TO FISCAL 1992
Net sales for 1993 increased 22% to $83.4 million from net sales of $68.2
million in 1992. This increase was primarily the result of a higher volume of
shipments to existing customers and shipments to major new customers in the
data communications and telecommunications segments of the electronics
industry. Value added contract manufacturing sales for 1993 increased 21% to
$46.1 million or 55% of net sales, compared to 1992 value added contract
manufacturing sales of $38.1 million or 56% of net sales. Printed circuit board
sales for 1993 increased 24% to $37.3 million or 45% of net sales, compared to
1992 printed circuit board sales of $30.1 million or 44% of net sales. During
1993, the Company continued to experience pricing pressures from excess
capacity in the industry.
Gross profit for 1993 increased 71% to $16.4 million from $9.6 million in
1992. Gross margin as a percentage of net sales for 1993 increased to 19.6% as
compared to 14.1% in 1992. The improvement in the Company's gross margin was
due to a higher volume of shipments, product mix, recovery of fixed costs over
higher volume and improvements in operating efficiencies resulting primarily
from productivity and yield improvements. These increases more than offset the
lower pricing which resulted from excess capacity in the industry.
Selling, general and administrative expenses increased 4% to $7.3 million in
1993 from $7.0 million in 1992. Selling, general and administrative expenses as
a percentage of net sales decreased to 8.8% in 1993 from 10.3% in 1992. The
increase of $282,000 in 1993 over 1992 was due primarily to higher sales
commission costs on increased commissionable sales made by independent sales
representatives. The improvement in selling, general and administrative
expenses as a percentage of net sales was principally the result of higher net
sales.
Other income for 1993 was $109,000 as compared to $108,000 for 1992. Interest
expense for 1993 decreased to $582,000 from $613,000 in 1992. This decrease
resulted from a reduced mortgage interest rate, lower borrowings under the line
of credit and higher interest capitalized, which were partially offset by
higher term loan borrowings.
The Company's effective tax rate in 1993 and 1992 reflects a provision of 40%
of pretax income.
14
<PAGE>
QUARTERLY OPERATING RESULTS AND SEASONALITY
The following table presents unaudited quarterly operating results for the
Company for the four quarters of fiscal 1994 and for the three months ended
April 1, 1995. In the opinion of management, this information has been prepared
on the same basis as the audited financial statements contained in this
Prospectus and includes all adjustments (consisting only of normal recurring
adjustments) which management considers necessary for a fair presentation of
the results for such periods. Such quarterly results are not necessarily
indicative of the results of operations for the full year. See "Risk Factors--
Fluctuations In Operating Results."
<TABLE>
<CAPTION>
QUARTER ENDED
-------------------------------------------------
APRIL 2, JULY 2, OCTOBER 1, DECEMBER 31, APRIL 1,
1994 1994 1994 1994 1995
-------- ------- ---------- ------------ --------
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
Net sales.................... $23,007 $25,372 $26,682 $29,141 $32,662
Cost of sales................ 17,907 19,702 20,883 22,669 25,256
------- ------- ------- ------- -------
Gross profit................. 5,100 5,670 5,799 6,472 7,406
Selling, general and adminis-
trative expenses............ 1,955 2,130 2,200 2,360 2,593
------- ------- ------- ------- -------
Income from operations....... 3,145 3,540 3,599 4,112 4,813
Other income................. 56 39 25 141 168
Interest expense............. 161 130 116 167 116
------- ------- ------- ------- -------
Income before provision for
income taxes................ 3,040 3,449 3,508 4,086 4,865
Provision for income taxes... 1,215 1,379 1,401 1,638 1,945
------- ------- ------- ------- -------
Net income................... $ 1,825 $ 2,070 $ 2,107 $ 2,448 $ 2,920
======= ======= ======= ======= =======
Net income per common and
common equivalent share..... $ 0.21 $ 0.24 $ 0.24 $ 0.28 $ 0.33
======= ======= ======= ======= =======
Weighted average common and
common equivalent shares
outstanding................. 8,565 8,631 8,776 8,876 8,922
======= ======= ======= ======= =======
</TABLE>
LIQUIDITY AND CAPITAL RESOURCES
During the first quarter of 1995 and the year 1994 the Company funded its
growth primarily from cash generated from operations. These funds were
sufficient to meet increased working capital needs and capital expenditures of
approximately $2.3 million in the first quarter of 1995 and $7.0 million in
1994. In addition, in 1994 the Company funded the Astrio Acquisition which
utilized $3.0 million in cash.
At April 1, 1995, the Company had working capital of $27.7 million compared
to working capital of $24.5 million at December 31, 1994. Cash and cash
equivalents and short term investments at April 1, 1995 were $11.2 million
compared to $10.3 million at December 31, 1994.
At April 1, 1995 and December 31, 1994, the Company had a $5.0 million
unsecured line of credit with its bank, all of which was available.
On February 10, 1995, the Board of Directors adopted a resolution to increase
the authorized shares of Common Stock outstanding from 10,000,000 shares to
30,000,000 shares with a par value of $.05 per share. The stockholders approved
the increase at a special meeting held on March 31, 1995.
The Company believes that its existing bank credit and working capital,
together with cash generated from operations and the net proceeds of this
offering, will be sufficient to satisfy anticipated sales growth and investment
in manufacturing facilities and equipment through 1996. The Company had
commitments for approximately $0.7 million of capital expenditures as of April
1, 1995 and $1.5 million at December 31, 1994. Management anticipates that
capital expenditures in 1995 will approximate 1994 capital expenditures.
15
<PAGE>
BUSINESS
Altron is a leading contract manufacturer of interconnect products used in
advanced electronic equipment. The Company manufactures complex products in the
mid-volume sector of the electronic interconnect industry. Altron's products
generally require greater engineering and manufacturing expertise than mass-
produced, less complex products. The Company manufactures custom-designed
backplanes, surface mount assemblies and total systems, as well as multilayer,
high density printed circuit boards. Altron works closely with its customers
from the early stages of product design and development. The Company provides
original design, engineering prototype, preproduction and volume production
capabilities.
Altron believes its capabilities both in manufacturing multilayer, high
density printed circuit boards and in providing value added contract
manufacturing services advantageously position the Company to serve high growth
OEMs in the rapidly changing electronics markets. Altron's OEM customers
include a diversified base of manufacturers in the telecommunications, data
communications, computer, industrial and medical systems segments of the
electronics industry, such as AT&T Corp., Cabletron Systems, Inc., Cascade
Communications Corp., Cisco Systems, Inc., Data General Corporation, EMC
Corporation, General Datacomm Industries, Inc., General Electric Company,
Hewlett-Packard Company, Motorola, Inc., Pyramid Technology Corporation,
Siemens Rolm Communications, Inc., Silicon Graphics, Inc., and Stratacom, Inc.
Altron's strategy is to continue to use its well established high technology
printed circuit board manufacturing and engineering capabilities to further
expand into the rapidly growing contract manufacturing business, providing
products and services including backplanes, surface mount assemblies, power
supplies and total systems. Key elements of this strategy include providing its
customers with the highest levels of quality, superior service and leading edge
technology. In fiscal 1994, approximately 61% of Altron's net sales were
attributable to value added contract manufacturing, with the remaining 39% of
net sales attributable to printed circuit board manufacturing. Value added
contract manufacturing sales for the first quarter of 1995 were 73% of net
sales, and printed circuit board manufacturing sales were 27% of net sales.
ELECTRONIC INTERCONNECT INDUSTRY OVERVIEW
Multilayer, High Density Printed Circuit Boards. According to The Institute
for Interconnecting and Packaging Electronic Circuits ("IPC"), the United
States printed circuit board market was approximately $6 billion in 1994, of
which approximately $4.9 billion was attributable to independent manufacturers
like Altron. IPC's data also shows that this market grew approximately 10% in
1994, with multilayer, high density printed circuit boards, the fastest growing
segment, accounting for approximately 62% of the 1994 market. IPC estimates
that the percentage of the printed circuit board market available to
independent printed circuit board manufacturers, such as Altron, has increased
from 66% to 82% since 1991.
Value Added Contract Manufacturing. According to IPC, the United States value
added contract manufacturing market was approximately $9.4 billion in 1994 and
is growing about 20% per year. Based on industry data, the Company believes
that OEMs are increasingly relying upon independent manufacturers of complex
electronic interconnect products, such as Altron, rather than on in-house
("captive") production. OEMs which have discontinued or curtailed domestic
captive printed circuit board or backplane production since 1990 include AT&T
Corp., Data General Corporation, Digital Equipment Corporation, General
Electric Company, GTE Corporation, Hewlett-Packard Company, Northern Telecomm
Limited, Raytheon Company, Unisys Corporation, and Xerox Corporation. Altron
believes that the current trend towards increased reliance by OEMs on
independent manufacturers reflects the OEMs' recognition that, for complex
electronic interconnect products, independent manufacturers can provide greater
specialization, expertise, responsiveness and flexibility and can offer shorter
delivery cycles than can be achieved by internal production.
16
<PAGE>
Other factors which lead OEMs to utilize contract manufacturers include:
Reduced Time-to-Market. Due to intense competitive pressures in the
electronics industry, OEMs are faced with increasingly shorter product
life-cycles and therefore have a growing need to reduce the time required
to bring a product to market. OEMs can reduce their time to market by
using a contract manufacturer's established manufacturing expertise and
infrastructure.
Reduced Capital Investment Requirements. As electronic products have
become more technologically advanced, the manufacturing process has
become increasingly sophisticated and automated, requiring a greater
level of investment in capital equipment. By using contract
manufacturers, OEMs can reduce their overall capital equipment
requirements while maintaining access to advanced manufacturing
facilities.
Focused Resources. Because the electronics industry is experiencing
greater levels of competition and rapid technological change, many OEMs
increasingly are seeking to focus their resources on activities and
technologies in which they add the greatest value. By offering
comprehensive electronic assembly and turnkey manufacturing services,
contract manufacturers allow OEMs to focus on core technologies and
activities such as product development, marketing and distribution.
Access to Leading Manufacturing Technology. Electronic interconnect
products and electronic interconnect product manufacturing technology
have become increasingly sophisticated and complex, making it difficult
for OEMs to maintain the necessary technological expertise in process
development and control. OEMs are motivated to work with a contract
manufacturer in order to gain access to the contract manufacturer's
process expertise and manufacturing know-how.
Improved Inventory Management and Purchasing Power. Electronics industry
OEMs are faced with increasing difficulties in planning, procuring and
managing their inventories efficiently due to frequent design changes,
short product life-cycles, large investments in electronic components,
component price fluctuations and the need to achieve economies of scale
in materials procurement. OEMs can reduce production costs by using a
contract manufacturer's volume procurement capabilities. By utilizing a
contract manufacturer's expertise in inventory management, OEMs can
better manage inventory costs and increase their return on assets.
BUSINESS STRATEGY
In response to the foregoing industry trends, Altron has transitioned its
business from primarily supplying printed circuit boards to producing
sophisticated value added electronic interconnect products.
Altron's business strategy encompasses several elements:
. Focus on quality. The Altron team strives to insure the highest levels of
quality control in all phases of its operations, as quality is a critical
competitive factor in the electronic interconnect market. The Company
strives for continuous improvement of its processes and has adopted a
number of quality improvement and measurement techniques to improve its
performance. Altron's two principal plants are ISO 9002 registered.
. Provide service oriented manufacturing. The Company manufactures almost
all of the printed circuit boards used in its total systems, surface
mount assemblies and custom designed backplanes in order to maintain
control over costs, quality and timely delivery of its products. This
vertical integration also allows the Company to provide a broader range
of assembly services, including prototype and high technology products.
. Maintain technology leadership. Altron seeks to deliver advanced
manufacturing and test engineering, responsive materials management, and
technologically advanced, flexible and service-oriented manufacturing for
the complex, leading-edge products of its OEM customers throughout the
full product life cycle.
17
<PAGE>
. Target high value added electronic interconnect products. Altron focuses
on leading manufacturers of advanced electronic equipment who generally
require custom-designed, more complex interconnect products and short
lead-time manufacturing services such as quick turn multilayer printed
circuit boards, backplanes and surface mount assemblies and in-house
power supply and total systems design. By focusing on such customer
needs, Altron has been able to achieve higher margins than many other
participants in the electronic interconnect industry.
. Maintain a diversified customer base. Altron services a diversified
customer base spread over a variety of growing industry segments,
including more than 100 customers in the telecommunications, data
communications, computer, industrial and medical systems segments of the
electronics industry. During fiscal 1994, in aggregate Altron's twelve
largest customers accounted for approximately 57% of the Company's net
sales.
. Pursue a "partnership" approach with customers. Altron seeks to establish
"partnerships" with its customers by involving Altron engineers and staff
in the early design stages of its customers' product development, and by
providing quick-turnaround manufacturing services and just-in-time, kanban
and dock-to-stock delivery. Through this approach, Altron seeks to forge
lasting customer relationships across a number of products and through
multiple product generations.
PRODUCTS AND SERVICES
Altron produces total systems, surface mount assemblies, custom designed
backplanes and multilayer printed circuit boards that are used in the
manufacture of sophisticated electronic equipment. For fiscal 1994, Altron's
sales of value added contract manufacturing products such as total systems,
surface mount assemblies and custom designed backplanes grew 37% and accounted
for approximately 61% of total sales. For fiscal 1994, Altron's sales of
printed circuit boards grew approximately 10% and accounted for approximately
39% of total sales. Approximately 85% of Altron's printed circuit board sales
in fiscal 1994 were sales of multilayer, high density printed circuit boards.
Total systems include printed circuit board assemblies, backplanes, card
racks, and power supplies that are enclosed in housings, which are usually
fabricated from steel or aluminum. Altron has developed a highly sophisticated
mechanical design capability to provide its customers with design services.
This capability allows Altron to establish a close partnership with its
customers and gives Altron visibility for potential future customer
requirements.
Custom designed backplanes are assemblies of stamped and plated pins, plastic
housings and other components on multilayer or two-sided printed circuit
boards. Backplanes are used in electronic systems to distribute power and
ground, and to connect printed circuit boards which plug into the backplane
with other printed circuit boards, power supplies, and other circuit elements.
They also are used to transfer information into and out of the system. As
semiconductor speeds have increased and design requirements have become more
stringent, backplane complexity has increased significantly, often requiring
the use of large multilayer printed circuit boards of six or more layers. The
Company manufactures backplanes with up to 32 layers, .300 inches thick, and 2
feet by 3 feet in size. Altron has recently added a complete fine-pitch surface
mount assembly operation to its backplane assembly capabilities, and also uses
press-fit technologies in backplane assembly.
Surface mount assembly is a largely automated advanced interconnect
technology that involves placing semiconductor components directly on the
surface of both sides of a printed circuit board. This surface mount technology
("SMT") allows the leads on integrated circuits and other electronic components
to be soldered to the surface of the backplane assembly or printed circuit
board rather than being inserted into holes, thereby accommodating a
substantially higher number of leads than can be accommodated with less
sophisticated pin-through-hole technology. More leads permit the printed
circuit board to interconnect a greater density of components, which permits a
reduction in the size of the backplane assembly or printed circuit board.
18
<PAGE>
Additionally, SMT allows components to be placed on both sides of the printed
circuit board, thereby permitting even greater density.
Multilayer printed circuit boards consist of three or more layers of a
printed circuit board laminated together and interconnected by plated-through
holes. Printed circuit boards consist of metallic interconnecting paths on a
non-conductive material, typically laminated epoxy glass. Holes drilled in the
laminate and plated through with conductive material from one surface to
another, called plated-through holes, are used to receive component leads and
to interconnect the circuit layers. Multilayer boards increase packaging
density, improve power and ground distribution, and permit the use of higher
speed circuitry. The development of electronic components with increased speed,
higher performance and smaller size has stimulated a demand for multilayer
printed circuit boards, as they provide increased reliability, density and
complexity. Since even the most sophisticated two-sided printed circuit boards
cannot meet the requirements of today's circuit designers for packaging
density, an increasing number of designs use multilayer technology.
MANUFACTURING CAPABILITIES AND SERVICES
Altron seeks to establish "partnerships" with its customers by providing high
quality, responsive, flexible manufacturing capabilities and services which
include:
Advanced Manufacturing Equipment. Altron's concentration on more complex
electronic interconnect products has necessitated a substantial capital
investment in advanced equipment and the continued introduction of new
manufacturing processes. Altron has established an engineering capability to
select and implement the latest manufacturing technology. For example, the fine
lead spacing or "pitch" in SMT requires an exacting printed circuit board
manufacturing and assembly process, and Altron has state-of-the-art surface
mount assembly operations in all three of its plants. The Company also uses
numerically controlled pin installation and high voltage electrical test
equipment in its backplane assembly manufacturing, and has developed a design
and manufacturing capability for controlled impedance multilayer printed
circuit boards and backplane assemblies. Altron's printed circuit board
manufacturing operations also require state-of-the-art equipment and processes,
and Altron has a computerized artwork generation system, numerically controlled
drillers and routers, automatic electroless deposition, dry film photo-imaging,
automatic gold plating, computerized electrical testing and automatic optical
inspection. In addition, Altron has seven SMT machines, as well as Hewlett-
Packard and GenRad Test Equipment, new Nitrogen blanket flow soldering
equipment, and two automatic axial lead assembly lines. All three of Altron's
plants are staffed with highly experienced SMT engineering and manufacturing
teams which provide cost effective, high quality, assembled printed circuit
boards, backplanes and total systems.
Value Added Contract Manufacturing. Computer integrated manufacturing ("CIM")
services provided by Altron consist of developing manufacturing processes and
tooling and test sequences for new products from product designs received from
customers. In addition, Altron's interconnect products division provides design
and engineering services in the early stages of product development, thus
assuring that both mechanical and electrical considerations are integrated into
a total system approach to achieve a producible, high quality and cost
effective product. Altron also evaluates customer designs for manufacturability
and, when appropriate, recommends design changes to reduce manufacturing costs
or lead times or to increase manufacturing yields and the quality of finished
backplane assemblies and printed circuit boards.
Quick-turnaround. Altron's quick-turnaround manufacturing capabilities allow
it to better serve the needs of its customers for quick response to their
product designs. Shorter customer product life cycles and the need to bring new
products to market quickly have created a demand for small quantities of
complex multilayer printed circuit boards delivered in relatively short periods
of time, typically from three to ten days. Sales of printed circuit boards
produced in this manner accounted for approximately 21% of the Company's
printed circuit board sales in fiscal 1994. After engineering of an
interconnect product is completed, Altron has the capability to manufacture
prototype or preproduction versions of such product on a quick-turnaround
basis. Altron expects that the demand for engineering and quick-turnaround
prototype and preproduction
19
<PAGE>
manufacturing services will increase as OEMs' products become more complex and
as product life cycles shorten. The Company's continued success depends upon
its ability to respond to the evolving needs of customers in a timely manner.
Multilayer Printed Circuit Board Manufacturing. Altron's ability to
manufacture printed circuit boards, including large, complex multilayer printed
circuit boards with close tolerance plated-through hole diameters and other
characteristics important to backplane applications, is one of the major
factors that has enabled it to become an important supplier of complex,
technologically advanced backplane assemblies and multilayer printed circuit
boards to the electronics industry. The Company began manufacturing multilayer
boards in 1979 and in fiscal 1994 multilayer sales constituted 85% of the
Company's printed circuit board revenues. Today Altron is capable of
efficiently producing commercial quantities of printed circuit boards with up
to thirty two layers and circuit track widths as narrow as four mils.
The manufacture of complex multilayer interconnect products often requires
the use of sophisticated circuit interconnections between certain layers
(called "blind or buried vias") and adherence to strict electrical
characteristics to maintain consistent circuit transmission speeds (referred to
as "controlled impedance boards"). These technologies require very tight
lamination and etching tolerances and are especially critical for printed
circuit boards with ten or more layers. The Company specializes in multilayer
boards requiring controlled impedance, and has developed the ability to
manufacture large, thick multilayer backplane boards using Cyanate Ester and
GETEK base materials for ultra high speed applications. By concentrating on the
multilayer segment of the printed circuit board market, where quality,
technology and customer service are more important than in the market for less
complex boards, the Company faces less direct competition.
The manufacture of printed circuit boards involves several steps including
dry film imaging, photoimageable soldermask processing, computer controlled
drilling and routing, automated plating and process controls and achievement of
controlled impedance. Manufacture of printed circuit boards used in backplane
assemblies requires specialized expertise and equipment because of the size of
the backplane relative to other printed circuit boards and the closer hole
diameter tolerances required for press-fit pin assembly. Multilayer
manufacturing, which involves placing multiple layers of electrical circuitry
within a single printed circuit board or backplane, expands the number of
circuits and components that can be contained on the interconnect product and
increases the operating speed of the system by reducing the distance that
electrical signals must travel. Increasing the density of the circuitry in each
layer is accomplished by reducing the width of the circuit tracks and placing
them closer together on the printed circuit board or backplane. Interconnect
products having narrow, closely spaced circuit tracks are known as "fine line"
products.
Materials Procurement and Handling. Materials procurement and handling
services provided by Altron include planning, purchasing and warehousing of
electronic components and metal housings used in interconnect products. Altron
uses a variety of materials in the manufacture of its products, including
copper clad laminates, dry film photo resists, connectors, terminals and pins.
The Company maintains more than one supply source wherever possible, however,
a component for a major OEM contract is obtained from a single source. An
interruption or loss of this component supply could have a material adverse
effect on the Company's business and results of operations.
ISO 9002 Registration. Altron's Wilmington, Massachusetts plant and its
surface mount assembly operations in its Fremont, California plant are ISO 9002
registered. The Company is currently pursuing such registration for its other
operations. ISO 9002 registration, which is based on successful implementation
of quality assurance requirements and includes continuous examination of every
aspect of the Company's business and compliance audits conducted by an
independent quality assessor, provides for worldwide acceptance of Altron's
quality systems. Altron was one of the first companies in the electronic
interconnect industry to achieve ISO 9002 registration. This achievement has
been well received by Altron customers, as certain customers will only do
business with ISO 9002 registered companies.
20
<PAGE>
CUSTOMERS AND MARKETS
Altron's twenty-five years of experience is an important factor in attracting
and retaining customers, as its business is not protected by any patents.
Altron services a diversified customer base spread over a variety of growing
industry segments, including more than 100 customers in the telecommunications,
data communications, computer, industrial and medical systems segments of the
electronics industry. The following table illustrates the major industry
segments served by Altron and the products and services provided by the Company
to certain OEM customers.
<TABLE>
<CAPTION>
OEM CUSTOMER OEM APPLICATION ALTRON PRODUCTS AND SERVICES
- ---------------------------------------------------------------------------------------
<S> <C> <C>
TELECOMMUNICATIONS
- ---------------------------------------------------------------------------------------
AT&T Corp. Transmission systems Printed circuit boards
Motorola, Inc. Cellular data communication Printed circuit boards, backplanes
Siemens Rolm PBX telecommunication equipment Backplanes, systems, power supplies
Communications,
Inc.
- ---------------------------------------------------------------------------------------
DATA COMMUNICATIONS
- ---------------------------------------------------------------------------------------
Cabletron LAN, bridges, repeaters Printed circuit boards
Systems, Inc.
Cascade ATM networks Backplanes
Communications
Corp.
Cisco Systems, Bridges, routers Printed circuit boards, backplanes
Inc.
General Datacomm ATM network routing systems Design, systems, backplanes, power
Industries, supplies
Inc.
Stratacom, Inc. ATM fast packet networks Backplanes, systems
- ---------------------------------------------------------------------------------------
COMPUTER
- ---------------------------------------------------------------------------------------
Data General Storage systems Backplanes
Corporation
EMC Corporation Storage systems Printed circuit boards, backplanes
Hewlett-Packard Super mini computers Backplanes
Company
Pyramid High performance servers Backplanes, SMT assemblies
Technology
Corporation
Silicon Graphic work stations Backplanes, systems
Graphics, Inc.
- ---------------------------------------------------------------------------------------
INDUSTRIAL
- ---------------------------------------------------------------------------------------
Adept Factory automation SMT assemblies
Technology,
Inc.
AEG Schneider Factory automation Printed circuit boards
Automation,
Inc.
General Electric Drive controllers Printed circuit boards
Company
- ---------------------------------------------------------------------------------------
MEDICAL
- ---------------------------------------------------------------------------------------
Johnson & Blood analysers Design, systems, backplanes
Johnson Inc.
Coulter Medical systems Printed circuit boards, backplanes,
Corporation SMT assemblies
General Electric Diagnostic CT and MRI Design, systems, backplanes, power
Company supplies
</TABLE>
Altron seeks to serve a sufficiently large and varied group of customers to
avoid dependence on any one major customer or industry segment. For the year
ended December 31, 1994 and for the three months ended April 1, 1995, one of
the Company's customers, Motorola, Inc., accounted for approximately 13% and
17%, respectively, of the Company's revenues. In addition, in aggregate the
Company's twelve largest customers (including Motorola, Inc.) accounted for
approximately 57% and 67%, respectively, of the Company's revenues during such
periods. See "Risk Factors--Customer Concentration."
21
<PAGE>
The Company markets its products and services through its marketing and
customer service organization of 39 employees, and utilizes 17 independent
sales representative organizations located in the major electronics market
areas in the United States.
For the year ended December 31, 1994, the Company's U.S. sales by its sales
regions were approximately 46% eastern, 32% western and 19% central.
International sales totaled approximately 3% of the Company's 1994 sales.
COMPETITION
The electronic interconnect industry, which includes contract manufacturing,
is highly fragmented and is characterized by intense competition. Altron
competes in the technologically advanced segment of the electronic interconnect
industry, which is also highly competitive but is less fragmented than the
industry as a whole. The Company competes against numerous domestic electronic
interconnect product manufacturers. In addition, current and prospective
customers continually evaluate the merits of manufacturing products internally
and will from time to time offer manufacturing services to third parties in
order to utilize excess capacity. Certain of the Company's competitors have
substantially greater manufacturing, financial and marketing resources than the
Company. The Company may be operating at a cost disadvantage compared to
manufacturers who have greater direct buying power with component suppliers or
who have lower cost structures. During downturns in the electronics industry,
OEMs may become more price sensitive.
The Company believes that the principal competitive factors in the electronic
interconnect industry are quality, service, technology, manufacturing
capability, regional access, price, reliability, timeliness and flexibility.
There can be no assurance that competition from existing or potential
competitors will not have a material adverse effect on the Company's results of
operations.
The introduction of lower priced competitive products or significant price
reductions by the Company's competitors could result in price reductions that
would adversely affect the Company's results of operations, as would the
introduction of new technologies which would render existing electronic
interconnect technology less competitive or obsolete.
BACKLOG
Altron's sales are made principally through purchase orders for current
needs. The Company's backlog at April 1, 1995 was approximately $36.3 million
compared to approximately $27.1 million at April 2, 1994, the majority of which
was scheduled to be shipped within 120 days. Variations in the size and
delivery schedules of purchase orders received by the Company, as well as
changes in customers' delivery requirements, may result in substantial
fluctuations in backlog from period to period; accordingly, the Company
believes that backlog cannot be considered a meaningful indicator of long-term
future financial results.
EMPLOYEES
The Company had 953 full-time employees as of April 1, 1995. The employees
are not represented by a union, and the Company believes its employee relations
to be satisfactory. A majority of Company management, officers and executives
have over five years of service with the Company.
FACILITIES
Altron operates a 185,000 square foot manufacturing plant in Wilmington,
Massachusetts which is approximately 15 miles north of Boston. The plant
produces multilayer printed circuit boards and interconnect products. Altron
believes that this plant is one of the largest independent facilities of its
kind in the United States. In 1994, Altron began leasing a 70,000 square foot
facility in Fremont, California to manufacture interconnect systems, surface
mount assemblies and backplanes for its West Coast customers. Also in 1994,
Altron leased a 30,000 square foot plant in Woburn, Massachusetts for the
design and manufacture of interconnect systems, surface mount assemblies and
power supplies. The Company believes that its existing facilities are adequate
for its current needs. See "--Environmental Quality."
22
<PAGE>
ENVIRONMENTAL QUALITY
Proper waste disposal is a major consideration for printed circuit board
manufacturers because metals and chemicals are used in the manufacturing
process. Water used in the printed circuit board manufacturing process must be
treated to remove metal particles and other contaminants before it can be
discharged into the municipal sanitary sewer system. Altron has an existing
waste treatment system at its Wilmington plant which enables it to comply with
governmental regulations relating to the protection of the environment and
accommodate anticipated future growth. The Company believes that continued
compliance with governmental requirements relating to protection of the
environment will not have a material adverse effect on the Company. See "Risk
Factors--Environmental Compliance."
Altron has been advised that contamination resulting from activities of prior
owners of an adjacent property has migrated under the Company's manufacturing
plant in Wilmington, Massachusetts. The present owner of the adjacent property
has assumed responsibility for any remediation activities that may be required
and has agreed to indemnify and hold the Company harmless from liabilities and
expenses arising from any requirement that the contamination be remediated.
Although the Company believes that the present owner's assumption of
responsibility will result in no remediation costs to the Company from the
contamination, there can be no assurance that the Company will not be subject
to some costs regarding this matter.
LEGAL PROCEEDINGS
To the Company's knowledge there are no pending legal proceedings which are
material to the Company to which it is a party or to which any of its property
is subject.
23
<PAGE>
MANAGEMENT
DIRECTORS AND OFFICERS
The names, ages as of May 9, 1995 and positions held by each director and
officer of the Company are listed below:
<TABLE>
<CAPTION>
NAME AGE POSITION(S)
---- --- -----------
<S> <C> <C>
Samuel Altschuler(1).................... 67 Chairman of the Board of Directors
and President
Burton Doo(1)........................... 64 Executive Vice President and
Director of Altron Incorporated and
President of Altron Systems
Corporation
Peter D. Brennan(1)..................... 52 Vice President, Chief Financial
Officer and Treasurer
Arthur A. Astbury....................... 54 Vice President Manufacturing,
Interconnect Products Division
Thomas L. Goulding...................... 49 Vice President Sales and Marketing,
Interconnect Products Division
Roger L. Martin......................... 63 Vice President Sales and Marketing,
Multilayer Division
David A. Mersereau...................... 39 Vice President Manufacturing,
Multilayer Division
Matthew Palance......................... 60 Vice President Corporate Services
Anthony J. Medaglia, Jr.(2)............. 58 Clerk and Director
Thomas M. Claflin, II(2)................ 54 Director
Daniel A. Cronin, Jr.(2)................ 66 Director
</TABLE>
- --------
(1) Executive Officer.
(2) Member of the Audit Committee and the Stock Option Committee.
MR. ALTSCHULER, a founder of the Company, has been President and a Director
of the Company since 1970. In December 1983, Mr. Altschuler was elected
Chairman of the Board of Directors. Mr. Altschuler is also a director of
MASSBANK Corp.
MR. DOO, a founder of the Company, has been a Director of the Company since
1970. He was Treasurer from 1973 to 1992 and Senior Vice President from 1978 to
December 1983. In December 1983, he was elected Executive Vice President. Mr.
Doo has been President of Altron Systems Corporation since its inception.
MR. BRENNAN has been Chief Financial Officer and Treasurer since June 1992.
He has been Vice President of Finance and Corporate Controller since he began
his employment with the Company in 1987.
MR. ASTBURY joined Altron in 1973 and has been Vice President Manufacturing,
Interconnect Products Division since 1979.
MR. GOULDING has been Vice President Sales and Marketing, Interconnect
Products Division since December 1994. He was Vice President Marketing for
Motorola Wireless Group in 1989, and Senior Vice President/General Manager of a
subsidiary of Elron Data Networking in 1990. From 1991 through 1994 he was
President of Harvard-Groton Design Consultants.
MR. MARTIN, a founder of the Company, joined Altron in 1973 and has been Vice
President Sales and Marketing, Multilayer Division since 1976.
MR. MERSEREAU joined Altron in 1977 and was Director of Manufacturing prior
to becoming Vice President Manufacturing, Multilayer Division in 1994.
MR. PALANCE joined Altron in 1970 and has been Vice President Corporate
Services since 1974.
24
<PAGE>
MR. MEDAGLIA has been Clerk of the Company and a Director since 1970. Mr.
Medaglia is a shareholder in the law firm of Hutchins, Wheeler & Dittmar which
has served as general counsel to the Company since 1970.
MR. CLAFLIN has been a Director of the Company since 1970. Mr. Claflin is
President of Claflin Capital Management, Inc., a venture capital management
company. Mr. Claflin is also a director of Zoll Medical Corporation.
MR. CRONIN has been a Director of the Company since 1979. Mr. Cronin is
President of Northbridge Management Co., Inc., an investment management
company. Mr. Cronin is also a director of C.R. Bard, Incorporated.
All directors hold office until the next annual meeting of stockholders of
the Company and until their successors have been duly elected and qualified or
until their earlier resignation or removal. Officers are elected annually by
the Board of Directors.
25
<PAGE>
PRINCIPAL AND SELLING STOCKHOLDERS
The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock as of May 9, 1995 (i) by each person
who is known by the Company to be the beneficial owner of more than 5% of the
Company's Common Stock, (ii) by the Selling Stockholder, (iii) by each
director of the Company and each executive officer of the Company who
beneficially held shares of the Company's Common Stock as of such date, and
(iv) by all executive officers and directors of the Company as a group. Except
as otherwise noted, each person maintains a business address c/o Altron
Incorporated, One Jewel Drive, Wilmington, Massachusetts 01887, and has sole
voting and investment power over the shares shown as beneficially owned,
except to the extent authority is shared by spouses under applicable law.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY SHARES BENEFICIALLY
OWNED PRIOR TO OWNED AFTER
OFFERING (1) OFFERING(1)
----------------------- NUMBER OF -----------------------
NAME AND ADDRESS OF SHARES
BENEFICIAL OWNER NUMBER PERCENT OFFERED NUMBER PERCENT
------------------- ------------ ---------- --------- ------------ ----------
<S> <C> <C> <C> <C> <C>
Samuel Altschuler
(2)(3)(4)(5)........... 1,356,650 15.9% 100,000 1,256,650 13.1%
Nancy Altschuler (4).... 466,875 5.5 - 466,875 4.9
Burton Doo (2)(3)(6).... 351,000 4.1 - 351,000 3.7
Anthony J. Medaglia, Jr.
(3)(7)(8).............. 198,621 2.3 - 198,621 2.1
101 Federal Street
Boston, MA 02110
Thomas M. Claflin, II
(3)(9)................. 96,795 1.1 - 96,795 1.0
77 Franklin Street
Boston, MA 02110
Daniel A. Cronin, Jr.
(3)(10)................ 41,250 * - 41,250 *
One Financial Center,
27th Floor
Boston, MA 02111
Peter D. Brennan
(2)(11)................ 15,000 * - 15,000 *
All executive officers
and directors as a
group
(6 persons) (12)(13)... 2,059,316 23.8 100,000 1,959,316 20.1
</TABLE>
- -------
* Less than one percent
(1) Amounts shown include all shares which may be acquired upon the exercise
of outstanding options which are exercisable currently or within 60 days.
(2) Executive Officer of the Company.
(3) Director of the Company.
(4) Mr. and Mrs. Altschuler are general partners of a nominee partnership
which holds 466,875 shares, all of which are included in the shares
listed as owned by both Mr. and Mrs. Altschuler. Mr. Altschuler has sole
voting rights with respect to these shares and shares investment power
with his wife. Of the shares held of record by the nominee partnership,
155,250 shares are held as a nominee for Mrs. Altschuler as trustee of
trusts established for the benefit of her children, as to which shares
she disclaims beneficial interest. Does not include 128,106 shares held
by the Samuel Altschuler 1980 Irrevocable Trust, in which members of the
Altschuler family have an interest.
(5) Includes 52,500 shares which can be acquired pursuant to options
currently exercisable or exercisable within 60 days.
(6) Includes 41,250 shares which can be acquired pursuant to options
currently exercisable or exercisable within 60 days.
(7) Includes 10,125 shares which Mr. Medaglia holds as custodian for his
children, as to which shares he disclaims beneficial ownership. Includes
128,106 shares which Mr. Medaglia holds as a co-trustee of the Samuel
Altschuler 1980 Irrevocable Trust, as to which he disclaims beneficial
ownership.
(8) Includes 23,250 shares which can be acquired pursuant to options
currently exercisable or exercisable within 60 days.
(9) Includes 21,000 shares which can be acquired pursuant to options
currently exercisable or exercisable within 60 days.
(10) Includes 30,000 shares which can be acquired pursuant to options
currently exercisable or exercisable within 60 days.
(11) Includes 15,000 shares which can be acquired pursuant to options
currently exercisable or exercisable within 60 days.
(12) Includes 183,000 shares which executive officers and directors have the
right to acquire through the exercise of options currently exercisable or
exercisable within 60 days.
(13) In the event that the Underwriters' over-allotment option is exercised in
full, all directors and executive officers as a group will beneficially
own 19.7% of the shares beneficially owned after the offering.
26
<PAGE>
DESCRIPTION OF CAPITAL STOCK
COMMON AND PREFERRED STOCK
The Company's authorized capital stock consists of 1,000,000 shares of
Preferred Stock, par value $1.00 per share, and 30,000,000 shares of Common
Stock, par value $.05 per share. The Preferred Stock is divisible into and
issuable in one or more series. The rights and preferences of the different
series may be established by the Board of Directors without further action by
the stockholders. The Board of Directors is authorized with respect to each
series to fix and determine, among other things, (i) its dividend rate, (ii)
its liquidation preference, (iii) whether or not such shares will be
convertible into, or exchangeable for, any other securities or property, and
(iv) whether or not such shares will have voting rights, and, if so, the
conditions under which such shares will vote as a separate class.
The Company believes that the Board of Directors' ability to issue Preferred
Stock on such a wide variety of terms will enable the Preferred Stock to be
used for important corporate purposes, such as financing acquisitions or
raising additional capital. However, were it inclined to do so, the Board could
issue all or part of the Preferred Stock with (among other things) substantial
voting power or advantageous conversion rights. The issuance of Preferred Stock
could have adverse effects upon the holders of Common Stock, including
restrictions on Common Stock dividends, dilution of the voting power of the
Common Stock and other adverse effects. Such stock could be issued to persons
deemed by the Board likely to support current management in a contest for
control of the Company, either as a precautionary measure or in response to a
specific takeover threat, without requiring further action on the part of the
holders of Common Stock. The Company has no current plans to issue Preferred
Stock for any purpose.
The holders of Common Stock and Preferred Stock have the following relative
rights and preferences:
Dividends. Holders of Common Stock are entitled to dividends only when and if
declared by the Board of Directors of the Company out of funds legally
available for the payment thereof. No cash payment or distribution may be made
to the holders of Common Stock until all accumulated dividends on any series of
Preferred Stock which may be issued have been declared and set apart for
payment, and no shares of capital stock may be repurchased at any time when
accrued dividends on any series of Preferred Stock which may be issued are in
arrears.
Voting Rights. Holders of Common Stock are entitled to one vote per share at
any annual or special meeting of stockholders. Holders of any series of
Preferred Stock which may be issued will be entitled to the voting rights fixed
by the Board of Directors for such series. Voting rights are not cumulative, so
that the holders of a majority of the voting power of the Company could elect
all the Directors standing for election at any annual or special meeting of
stockholders, and the holders of the remaining shares may not be able to elect
any Director.
Liquidation. Upon the dissolution of the Company or any distribution of its
assets, the holders of Common Stock are entitled to all assets of the Company
available for distribution to stockholders after the holders of any series of
Preferred Stock which may be issued have received the preferential amount fixed
by the Board of Directors for such shares.
Other Rights. The holders of Common Stock have no preemptive rights to
purchase shares of stock of the Company. Shares of Common Stock are not subject
to any redemption provisions and are not convertible into any other securities
or property. All outstanding shares of Common Stock are fully-paid and non-
assessable and the shares of Common Stock offered by the Company in the
offering, when issued, will be fully-paid and non-assessable.
Transfer Agent. The transfer agent for the Common Stock is State Street Bank
and Trust Company, Boston, Massachusetts.
27
<PAGE>
CERTAIN PROVISIONS OF MASSACHUSETTS LAW
The Company is subject to the provisions of Chapter 110F of the Massachusetts
General Laws, an anti-takeover law. In general, this statute prohibits a
publicly held Massachusetts corporation with sufficient ties to Massachusetts
from engaging in a "business combination" with an "interested stockholder" for
a period of three years after the date of the transaction in which the person
becomes an interested stockholder, unless either (i) the interested stockholder
obtains the approval of the Board of Directors prior to becoming an interested
stockholder, (ii) the interested stockholder acquires 90% of the outstanding
voting stock of the corporation (excluding shares held by certain affiliates of
the corporation) at the time he becomes an interested stockholder or (iii) the
business combination is approved by both the Board of Directors and two-thirds
of the outstanding voting stock of the corporation (excluding shares held by
the interested stockholder). An "interested stockholder" is a person who,
together with affiliates and associates, owns (or at any time within the prior
three years did own) 5% or more of the corporation's voting stock. A "business
combination" includes mergers, stock and asset sales and other transactions
resulting in a financial benefit to the stockholder. The Company may at any
time amend its Articles of Organization or By-Laws to elect not to be governed
by Chapter 110F, by vote of the holders of a majority of its voting stock, but
such an amendment would not be effective for twelve months and would not apply
to a business combination with any person who became an interested stockholder
prior to the date of the amendment.
The Company is also subject to the provisions of Chapter 110D of the
Massachusetts General Laws, entitled "Regulation of Control Share
Acquisitions." In general, this statute provides that any stockholder who
acquires 20% or more of the outstanding voting stock of a corporation subject
to this statute may not vote that stock unless the stockholders of the
corporation so authorize. In addition, Chapter 110D permits a corporation to
provide in its articles of organization or by-laws that the corporation may
redeem (for fair value) all the shares thereafter acquired in a control share
acquisition if voting rights for those shares were not authorized by the
stockholders or if no control share acquisition statement was delivered. The
Company's By-Laws include a provision which permits the Company to effect such
redemptions.
Section 50A of Chapter 156B of the Massachusetts General Laws requires, among
other things, that publicly held Massachusetts corporations have classified
(staggered) boards of directors, unless those corporations elect to opt out of
the statute's coverage. By vote of the Board of Directors, the Company has
elected to opt out of this statute's coverage.
28
<PAGE>
SHARES ELIGIBLE FOR FUTURE SALE
Upon completion of this offering, the Company will have 9,575,063 issued and
outstanding shares of Common Stock (9,755,063 if the Underwriters' over-
allotment option is exercised in full). Of these shares, the 1,200,000 shares
of Common Stock offered hereby (1,380,000 if the Underwriters' over-allotment
option is exercised in full), will be freely tradeable without restriction or
further registration under the Securities Act of 1933, as amended (the
"Securities Act"). Of the 8,475,063 shares of Common Stock outstanding as of
May 9, 1995, 6,916,307 shares are freely tradeable and 1,558,756 shares (of
which 100,000 shares are being offered hereby) are held by directors, executive
officers and other persons, who may be deemed affiliates of the Company, and
may be sold after this offering pursuant to Rule 144, subject to the
contractual restrictions described below.
In general, under Rule 144 as currently in effect, any affiliate of the
Company or any person (or persons whose shares are aggregated in accordance
with the Rule) who has beneficially owned Restricted Securities for at least
two years would be entitled to sell within any three-month period a number of
shares that does not exceed the greater of 1% of the outstanding shares of
Common Stock (approximately 95,750 shares based upon the number of shares
outstanding after this offering) or the reported average weekly trading volume
in the over-the-counter market for the four weeks preceding the sale. Sales
under Rule 144 are also subject to certain manner of sale restrictions and
notice requirements and to the availability of current public information
concerning the Company. Persons who have not been affiliates of the Company for
at least three months and who have held their shares for more than three years
are entitled to sell Restricted Securities without regard to the volume, manner
of sale, notice and public information requirements of Rule 144.
The Company has registered, or is in the process of registering, the shares
of Common Stock subject to its stock option plans under the Securities Act.
Shares of Common Stock issued upon exercise of outstanding options under these
plans will generally be eligible for immediate resale in the public market. As
of May 9, 1995, options to purchase an aggregate of 1,100,025 shares were
outstanding under the Company's stock option plans, of which 285,125 were
exercisable as of May 9, 1995. Of the 285,125 shares subject to options
exercisable as of such date, 198,750 shares are subject to the Lock-Up
Agreements as defined below.
The Company has agreed that it will not, directly or indirectly, offer, sell,
offer to sell, contract to sell, grant any option to purchase or otherwise sell
or dispose (or announce any offer, sale, offer of sale, contract of sale, grant
of any option to purchase or other sale or disposition) of any shares of Common
Stock or other capital stock of the Company or any securities convertible into,
or exercisable or exchangeable for, any shares of Common Stock or other capital
stock of the Company (other than pursuant to the exercise of currently
outstanding stock options) for a period of 180 days after the date of this
Prospectus, without the prior written consent of Prudential Securities
Incorporated, on behalf of the Underwriters. In addition, the Selling
Stockholder, who will beneficially own approximately 1,256,650 shares
immediately upon completion of this offering, has agreed to such restrictions
for a period of 120 days after the date of this Prospectus, and the Company's
other directors and officers, who in the aggregate will beneficially own
approximately 867,731 shares immediately upon completion of this offering, have
agreed to such restrictions for a period of 90 days after the date of this
Prospectus (collectively the "Lock-Up Agreements"). Upon the expiration of the
Lock-Up Agreements, the shares subject thereto will be eligible for sale in the
public market, subject to the conditions and restrictions of Rule 144.
No prediction can be made as to the effect, if any, that market sales of
shares or the availability of shares for sale will have on the market price for
the Common Stock prevailing from time to time. Nevertheless, sales of
substantial amounts of the Common Stock of the Company in the public market
after the restrictions described above lapse could adversely affect the
prevailing market price and the ability of the Company to raise equity capital
in the future.
29
<PAGE>
UNDERWRITING
The Underwriters named below (the "Underwriters"), for whom Prudential
Securities Incorporated and Needham & Company, Inc. are acting as
representatives (the "Representatives"), have severally agreed, subject to the
terms and conditions contained in the Underwriting Agreement, to purchase from
the Company and the Selling Stockholder the number of shares of Common Stock
set forth below opposite their respective names:
<TABLE>
<CAPTION>
NUMBER
UNDERWRITER OF SHARES
----------- ---------
<S> <C>
Prudential Securities Incorporated.................................
Needham & Company, Inc.............................................
---------
Total.......................................................... 1,200,000
=========
</TABLE>
The Company and the Selling Stockholder are obligated to sell, and the
Underwriters are obligated to purchase, all of the shares of Common Stock
offered hereby if any are purchased.
The Underwriters, through their Representatives, have advised the Company and
the Selling Stockholder that they propose to offer the Common Stock initially
at the public offering price set forth on the cover page of this Prospectus;
that the Underwriters may allow to selected dealers a concession of $ per
share; and that such dealers may reallow a concession of $ per share to
certain other dealers. After the initial public offering, the offering price
and the concessions may be changed by the Representatives.
The Company has granted to the Underwriters an option, exercisable for 30
days from the date of this Prospectus, to purchase up to an aggregate of
180,000 additional shares of Common Stock at the initial public offering price,
less underwriting discounts and commissions, as set forth on the cover page of
this Prospectus. The Underwriters may exercise such option solely for the
purpose of covering any over-allotments incurred in the sale of the shares of
Common Stock offered hereby. To the extent such option is exercised, each
Underwriter will become obligated, subject to certain conditions, to purchase
approximately the same percentage of such additional shares as the number set
forth next to such Underwriters' name in the preceding table bears to
1,200,000.
The Company and the Selling Stockholder have agreed to indemnify the several
Underwriters against or contribute to losses arising out of certain
liabilities, including liabilities under the Securities Act of 1933, as
amended.
The Company has agreed that it will not, directly or indirectly, without the
prior written consent of Prudential Securities Incorporated, on behalf of the
Underwriters, offer, sell, offer to sell, contract to sell, grant any option to
purchase or otherwise sell or dispose (or announce any offer, sale, offer of
sale, contract of sale, grant of any option to purchase or other sale or
disposition) of any shares of Common Stock or other capital stock of the
Company substantially similar thereto or any other securities convertible into,
or exchangeable or exercisable for, any shares of Common Stock or other capital
stock of the Company for a period of 180 days after the date of this
Prospectus, other than pursuant to the exercise of currently outstanding stock
options . In addition, the Selling Stockholder has agreed to such restrictions
for a period of 120 days after the date of this Prospectus and the Company's
other directors and officers have agreed to such restrictions for a period of
90 days after the date of this Prospectus.
30
<PAGE>
In connection with this offering, certain Underwriters and selling group
members (if any) or their respective affiliates who are qualified registered
market makers on the Nasdaq National Market, may have engaged in passive market
making transactions in the Common Stock of the Company on the Nasdaq National
Market in accordance with Rule 10b-6A under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), during the two business day period
before commencement of offers or sales of the Common Stock. The passive market
making transactions must comply with applicable volume and price limits and be
identified as such. In general, a passive market maker may display its bid at a
price not in excess of the highest independent bid for such security; if all
independent bids are lowered below the passive market maker's bid, however,
such bid must then be lowered when certain purchase limits are exceeded.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby will be passed upon
for the Company and the Selling Stockholder by Hutchins, Wheeler & Dittmar, A
Professional Corporation, Boston, Massachusetts. Anthony J. Medaglia, Jr., a
shareholder of such firm, is the Clerk and a Director of the Company, and is
the beneficial owner of Common Stock, as set forth under "Principal and Selling
Stockholders" herein. Certain legal matters in connection with this offering
will be passed upon for the Underwriters by Testa, Hurwitz & Thibeault, Boston,
Massachusetts.
EXPERTS
The consolidated financial statements included in this Prospectus and the
related supplemental schedules of the Company incorporated by reference in the
Registration Statement have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their reports with respect thereto, and are
included herein in reliance upon the authority of said firm as experts in
giving said reports.
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 Securities and Exchange Commission (the "Commission").
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 450 Fifth Street, N.W., Washington, D.C. 20549, and at certain of
its Regional Offices located at 7 World Trade Center, 13th Floor, New York, New
York 10048 and 500 West Madison Street, Chicago, Illinois 60661. Copies of such
material can also be obtained from the Public Reference Section of the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates.
The Company has filed with the Commission a Registration Statement on Form S-
3 (referred to herein, together with all amendments and exhibits, as the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the securities offered hereby. This
Prospectus does not contain all of the information set forth in the
Registration Statement, certain parts of which have been omitted in accordance
with the rules and regulations of the Commission. For further information with
respect to the Company and the securities offered hereby, reference is made to
the Registration Statement. Statements made in this Prospectus as to the
contents of any contract, agreement or other document referred to are not
necessarily complete; with respect to each such contract, agreement or other
document labeled as an exhibit to the Registration Statement, reference is made
to such exhibit for a more complete description of the matter involved, and
each such statement shall be deemed qualified in its entirety by such
reference. Copies of the Registration Statement and the exhibits may be
inspected, without charge, at the offices of the Commission, or obtained at
prescribed rates from the Public Reference Section of the Commission at the
address set forth above.
31
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1994 as filed with the Commission (Commission File No. 0-13230) and the
Company's Quarterly Report on Form 10-Q for the quarterly period ended April 1,
1995 (Commission File No. 0-13230) are hereby incorporated by reference in this
Prospectus. Additionally, any document filed by the Company with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to
the date of this Prospectus and prior to the termination of the offering made
hereby shall be deemed to be incorporated by reference in this Prospectus and
to be a part hereof from the date of filing of such document.
Any statement 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 other subsequently filed document which is incorporated by reference
herein modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Company will furnish without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon written or oral
request, a copy of any and all of the information that has been incorporated by
reference in this Prospectus, other than exhibits to such information, unless
such exhibits are specifically incorporated by reference into the information
that this Prospectus incorporates. Requests should be submitted in writing to
Altron Incorporated, One Jewel Drive, Wilmington, Massachusetts 01887-3390,
Attention: Investor Relations Department. Telephone Number: (508) 658-5800.
32
<PAGE>
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Report of Independent Public Accountants.................................. F-2
Consolidated Balance Sheets as of January 1, 1994, December 31, 1994 and
April 1, 1995 (unaudited)................................................ F-3
Consolidated Income Statements for the Years Ended January 2, 1993,
January 1, 1994 and December 31, 1994 and for the Three Month Periods
Ended April 2, 1994 and
April 1, 1995 (unaudited)................................................ F-4
Consolidated Statements of Stockholders' Investment for the Years Ended
January 2, 1993,
January 1, 1994 and December 31, 1994 and for the Three Months Ended
April 1, 1995 (unaudited)................................................ F-5
Consolidated Statements of Cash Flows for the Years Ended January 2, 1993,
January 1, 1994 and December 31, 1994 and for the Three Month Periods
Ended April 2, 1994 and April 1, 1995 (unaudited)........................ F-6
Notes to Consolidated Financial Statements................................ F-7
</TABLE>
F-1
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Altron Incorporated:
We have audited the accompanying consolidated balance sheets of Altron
Incorporated (a Massachusetts corporation) and subsidiary as of January 1, 1994
and December 31, 1994 and the related consolidated income statements,
statements of stockholders' investment and cash flows for the years ended
January 2, 1993, January 1, 1994 and December 31, 1994. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these 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 financial statements referred to above present fairly, in
all material respects, the financial position of Altron Incorporated and
subsidiary as of January 1, 1994 and December 31, 1994, and the results of
their operations and their cash flows for the years ended January 2, 1993,
January 1, 1994 and December 31, 1994 in conformity with generally accepted
accounting principles.
Arthur Andersen LLP
Boston, Massachusetts
March 2, 1995
F-2
<PAGE>
ALTRON INCORPORATED AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
JANUARY 1, 1994, DECEMBER 31, 1994
AND APRIL 1, 1995
<TABLE>
<CAPTION>
(UNAUDITED)
APRIL 1,
1993 1994 1995
------- ------- -----------
(IN THOUSANDS)
<S> <C> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents........................ $ 8,877 $ 8,306 $ 9,187
Short-term investments........................... - 2,028 2,059
Accounts receivable, net of allowance for doubt-
ful accounts of $475, $625 and $650............. 12,429 15,816 17,868
Inventories...................................... 8,306 11,519 15,402
Other current assets............................. 2,045 2,324 2,839
------- ------- -------
Total Current Assets........................... 31,657 39,993 47,355
Property, Plant and Equipment, net................. 20,896 24,510 25,740
Costs in Excess of Net Assets of Acquired Company.. - 4,019 3,946
------- ------- -------
$52,553 $68,522 $77,041
======= ======= =======
LIABILITIES AND STOCKHOLDERS' INVESTMENT
Current Liabilities:
Current portion of long-term debt................ $ 738 $ 805 $ 796
Accounts payable................................. 5,489 9,275 11,994
Accrued payroll and other employee benefits...... 2,443 2,882 3,760
Other accrued expenses........................... 1,465 2,489 3,130
------- ------- -------
Total Current Liabilities...................... 10,135 15,451 19,680
------- ------- -------
Long-term Debt..................................... 9,405 8,646 8,455
------- ------- -------
Deferred Income Taxes.............................. 3,561 4,044 5,541
------- ------- -------
Stockholders' Investment:
Preferred stock, $1.00 par value --
Authorized -- 1,000,000 shares
Issued and outstanding--none.................... - - -
Common stock, $.05 par value --
Authorized -- 10,000,000 shares in 1993 and 1994
and 30,000,000 shares in 1995
Issued -- 8,251,473, 8,577,552 and 8,610,042
shares in 1993, 1994 and 1995................... 413 429 431
Paid-in capital.................................. 8,201 10,664 10,726
Retained earnings................................ 21,115 29,565 32,485
------- ------- -------
29,729 40,658 43,642
Less treasury stock, at cost (157,054 shares in
1993, 1994 and 1995)............................ 277 277 277
------- ------- -------
Total Stockholders' Investment................. 29,452 40,381 43,365
------- ------- -------
$52,553 $68,522 $77,041
======= ======= =======
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-3
<PAGE>
ALTRON INCORPORATED AND SUBSIDIARY
CONSOLIDATED INCOME STATEMENTS
FOR THE YEARS ENDED JANUARY 2, 1993, JANUARY 1, 1994
AND DECEMBER 31, 1994 AND FOR THE
THREE MONTH PERIODS ENDED APRIL 2, 1994
AND APRIL 1, 1995
<TABLE>
<CAPTION>
(UNAUDITED)
THREE MONTHS ENDED
--------------------
APRIL 2, APRIL 1,
1992 1993 1994 1994 1995
------- ------- -------- --------- ---------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
Net Sales......................... $68,158 $83,406 $104,202 $23,007 $32,662
Cost of Sales..................... 58,571 67,020 81,161 17,907 25,256
------- ------- -------- --------- ---------
Gross Profit...................... 9,587 16,386 23,041 5,100 7,406
Selling, General and Administra-
tive Expenses.................... 7,026 7,308 8,645 1,955 2,593
------- ------- -------- --------- ---------
Income from Operations............ 2,561 9,078 14,396 3,145 4,813
Other Income...................... 108 109 261 56 168
Interest Expense.................. 613 582 574 161 116
------- ------- -------- --------- ---------
Income Before Provision for Income
Taxes............................ 2,056 8,605 14,083 3,040 4,865
Provision for Income Taxes........ 818 3,445 5,633 1,215 1,945
------- ------- -------- --------- ---------
Net Income........................ $ 1,238 $ 5,160 $ 8,450 $ 1,825 $ 2,920
======= ======= ======== ========= =========
Net Income Per Common and Common
Equivalent Share................. $ 0.16 $ 0.63 $ 0.98 $ 0.21 $ 0.33
======= ======= ======== ========= =========
Weighted Average Common and Common
Equivalent Shares Outstanding.... 7,770 8,247 8,653 8,565 8,922
======= ======= ======== ========= =========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-4
<PAGE>
ALTRON INCORPORATED AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' INVESTMENT
FOR THE YEARS ENDED JANUARY 2, 1993, JANUARY 1, 1994
AND DECEMBER 31, 1994 AND FOR THE
THREE MONTH PERIOD ENDED APRIL 1, 1995
<TABLE>
<CAPTION>
COMMON STOCK
------------- PAID-IN RETAINED TREASURY
SHARES AMOUNT CAPITAL EARNINGS STOCK
------ ------ ------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Balance, December 28, 1991............. 7,596 $380 $ 5,547 $14,717 $(233)
Exercise of stock options............ 102 5 175 - -
Sale of common stock through employee
stock purchase plan................. 11 - 25 - -
Treasury stock purchased............. - - - - (44)
Net income........................... - - - 1,238 -
----- ---- ------- ------- -----
Balance, January 2, 1993............... 7,709 385 5,747 15,955 (277)
Exercise of stock options............ 527 27 953 - -
Income tax benefit from stock op-
tions............................... - - 1,265 - -
Nonqualified options granted......... - - 179 - -
Sale of common stock through employee
stock purchase plan................. 16 1 57 - -
Net income........................... - - - 5,160 -
----- ---- ------- ------- -----
Balance, January 1, 1994............... 8,252 413 8,201 21,115 (277)
Exercise of stock options............ 149 7 291 - -
Income tax benefit from stock op-
tions............................... - - 408 - -
Stock issuance for net assets of ac-
quired company...................... 167 8 1,677 - -
Sale of common stock through employee
stock purchase plan................. 10 1 87 - -
Net income........................... - - - 8,450 -
----- ---- ------- ------- -----
Balance, December 31, 1994............. 8,578 429 10,664 29,565 (277)
Exercise of stock options............ 32 2 62 - -
Net income........................... - - - 2,920 -
----- ---- ------- ------- -----
Balance, April 1, 1995 (unaudited)..... 8,610 $431 $10,726 $32,485 $(277)
===== ==== ======= ======= =====
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-5
<PAGE>
ALTRON INCORPORATED AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED JANUARY 2, 1993, JANUARY 1, 1994
AND DECEMBER 31, 1994 AND FOR THE
THREE MONTH PERIODS ENDED APRIL 2, 1994
AND APRIL 1, 1995 (UNAUDITED)
<TABLE>
<CAPTION>
(UNAUDITED)
THREE MONTHS ENDED
---------------------
APRIL 2, APRIL 1,
1992 1993 1994 1994 1995
------- ------- -------- --------- ---------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Cash Flows from Operating Ac-
tivities:
Net income................. $ 1,238 $ 5,160 $ 8,450 $ 1,825 $ 2,920
Adjustments to reconcile
net income to net cash
provided by operating ac-
tivities:
Depreciation and amorti-
zation.................. 2,860 3,199 3,913 1,050 1,147
Deferred taxes and non-
qualified options....... 91 304 348 1,215 1,097
(Gain) loss on disposal
of property and equip-
ment.................... (85) 113 90 - -
Changes in current assets
and liabilities, net of
assets acquired:
Accounts receivable...... (496) (3,246) (2,392) (1,828) (2,052)
Inventories.............. (387) 423 (2,678) (1,076) (3,883)
Other current assets..... 5 28 (126) 29 (115)
Accounts payable......... (1,877) 916 3,144 1,005 2,719
Accrued expenses......... 774 541 816 894 1,519
------- ------- -------- --------- --------
Net cash provided by oper-
ating activities.......... 2,123 7,438 11,565 3,114 3,352
------- ------- -------- --------- --------
Cash Flows from Investing Ac-
tivities:
Capital expenditures....... (3,026) (5,833) (6,986) (1,238) (2,335)
Proceeds from sale of
equipment................. 200 115 46 - -
Purchase of a company, net
of cash acquired.......... - - (2,994) - -
Net purchases of short-term
investments............... - - (2,028) - -
------- ------- -------- --------- --------
Net cash used in investing
activities................ (2,826) (5,718) (11,962) (1,238) (2,335)
------- ------- -------- --------- --------
Cash Flows from Financing Ac-
tivities:
Proceeds from issuance of
common stock.............. 205 1,038 386 50 64
Purchase of treasury stock. (44) - - - -
Income tax benefit from
stock options............. - 1,265 408 - -
Net decrease in short-term
debt...................... (500) - (175) - -
Proceeds from long-term
debt...................... 3,000 3,000 - - -
Principal payments of long-
term debt................. (530) (707) (793) (337) (200)
------- ------- -------- --------- --------
Net cash provided by (used
in) financing activities.. 2,131 4,596 (174) (287) (136)
------- ------- -------- --------- --------
Net Change in Cash and Cash
Equivalents................. 1,428 6,316 (571) 1,589 881
Cash and Cash Equivalents at
Beginning of Year........... 1,133 2,561 8,877 8,877 8,306
------- ------- -------- --------- --------
Cash and Cash Equivalents at
End of Year................. $ 2,561 $ 8,877 $ 8,306 $10,466 $ 9,187
======= ======= ======== ========= ========
Supplemental Disclosure of
Cash Flow Information:
Cash paid during the year
for:
Interest................. $ 690 $ 737 $ 652 $ 188 $ 145
Income taxes............. 539 2,165 4,808 355 600
</TABLE>
Supplemental Disclosure of Noncash Investing Activities: (See Note 2).
The accompanying notes are an integral part of these consolidated financial
statements.
F-6
<PAGE>
ALTRON INCORPORATED AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1994
(INCLUDING DATA APPLICABLE TO UNAUDITED PERIODS)
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BUSINESS
Altron Incorporated ("the Company") is a leading contract manufacturer of
interconnect products used in advanced electronic equipment. The Company
manufactures complex products in the mid-volume sector of the electronic
interconnect industry including custom-designed backplanes, surface mount
assemblies and total systems, as well as multilayer, high density printed
circuit boards. Altron's customers include a diversified base of manufacturers
in the telecommunications, data communications, computer, industrial and
medical systems segments of the electronics industry.
On June 9, 1994, Altron Systems Corporation, a wholly-owned subsidiary,
completed the acquisition of Astrio Corporation, a manufacturer of complex
surface mount assemblies. The acquisition has been accounted for as a purchase,
and the results of operations have been included in the accompanying
consolidated income statements from the date of acquisition.
FISCAL YEAR
The Company's fiscal year ends on the Saturday closest to December 31. In the
financial statements, "1992" refers to the year ended January 2, 1993; "1993"
refers to the year ended January 1, 1994; and "1994" refers to the year ended
December 31, 1994. Operations for fiscal year 1992 include 53 weeks while all
other years presented include 52 weeks.
INTERIM FINANCIAL STATEMENTS
In the opinion of management, these financial statements contain all
adjustments (consisting of normal recurring adjustments) which management
considers necessary for a fair presentation of the results for such periods.
The results of operations for the quarter ended April 1, 1995 are not
necessarily indicative of the results of operations for the full year.
PRINCIPLES OF CONSOLIDATION
The accompanying consolidated financial statements include the accounts of
the Company and Altron Systems Corporation, its wholly owned subsidiary. All
significant intercompany balances and transactions have been eliminated in
consolidation.
REVENUE RECOGNITION
The Company recognizes product sales upon shipment.
CASH AND CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS
The Company considers all highly liquid investment instruments purchased with
a maturity of three months or less to be cash equivalents. Short-term
investments are carried at cost, which approximates market value, and have
maturities of less than one year.
The Company adopted Statement of Financial Accounting Standards (SFAS) No.
115, "Accounting for Certain Investments in Debt and Equity Securities." This
statement addresses the accounting and reporting for investments in marketable
equity securities that have readily determinable fair values and for all
investments in debt securities.
The Company classifies its investment in commercial paper and short-term
treasury bills as held-to-maturity given the Company's intent and ability to
hold the securities to maturity. In accordance with the statement, held-to-
maturity securities are carried at amortized cost.
In October 1994, the Financial Accounting Standards Board issued SFAS No.
119, "Disclosure about Derivative Financial Instruments and Fair Value of
Financial Instruments", which is effective for fiscal years ending after
December 15, 1994. As of December 31, 1994, the Company had no financial
instruments requiring disclosure under SFAS No. 119.
F-7
<PAGE>
ALTRON INCORPORATED AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
DECEMBER 31, 1994
(INCLUDING DATA APPLICABLE TO UNAUDITED PERIODS)
NET INCOME PER COMMON AND COMMON EQUIVALENT SHARE
Net income per common and common equivalent share was computed based on the
weighted average number of common and common equivalent shares outstanding
during each year. Common equivalent shares include outstanding stock options.
Fully diluted net income per share has not been separately presented as it
would not be materially different from net income per share as presented.
(2) ACQUISITION
On June 9, 1994, Altron Systems Corporation, a wholly owned subsidiary,
completed the acquisition of Astrio Corporation, a manufacturer of complex
surface-mount assemblies, for $4,685,000 consisting of $3,000,000 cash and
$1,685,000 in Altron's common stock (167,108 shares). In addition, $1,565,000
in liabilities were assumed and related acquisition costs of $64,000 were
incurred.
The acquisition has been accounted for as a purchase, and the results of
operations of Altron Systems Corporation since June 9, 1994 have been included
in the accompanying consolidated income statements. The aggregate cost of the
acquisition exceeded the estimated fair value of the acquired net assets by
$4,154,000 which is being amortized on a straight-line basis over an estimated
useful life of 15 years. The allocation of the purchase price was based on the
fair value of the net assets acquired and is subject to adjustment. The Company
continually assesses whether a change in circumstances has occurred subsequent
to the acquisition that would indicate that the future useful life of the asset
(Costs in Excess of Net Assets of Acquired Company) should be revised. The
Company considers the future earnings potential of the original business in
assessing the recoverability of this asset.
The following table presents selected financial information for the Company
and its subsidiary on a proforma basis, assuming the companies had been
combined as of January 3, 1993. The proforma results are not necessarily
indicative of the actual results or future results of operations that would
have occurred had the acquisition been made on January 3, 1993.
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
JANUARY 1, 1994 DECEMBER 31, 1994
--------------- -----------------
(IN THOUSANDS, EXCEPT PER SHARE
DATA, UNAUDITED)
<S> <C> <C>
Net sales................................. $93,027 $107,149
Net income................................ 5,395 8,330
Net income per common and common equiva-
lent share............................... $0.64 $0.95
Weighted average common and common equiva-
lent shares outstanding.................. 8,413 8,728
</TABLE>
(3) INVENTORIES
Inventories are stated at the lower of cost (first-in, first-out method) or
market. Cost includes materials, labor and manufacturing overhead. Inventories
are summarized as follows:
<TABLE>
<CAPTION>
APRIL 1,
1993 1994 1995
------ ------- --------
(IN THOUSANDS)
<S> <C> <C> <C>
Raw materials..................................... $3,466 $ 5,120 $ 7,492
Work-in-process................................... 4,840 6,399 7,910
------ ------- -------
$8,306 $11,519 $15,402
====== ======= =======
</TABLE>
F-8
<PAGE>
ALTRON INCORPORATED AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
DECEMBER 31, 1994
(INCLUDING DATA APPLICABLE TO UNAUDITED PERIODS)
(4) PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are recorded at cost and consist of the
following:
<TABLE>
<CAPTION>
1993 1994
------- -------
(IN THOUSANDS)
<S> <C> <C>
Land..................................................... $ 465 $ 465
Buildings and improvements............................... 10,247 10,666
Equipment................................................ 30,537 36,237
------- -------
41,249 47,368
Less accumulated depreciation............................ 20,353 22,858
------- -------
$20,896 $24,510
======= =======
</TABLE>
The Company provides for depreciation using the straight-line method over the
estimated useful lives of 7 to 40 years for buildings and improvements and 3 to
8 years for equipment.
(5) INCOME TAXES
Effective January 3, 1993, the Company adopted SFAS No. 109, "Accounting for
Income Taxes," which requires the liability method of accounting. This
accounting change had no material effect on net income or net worth.
The provision for income taxes shown in the accompanying statements of income
consists of the following (in thousands):
<TABLE>
<CAPTION>
1992 1993 1994
---- ------ ------
<S> <C> <C> <C>
Federal:
Current................................................ $541 $2,612 $4,100
Deferred............................................... 79 78 286
---- ------ ------
620 2,690 4,386
---- ------ ------
State:
Current................................................ 186 708 1,167
Deferred............................................... 12 47 80
---- ------ ------
198 755 1,247
---- ------ ------
Provision for income taxes............................... $818 $3,445 $5,633
==== ====== ======
</TABLE>
The Company had federal and state income taxes currently payable of $81,000
and $154,000 at January 1, 1994 and December 31, 1994, respectively.
A reconciliation of the Company's effective income tax rate and the statutory
federal income tax rate is as follows:
<TABLE>
<CAPTION>
1992 1993 1994
---- ---- ----
<S> <C> <C> <C>
Federal statutory tax rate................................. 34.0% 34.0% 34.0%
State income taxes, net of federal tax benefit............. 6.3 5.8 5.8
Other, net................................................. (.5) .2 .2
---- ---- ----
Effective tax rate......................................... 39.8% 40.0% 40.0%
==== ==== ====
</TABLE>
F-9
<PAGE>
ALTRON INCORPORATED AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
DECEMBER 31, 1994
(INCLUDING DATA APPLICABLE TO UNAUDITED PERIODS)
The tax effects of temporary differences included in other current assets as
of January 1, 1994 are $420,000 for inventory and receivables, $533,000 for
accruals, $72,000 for non-qualified stock options and $120,000 for other net
differences. The temporary differences as of December 31, 1994 are $555,000 for
inventory and receivables, $615,000 for accruals, $72,000 for non-qualified
stock options and $37,000 for other net differences.
Deferred income taxes as of January 1, 1994 and December 31, 1994 are
$3,561,000 and $4,044,000, respectively, and resulted principally from the
difference between book and tax depreciation methods.
For 1993 and 1994, the Company realized tax benefits of $1,265,000 and
$408,000, respectively, for disqualifying dispositions of stock options
exercised which are deemed compensation for tax purposes. For financial
reporting purposes, the benefit is accounted for as a credit to paid-in capital
rather than as a reduction of income tax expense.
(6) LONG AND SHORT-TERM DEBT
Long-term debt consists of the following (in thousands):
<TABLE>
<CAPTION>
1993 1994
------- ------
<S> <C> <C>
Ten-year real estate mortgage note........................... $ 5,043 $4,892
Unsecured term loans......................................... 5,100 4,500
Other........................................................ - 59
------- ------
10,143 9,451
Less current portion......................................... 738 805
------- ------
Long-term debt............................................... $ 9,405 $8,646
======= ======
</TABLE>
Maturities of long-term debt are as follows (in thousands):
<TABLE>
<CAPTION>
FISCAL YEAR
-----------
<S> <C>
1995............................................................. $ 805
1996............................................................. 3,769
1997............................................................. 4,877
------
$9,451
======
</TABLE>
TEN-YEAR REAL ESTATE MORTGAGE NOTE
In October 1993, the Company renegotiated its ten-year, first mortgage note
with a bank. Under the amended terms, the loan is payable in monthly
installments of principal and interest of $37,300 at a fixed interest rate of
5.97% for three years, at which time the interest rate will be renegotiated.
The Company's facility, located in Wilmington, Massachusetts, is the security
for this loan.
UNSECURED TERM LOANS
On May 29, 1992, the Company borrowed $3,000,000 under a five-year, unsecured
term loan agreement with quarterly principal payments of $150,000 and monthly
interest payable at 7.5%. On September 15, 1993, the Company borrowed a
$3,000,000 three-year unsecured term loan at an interest rate of 5.8% payable
monthly, and principal payable on September 15, 1996, under an amendment to its
term loan agreement with its bank. The term loan agreement contains provisions
that the Company maintain certain financial ratios and covenants which the
Company met as of January 1, 1994, December 31, 1994 and April 1, 1995.
F-10
<PAGE>
ALTRON INCORPORATED AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
DECEMBER 31, 1994
(INCLUDING DATA APPLICABLE TO UNAUDITED PERIODS)
SHORT-TERM DEBT
The Company has an unsecured line of credit with its bank of $5,000,000 at
the bank's prime rate. There were no borrowings outstanding under the line of
credit and the entire line was available at January 1, 1994, December 31, 1994
and April 1, 1995.
(7) OPERATING LEASES
The Company leases computer equipment under noncancelable operating leases.
Rental expense for computer leases was $33,000 in 1992, $37,000 in 1993 and
$14,000 in 1994.
The Company rents manufacturing space under lease agreements. Aggregate
minimum lease payments under the leases at December 31, 1994 are $342,000,
$432,000, $552,000, $566,000 and $582,000 for each of the years 1995 through
1999, respectively, and $899,000 thereafter. Rental expense under the leases
was $103,000 in 1992, $120,000 in 1993 and $210,000 in 1994.
(8) STOCKHOLDERS' INVESTMENT
On August 3, 1993, the Board of Directors declared a three-for-two stock
split of its common stock, effected as a 50% stock dividend, to shareholders of
record on August 16, 1993 and distributed September 3, 1993. On January 5,
1995, the Board of Directors declared a three-for-two stock split of its common
stock effected as a 50% stock dividend to shareholders of record on January 20,
1995 and distributed February 10, 1995. Share quantities and related per share
amounts have been retroactively restated to reflect the stock splits.
On February 10, 1995, the Board of Directors adopted a resolution to increase
the authorized shares of common stock outstanding from 10,000,000 shares to
30,000,000 shares with a par value of $.05 per share. The proposal will be
submitted for approval by the stockholders at a special meeting scheduled to be
held March 31, 1995.
PREFERRED STOCK
The stockholders approved the authorization of 1,000,000 shares of preferred
stock, $1 par value, on February 14, 1984. The preferred stock is divisible and
issuable into one or more series. The rights and preferences of the different
series may be established by the Board of Directors without further action by
the stockholders. The Board of Directors is authorized, with respect to each
series, to fix and determine, among other things: (i) the dividend rate, (ii)
the liquidation preference, (iii) whether or not such shares will be
convertible into, or exchangeable for, any other securities and (iv) whether or
not such shares will have voting rights and, if so, the conditions under which
such shares will vote as a separate class.
STOCK OPTIONS
The 1981 Stock Option Plan provided for incentive stock options granted at
fair market value at the date of grant and nonqualified stock options granted
at prices determined by the Board of Directors. All options under the plan are
exercisable over a five-year period and expire 10 years from the date of grant.
In December 1991, this plan terminated and at December 31, 1994, 64,200 shares
were reserved.
The 1991 Stock Option Plan includes incentive stock options granted at fair
market value at the date of grant and nonqualified stock options granted at
prices determined by a committee of the Board of Directors.
F-11
<PAGE>
ALTRON INCORPORATED AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
DECEMBER 31, 1994
(INCLUDING DATA APPLICABLE TO UNAUDITED PERIODS)
All options are exercisable over a five-year period, commencing 12 months from
the date of grant unless accelerated and expire 10 years from the date of
grant. On May 19, 1994 the stockholders approved an increase in the total
number of shares of common stock reserved for issuance under the Plan to
1,200,000. At December 31, 1994, 901,575 shares of common stock were reserved
for issuance.
The 1989 Nonqualified Stock Option Plan for Non-Employee Directors provided
for options exercisable over five years commencing 12 months from the date of
grant and expiring 10 years from the date of grant. At December 31, 1994,
18,000 shares were reserved.
The 1992 and 1993 Stock Option Plans for Non-Employee Directors provided for
options exercisable over a two year period from the date of grant and expiring
10 years from the date of grant. The 1993 Stock Option Plan for Non-Employee
Directors was approved by the stockholders on May 19, 1994. At December 31,
1994, 67,500 and 75,000 shares were reserved for the 1992 and 1993 Plans,
respectively.
The following table summarizes the stock option activity for the three-year
period ended December 31, 1994 (restated for the stock splits):
<TABLE>
<CAPTION>
INCENTIVE NONQUALIFIED
STOCK OPTIONS STOCK OPTIONS
----------------------- ---------------------
OPTION PRICE OPTION PRICE
SHARES PER SHARE SHARES PER SHARE
-------- ------------- ------- ------------
<S> <C> <C> <C> <C> <C>
Outstanding at December 28,
1991........................ 803,475 $1.22- $ 2.67 50,625 $1.67-$2.22
Granted..................... 272,250 1.83- 2.83 33,750 1.67- 2.11
Exercised................... (67,500) 1.22- 2.17 (33,750) 1.67- 2.11
Canceled.................... (51,750) 2.11- 2.83 - -
-------- -------
Outstanding at January 2,
1993........................ 956,475 1.22- 2.83 50,625 1.67- 2.22
Granted..................... 280,500 3.22- 8.92 78,750 1.83- 6.61
Exercised................... (508,275) 1.22- 2.83 (18,000) 1.67- 2.22
Canceled.................... (37,800) 1.22- 1.83 - -
-------- -------
Outstanding at January 1,
1994........................ 690,900 1.22- 8.92 111,375 1.67- 6.61
Granted..................... 149,250 8.50- 13.17 45,000 7.08
Exercised................... (128,025) 1.53- 3.67 (20,475) 1.67- 6.61
Canceled.................... (28,575) 1.83- 7.08 (5,400) 6.61
-------- -------
Outstanding at December 31,
1994........................ 683,550 $1.22- $13.17 130,500 $1.83-$7.08
======== =======
Exercisable at December 31,
1994........................ 235,980 $1.22- $ 8.92 75,600 $1.83-$3.67
======== =======
</TABLE>
Options outstanding at December 31, 1994 expire between April 2, 1996 and
December 12, 2004.
Compensation on nonqualified stock options granted during 1993 amounted to
$179,000. All options granted in 1994 were at fair market value.
EMPLOYEE STOCK PURCHASE PLAN
The Company maintains an Employee Stock Purchase Plan which provides for two
purchase periods during the Company's fiscal year. The purchase price of shares
under the Plan is 90% of the lower of the fair market value at the beginning
and the end of the period. Substantially all employees with more than one year
of service are eligible to participate in the Plan. At December 31, 1994,
147,915 shares of common stock were reserved for issuance.
F-12
<PAGE>
ALTRON INCORPORATED AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
DECEMBER 31, 1994
(INCLUDING DATA APPLICABLE TO UNAUDITED PERIODS)
(9) OTHER INCOME
Other income consists of interest income of $13,000, $218,000 and $351,000
for the years ended 1992, 1993 and 1994, respectively and other income
(expense), net of $95,000, $(109,000) and $(90,000) for these respective years.
(10) INTEREST EXPENSE
Interest expense was $709,000, $710,000 and $654,000 for the years ended
1992, 1993 and 1994, respectively, of which $96,000, $128,000 and $80,000 was
capitalized to property, plant and equipment.
(11) SIGNIFICANT CUSTOMERS
For 1992, no customer accounted for 10% or more of net sales. One customer,
Motorola Inc., accounted for 13% of net sales for 1993 and 1994. For the three
month periods ended April 2, 1994 and April 1, 1995 one customer, Motorola
Inc., accounted for 14% and 17% of net sales.
(12) EMPLOYEE BENEFIT PLAN
The Altron Savings and Investment Plan allows all full-time employees with at
least one year of service with the Company to participate. Plan participants
elect to have contributions made to the Plan under Section 401(k) of the
Internal Revenue Code. Company contributions become vested at the rate of 20%
for each year of service with the Company. Annual Company contributions to the
plan are at the discretion of the Board of Directors and are discretionary in
amount. The Company contributed approximately $134,000, $150,000 and $230,000
for the years 1992, 1993 and 1994.
The Company does not provide post-retirement benefits. Accordingly SFAS No.
106 "Accounting for Post-Retirement Benefits Other Than Pensions" has no impact
upon the Company. The Company does not provide benefits for periods after
employment but prior to retirement. Accordingly, SFAS No. 112 "Employers'
Accounting for Postemployment Benefits" has no impact upon the Company.
(13) QUARTERLY RESULTS (UNAUDITED)
The following summarized unaudited results of operations for the fiscal
quarters in the years ended January 1, 1994 and December 31, 1994 have been
accounted for using generally accepted accounting principles for interim
reporting purposes and include adjustments (consisting of normal recurring
adjustments) which the Company considers necessary for the fair presentation of
results for these interim periods:
<TABLE>
<CAPTION>
FIRST SECOND THIRD FOURTH FISCAL
QUARTER QUARTER QUARTER QUARTER YEAR
------- ------- ------- ------- --------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
1993
Net sales........................... $20,580 $21,230 $20,056 $21,540 $ 83,406
Gross profit........................ 3,540 4,115 4,158 4,573 16,386
Net income.......................... 875 1,280 1,402 1,603 5,160
Net income per share................ 0.11 0.16 0.17 0.19 0.63
1994
Net sales........................... $23,007 $25,372 $26,682 $29,141 $104,202
Gross profit........................ 5,100 5,670 5,799 6,472 23,041
Net income.......................... 1,825 2,070 2,107 2,448 8,450
Net income per share................ 0.21 0.24 0.24 0.28 0.98
</TABLE>
F-13
<PAGE>
ALTRON provides its customers with
custom design, advanced technology,
service oriented manufacturing and
total quality assurance. The
Company's concentration on more
complex electronic interconnect
products requires a substantial
capital investment in advanced
equipment and continued
introduction of new manufacturing
processes.
Operator Viewing
Computer Screen
Comprehensive systems-level design services
Picture #1
(Excellon System 2000
Drill Machine)
Advanced drilling system
Picture #3
(Siemens Surface
Mount Machines)
Automated surface mount assembly
Picture #4
(Altron Systems Corp.
Gen Rad 2286
Test Equipment)
High reliability testing
<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY IN-
FORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS AND, IF GIVEN
OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY, THE SELLING STOCKHOLDER OR ANY OF THE
UNDERWRITERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SO-
LICITATION OF ANY OFFER TO BUY ANY SECURITY OTHER THAN THE SHARES OF COMMON
STOCK OFFERED BY THIS PROSPECTUS, NOR DOES IT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF ANY OFFER TO BUY THE SHARES OF COMMON STOCK BY ANYONE IN ANY
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN
WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO,
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, UN-
DER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED
HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.
---------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary........................................................ 3
Risk Factors.............................................................. 5
Use of Proceeds........................................................... 9
Price Range of Common Stock............................................... 9
Dividend Policy........................................................... 9
Capitalization............................................................ 10
Selected Consolidated Financial Data...................................... 11
Management's Discussion and Analysis of Financial Condition and Results of
Operations............................................................... 12
Business.................................................................. 16
Management................................................................ 24
Principal and Selling Stockholders........................................ 26
Description of Capital Stock.............................................. 27
Shares Eligible For Future Sale........................................... 29
Underwriting.............................................................. 30
Legal Matters............................................................. 31
Experts................................................................... 31
Additional Information.................................................... 31
Incorporation of Certain Documents by Reference........................... 32
Index to Consolidated Financial Statements................................ F-1
</TABLE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
1,200,000 Shares
[ALTRON INCORPORATED LOGO]
Common Stock
-----------
PROSPECTUS
-----------
PRUDENTIAL SECURITIES INCORPORATED
NEEDHAM & COMPANY, INC.
May , 1995
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The expenses in connection with the issuance and distribution of the
securities being registered hereby, other than the underwriting discounts and
commissions, to be paid by the Company, are estimated as follows:
<TABLE>
<S> <C>
Registration fee under Securities Act......................... $ 7,435.40
National Association of Securities Dealers, Inc. filing fee... 2,656.00
Legal fees and expenses....................................... 75,000.00
Accounting fees and expenses.................................. 50,000.00
Blue Sky fees and expenses (including legal fees)............. 15,000.00
Printing and engraving expenses............................... 70,000.00
Transfer agent fees and expenses.............................. 15,000.00
Miscellaneous................................................. 14,908.60
-----------
Total..................................................... $250,000.00
===========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 67 of Chapter 156B of the Massachusetts Business Corporation Law,
which is applicable to the Company, provides as follows:
Indemnification of directors, officers, employees and other agents of a
corporation, and persons who serve at its request as directors, officers,
employees or other agents of another organization, or who serve at its request
in any capacity with respect to any employee benefit plan, may be provided by
it to whatever extent shall be specified in or authorized by (i) the articles
of organization or (ii) a by-law adopted by the stockholders or (iii) a vote
adopted by the holders of a majority of the shares of stock entitled to vote on
the election of directors. Except as the articles of organization or by-laws
otherwise require, indemnification of any persons referred to in the preceding
sentence who are not directors of the corporation may be provided by it to the
extent authorized by the directors. Such indemnification may include payment by
the corporation of expenses incurred in defending a civil or criminal action or
proceeding in advance of the final disposition of such action or proceeding,
upon receipt of an undertaking by the person indemnified to repay such payment
if he shall be adjudicated to be not entitled to indemnification under this
section which undertaking may be accepted without reference to the financial
ability of such person to make repayment. Any such indemnification may be
provided although the person to be indemnified is no longer an officer,
director, employee or agent of the corporation or of such other organization or
no longer serves with respect to any such employee benefit plan.
No indemnification shall be provided for any person with respect to any
matter as to which he shall have been adjudicated in any proceeding not to have
acted in good faith in the reasonable belief that his action was in the best
interest of the corporation or to the extent that such matter relates to
service with respect to an employee benefit plan, in the best interests of the
participants or beneficiaries of such employee benefit plan.
The absence of any express provision for indemnification shall not limit any
right of indemnification existing independently of this section.
A corporation shall have power to purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee or other agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or other agent of another organization or with
respect to any
II-1
<PAGE>
employee benefit plan, against any liability incurred by him in any such
capacity, or arising out of his status as such, whether or not the corporation
would have the power to indemnify him against such liability.
In addition, pursuant to its Articles of Organization and By-Laws, the
Company shall indemnify its directors and officers against expenses (including
judgments or amounts paid in settlement) incurred in any action, civil or
criminal, to which any such person is a party by reason of any alleged act or
failure to act in his capacity as such, except as to a matter as to which such
director or officer shall have been finally adjudged not to have acted in good
faith in the reasonable belief that his action was in the best interest of the
Company.
ITEM 16. EXHIBITS
(a) Exhibits: The following is a list of exhibits filed as part of the
Registration Statement:
<TABLE>
<CAPTION>
NUMBER DESCRIPTION
------ -----------
<C> <S>
1.1 Form of Underwriting Agreement.
3.1 Articles of Organization of Altron Incorporated, as amended.
5.1 Opinion of Hutchins, Wheeler & Dittmar, A Professional Corporation.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Hutchins, Wheeler & Dittmar, A Professional Corporation
(included in the opinion filed as Exhibit 5.1 hereto).
24.1 Power of Attorney (included on the signature page of this
Registration Statement).
</TABLE>
ITEM 17. UNDERTAKINGS.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the issuer in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
The undersigned registrant hereby undertakes that:
1. For the purpose of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
2. For purposes of determining any liability under the Securities Act of
1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide public offering thereof.
II-2
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF BOSTON, COMMONWEALTH OF MASSACHUSETTS, ON THE 11TH
DAY OF MAY, 1995.
ALTRON INCORPORATED
/s/ Samuel Altschuler
By: _________________________________
Samuel Altschuler,
President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS THAT EACH PERSON WHOSE SIGNATURE APPEARS BELOW
CONSTITUTES AND APPOINTS SAMUEL ALTSCHULER AND BURTON DOO, AND EACH OF THEM,
WITH THE POWER TO ACT WITHOUT THE OTHER, HIS TRUE AND LAWFUL ATTORNEY-IN-FACT
AND AGENT, WITH FULL POWER OF SUBSTITUTION AND RESUBSTITUTION, FOR HIM OR IN
HIS NAME, PLACE AND STEAD, IN ANY AND ALL CAPACITIES TO SIGN ANY AND ALL
AMENDMENTS OR POST-EFFECTIVE AMENDMENTS TO THIS REGISTRATION STATEMENT, AND TO
FILE THE SAME, WITH ALL EXHIBITS THERETO, AND OTHER DOCUMENTS IN CONNECTION
THEREWITH, WITH THE SECURITIES AND EXCHANGE COMMISSION, GRANTING UNTO SAID
ATTORNEY-IN-FACT AND AGENTS, AND EACH OF THEM, FULL POWER AND AUTHORITY TO DO
AND PERFORM EACH AND EVERY ACT AND THING REQUISITE OR NECESSARY TO BE DONE IN
AND ABOUT THE PREMISES, AS FULLY TO ALL INTENTS AND PURPOSES AS HE MIGHT OR
COULD DO IN PERSON, HEREBY RATIFYING AND CONFIRMING ALL THAT SAID ATTORNEY-IN-
FACT AND AGENTS OR EITHER OF THEM, OR THEIR OR HIS SUBSTITUTES, MAY LAWFULLY DO
OR CAUSE TO BE DONE BY VIRTUE HEREOF.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE
DATES INDICATED.
SIGNATURE TITLE(S) DATE
--------- -------- -----
/s/ Samuel Altschuler Chairman of the May 11, 1995
_____________________________________ Board of Directors
SAMUEL ALTSCHULER and President
(principal executive
officer)
/s/ Burton Doo Executive Vice May 11, 1995
_____________________________________ President and
BURTON DOO Director
/s/ Peter D. Brennan Vice President, May 11, 1995
_____________________________________ Chief Financial
PETER D. BRENNAN Officer and
Treasurer (principal
financial and
accounting officer)
/s/ Anthony J. Medaglia, Jr. Director May 11, 1995
_____________________________________
ANTHONY J. MEDAGLIA, JR.
/s/ Daniel A. Cronin, Jr. Director May 11, 1995
_____________________________________
DANIEL A. CRONIN, JR.
/s/ Thomas M. Claflin, II Director May 11, 1995
_____________________________________
THOMAS M. CLAFLIN, II
II-3
<PAGE>
EXHIBITS
<TABLE>
<CAPTION>
NUMBER DESCRIPTION PAGE
------ ----------- ----
<C> <S> <C>
1.1 Form of Underwriting Agreement.
3.1 Articles of Organization of Altron Incorporated, as amended.
5.1 Opinion of Hutchins, Wheeler & Dittmar, A Professional
Corporation.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Hutchins, Wheeler & Dittmar, A Professional
Corporation (included in the opinion filed as Exhibit 5.1
hereto).
24.1 Power of Attorney (included on the signature page of this
Registration Statement).
</TABLE>
<PAGE>
EXHIBIT 1.1
DRAFT 5/10/95
-------------
Altron Incorporated
1,200,000 Shares/1/
Common Stock
UNDERWRITING AGREEMENT
----------------------
May __, 1995
PRUDENTIAL SECURITIES INCORPORATED
NEEDHAM & COMPANY, INC.
As Representatives of the several Underwriters
c/o Prudential Securities Incorporated
One Seaport Plaza
New York, New York 10292
Dear Sirs:
Altron Incorporated, a Massachusetts corporation (the "Company"), and
Samuel Altschuler, a stockholder of the Company (the "Selling Stockholder"),
hereby confirm their agreement with the several underwriters named in Schedule 1
hereto (the "Underwriters"), for whom you have been duly authorized to act as
representatives (in such capacities, the "Representatives"), as set forth below.
If you are the only Underwriters, all references herein to the Representatives
shall be deemed to be to the Underwriters.
1. Securities. Subject to the terms and conditions herein contained, the
----------
Company proposes to issue and sell to the several Underwriters an aggregate of
1,100,000 shares (the "Company's Firm Securities") of the Company's Common
Stock, par value $.05 per share ("Common Stock"), and the Selling Stockholder
proposes to sell to the several Underwriters an aggregate of 100,000 shares of
Common Stock (the "Selling Stockholder's Firm Securities"). Collectively the
Company's Firm Securities and the Selling Stockholder's Firm Securities are
hereinafter referred to as the "Firm Securities." The Company also proposes to
issue and sell to the several Underwriters not more than 180,000 additional
shares of Common Stock if requested by the Representatives as provided in
Section 3 of this Agreement. Any and all shares of Common Stock to be purchased
by the Underwriters pursuant to such option are referred to herein as the
"Option Securities", and the Firm Securities and any Option Securities are
collectively referred to herein as the "Securities".
- --------------------
/1/ Plus an option to purchase from the Company up to 180,000 additional shares
to cover over-allotments.
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2. Representations and Warranties.
------------------------------
(a) The Company and the Selling Stockholder, jointly and severally,
represent and warrant to, and agree with, each of the several Underwriters that:
(i) The Company meets the requirements for use of Form S-3
under the Securities Act of 1933, as amended (the "Act"). A registration
statement on such Form (File No. 33-58287) with respect to the Securities,
including a prospectus subject to completion, has been filed by the Company
with the Securities and Exchange Commission (the "Commission") under the Act,
and one or more amendments to such registration statement may have been so
filed. After the execution of this Agreement, the Company will file with the
Commission either (A) if such registration statement, as it may have been
amended, has been declared by the Commission to be effective under the Act, a
prospectus in the form most recently included in an amendment to such
registration statement (or, if no such amendment shall have been filed, in
such registration statement), with such changes or insertions as are required
by Rule 430A under the Act or permitted by Rule 424(b) under the Act and as
have been provided to and approved by the Representatives prior to the
execution of this Agreement, or (B) if such registration statement, as it may
have been amended, has not been declared by the Commission to be effective
under the Act, an amendment to such registration statement, including a form
of prospectus, a copy of which amendment has been furnished to and approved
by the Representatives prior to the execution of this Agreement. As used in
this Agreement, the term "Registration Statement" means such registration
statement, as amended at the time when it was or is declared effective,
including (1) all financial schedules and exhibits thereto, (2) all documents
incorporated by reference therein filed under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and (3) any information omitted
therefrom pursuant to Rule 430A under the Act and included in the Prospectus
(as hereinafter defined); the term "Preliminary Prospectus" means each
prospectus subject to completion filed with such registration statement or
any amendment thereto (including the prospectus subject to completion, if
any, included in the Registration Statement or any amendment thereto at the
time it was or is declared effective), including all documents incorporated
by reference therein filed under the Exchange Act; and the term "Prospectus"
means the prospectus first filed with the Commission pursuant to Rule 424(b)
under the Act or, if no prospectus is required to be filed pursuant to said
Rule 424(b), such term means the prospectus included in the Registration
Statement, in either case including all documents incorporated by reference
therein filed under the Exchange Act. Any reference in this Agreement to an
"amendment or supplement" to any Preliminary Prospectus or the Prospectus or
any "amendment" to any registration statement (including the Registration
Statement) shall be deemed to include any document incorporated by reference
therein that is filed with the Commission under the Exchange Act after the
date of such Preliminary Prospectus, Prospectus or registration statement, as
the case may be. For purposes of the preceding sentence, any reference to the
"effective date" of an amendment to a registration statement shall, if such
amendment is effected by means of the filing with the Commission under the
Exchange Act of a document incorporated by reference in such registration
statement, be deemed to refer to the date on which such document was so filed
with the Commission .
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<PAGE>
(ii) The Commission has not issued any order preventing or
suspending the use of any Preliminary Prospectus. When any Preliminary
Prospectus and any amendment or supplement thereto was filed with the
Commission, it (A) contained all statements required to be stated therein in
accordance with, and complied in all material respects with the requirements
of, the Act, the Exchange Act and the respective rules and regulations of
Commission thereunder, and (B) did not include any untrue statement of a
material fact or omit to state any material fact necessary in order to make
the statements therein, in the light of the circumstances under which they
were made, not misleading. When the Registration Statement or any amendment
thereto was or is declared effective, it (A) contained or will contain all
statements required to be stated therein in accordance with, and complied or
will comply in all material respects with the requirements of, the Act, the
Exchange Act and the respective rules and regulations of the Commission
thereunder and (B) did not or will not include any untrue statement of a
material fact or omit to state any material fact necessary to make the
statements therein not misleading. When the Prospectus or any amendment or
supplement thereto is filed with the Commission pursuant to Rule 424(b) (or,
if the Prospectus or such amendment or supplement is not required to be so
filed, when the Registration Statement or the amendment thereto containing
such amendment or supplement to the Prospectus was or is declared effective),
on the date when the Prospectus is otherwise amended or supplemented and on
the Firm Closing Date and any Option Closing Date (both as hereinafter
defined), the Prospectus, as amended or supplemented at any such time, (A)
contained or will contain all statements required to be stated therein in
accordance with, and complied or will comply in all material respects with
the requirements of, the Act, the Exchange Act and the respective rules and
regulations of the Commission thereunder and (B) did not or will not include
any untrue statement of a material fact or omit to state any material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading. The foregoing
provisions of this paragraph (ii) do not apply to statements or omissions
made in any Preliminary Prospectus or any amendment thereto or supplement
thereto, the Registration Statement or any amendment thereto or the
Prospectus or any amendment or supplement thereto in reliance upon and in
conformity with written information furnished to the Company by any
Underwriter through the Representatives specifically for use therein.
(iii) The Company and each of its subsidiaries have been duly
organized and are validly existing as corporations in good standing under the
laws of their respective jurisdictions of incorporation and are duly
qualified to transact business as foreign corporations and are in good
standing under the laws of all other jurisdictions where the ownership or
leasing of their respective properties or the conduct of their respective
businesses requires such qualification, except where the failure to be so
qualified does not amount to a material liability or disability to the
Company and its subsidiaries, taken as a whole.
(iv) The Company and each of its subsidiaries have full power
(corporate and other) to own or lease their respective properties and conduct
their respective businesses as described in the Registration Statement and
the Prospectus or, if the Prospectus is not in existence, the most recent
Preliminary Prospectus; and the Company has full power (corporate and other)
to enter into this Agreement and to carry out all the terms and provisions
hereof to be carried out by it.
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<PAGE>
(v) The issued shares of capital stock of each of the Company's
subsidiaries have been duly authorized and validly issued, are fully paid and
nonassessable and are owned beneficially by the Company free and clear of any
security interests, liens, encumbrances, equities or claims.
(vi) The Company has an authorized, issued and outstanding
capitalization as set forth in the Prospectus or, if the Prospectus is not in
existence, the most recent Preliminary Prospectus. All of the issued shares
of capital stock of the Company have been duly authorized and validly issued
and are fully paid and nonassessable. The Firm Securities and the Option
Securities have been duly authorized and at the Firm Closing Date or the
related Option Closing Date (as the case may be), after payment therefor in
accordance herewith, will be validly issued, fully paid and nonassessable. No
holders of outstanding shares of capital stock of the Company are entitled as
such to any preemptive or other rights to subscribe for any of the
Securities, and no holder of securities of the Company has any right which
has not been fully exercised or waived to require the Company to register the
offer or sale of any securities owned by such holder under the Act or to
include such securities in the Registration Statement covering the public
offering contemplated by this Agreement.
(vii) The capital stock of the Company conforms to the
description thereof contained in the Prospectus or, if the Prospectus is not
in existence, the most recent Preliminary Prospectus. Except as disclosed in
the Prospectus (or, if the Prospectus is not in existence, the most recent
Preliminary Prospectus), as of the date hereof there are no outstanding (A)
securities or obligations of the Company or any of its subsidiaries
convertible into or exchangeable for any capital stock of the Company or any
such subsidiary, (B) warrants, rights or options to subscribe for or purchase
from the Company or any such subsidiary any such capital stock or any such
convertible or exchangeable securities or obligations, or (C) obligations of
the Company or any such subsidiary to issue any shares of capital stock, any
such convertible or exchangeable securities or obligations, or any such
warrants, rights or options.
(viii) The consolidated financial statements and schedules of the
Company and its consolidated subsidiaries included in the Registration
Statement and the Prospectus (or, if the Prospectus is not in existence, the
most recent Preliminary Prospectus) fairly present the financial position of
the Company and its consolidated subsidiaries and the results of operations
and changes in financial condition as of the dates and periods therein
specified. Such financial statements and schedules have been prepared in
accordance with generally accepted accounting principles (except, in the case
of unaudited interim financial statements, for normal recurring adjustments)
consistently applied throughout the periods involved (except as otherwise
noted therein). The selected financial data set forth under the caption
"Selected Consolidated Financial Data" in the Prospectus (or, if the
Prospectus is not in existence, the most recent Preliminary Prospectus),
in the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994, and in the Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended April 1, 1995 fairly present, on the basis stated in the
Prospectus (or such Preliminary Prospectus), such Annual Report and such
Quarterly Report, the information included therein.
4
<PAGE>
(ix) Arthur Andersen LLP, who have audited financial statements
of the Company and its consolidated subsidiaries for the years ended December
31, 1994, January 1, 1994 and January 2, 1993 and delivered their report with
respect to the audited consolidated financial statements and schedules for
such years included in the Registration Statement and the Prospectus (or, if
the Prospectus is not in existence, the most recent Preliminary Prospectus),
are independent public accountants as required by the Act, the Exchange Act
and the related published rules and regulations thereunder.
(x) The execution and delivery of this Agreement have been duly
authorized by the Company and this Agreement has been duly executed and
delivered by the Company, and is the valid and binding agreement of the
Company, enforceable against the Company in accordance with its terms.
(xi) No legal or governmental proceedings are pending to which
the Company or any of its subsidiaries is a party or to which the property of
the Company or any of its subsidiaries is subject that are required to be
described in the Registration Statement or the Prospectus and are not
described therein (or, if the Prospectus is not in existence, the most recent
Preliminary Prospectus), and no such proceedings have been threatened against
the Company or any of its subsidiaries or with respect to any of their
respective properties; no contract or other document is required to be
described in the Registration Statement or the Prospectus or to be filed as
an exhibit to the Registration Statement that is not described therein (or,
if the Prospectus is not in existence, the most recent Preliminary
Prospectus) or filed as required; and no contract or other document is
required to be described in, or to be filed as an exhibit to, any documents
filed under the Exchange Act (or portions thereof), which are incorporated by
reference in the Registration Statement, that are not described therein or
filed as required.
(xii) The issuance, offering and sale of the Securities to the
Underwriters by the Company pursuant to this Agreement, the compliance by the
Company with the other provisions of this Agreement and the consummation of
the other transactions herein contemplated do not (A) require the consent,
approval, authorization, registration or qualification of or with any
governmental authority, except such as have been obtained, such as may be
required by the National Association of Securities Dealers, Inc. or under
state securities or blue sky laws and, if the registration statement filed
with respect to the Securities (as amended) is not effective under the Act as
of the time of execution hereof, such as may be required (and shall be
obtained as provided in this Agreement) under the Act, or (B) conflict with
or result in a breach or violation of any of the terms and provisions of, or
constitute a default under, any indenture, mortgage, deed of trust, lease or
other agreement or instrument to which the Company or any of its subsidiaries
is a party or by which the Company or any of its subsidiaries or any of their
respective properties are bound, or the charter documents or by-laws of the
Company or any of its subsidiaries, or any statute or any judgment, decree,
order, rule or regulation of any court or other governmental authority or any
arbitrator applicable to the Company or any of its subsidiaries.
(xiii) The Company has not, directly or indirectly, (A) taken any
action designed to cause or to result in, or that has constituted or which
might reasonably be expected to constitute, the stabilization or manipulation
of the price of any security of the
5
<PAGE>
Company to facilitate the sale or resale of the Securities or (B) since the
filing of the Registration Statement (1) sold, bid for, purchased, or paid
anyone any compensation for soliciting purchases of, the Securities or (2)
paid or agreed to pay to any person any compensation for soliciting another
to purchase any other securities of the Company (except for the sale of
Securities by the Selling Stockholder under this Agreement).
(xiv) Subsequent to the respective dates as of which information
is given in the Registration Statement and the Prospectus (or, if the
Prospectus is not in existence, the most recent Preliminary Prospectus), (A)
the Company and its subsidiaries have not incurred any material liability or
obligation, direct or contingent, nor entered into any material transaction
not in the ordinary course of business; (B) the Company has not purchased any
of its outstanding capital stock, nor declared, paid or otherwise made any
dividend or distribution of any kind of its capital stock; and (C) there has
not been any material change in the capital stock, short-term or long-term
debt of the Company and its consolidated subsidiaries, except in each case as
described in or contemplated by the Prospectus (or, if the Prospectus is not
in existence, the most recent Preliminary Prospectus).
(xv) The Company and each of its subsidiaries have good and
marketable title in fee simple to all items of real property and marketable
title to all personal property owned by each of them, in each case free and
clear of any security interests, liens, encumbrances, equities, claims and
other defects, except such as do not materially and adversely affect the
value of such property and do not interfere with the use made or proposed to
be made of such property by the Company or such subsidiary, and any real
property and buildings held under lease by the Company or any such subsidiary
are held under valid, subsisting and enforceable leases, with such exceptions
as are not material and do not interfere with the use made or proposed to be
made of such property and buildings by the Company or such subsidiary, in
each case except as described in or contemplated by the Prospectus (or, if
the Prospectus is not in existence, the most recent Preliminary Prospectus).
(xvi) No labor dispute with the employees of the Company or any
of its subsidiaries exists or is threatened or imminent that could result in
a material adverse change in the condition (financial or otherwise), business
prospects, net worth or results of operations of the Company and its
subsidiaries, except as described in or contemplated by the Prospectus (or,
if the Prospectus is not in existence, the most recent Preliminary
Prospectus).
(xvii) The Company and its subsidiaries own or possess, or can
acquire on reasonable terms, all material patents, patent applications,
trademarks, service marks, trade names, licenses, copyrights and proprietary
or other confidential information currently employed by them in connection
with their respective businesses, and neither the Company nor any such
subsidiary has received any notice of infringement of or conflict with
asserted rights of any third party with respect to any of the foregoing
which, singly or in the aggregate, if the subject of an unfavorable decision,
ruling or finding, would result in a material adverse change in the condition
(financial or otherwise), business prospects, net worth or results of
operations of the Company and its subsidiaries,
6
<PAGE>
except as described in or contemplated by the Prospectus (or, if the
Prospectus is not in existence, the most recent Preliminary Prospectus).
(xviii) The Company and each of its subsidiaries are insured by
insurers of recognized financial responsibility against such losses and risks
and in such amounts as are prudent and customary in the businesses in which
they are engaged; neither the Company nor any such subsidiary has any reason
to believe that it will not be able to renew its existing insurance coverage
as and when such coverage expires or to obtain similar coverage from similar
insurers as may be necessary to continue its business at a cost that would
not materially and adversely affect the condition (financial or otherwise),
business prospects, net worth or results of operations of the Company and its
subsidiaries, except as described in or contemplated by the Prospectus (or,
if the Prospectus is not in existence, the most recent Preliminary
Prospectus).
(xix) No subsidiary of the Company is currently prohibited,
directly or indirectly, from paying any dividends to the Company, from making
any other distribution on such subsidiary's capital stock, from repaying to
the Company any loans or advances to such subsidiary from the Company or from
transferring any of such subsidiary's property or assets to the Company or
any other subsidiary of the Company, except as described in or contemplated
by the Prospectus (or, if the Prospectus is not in existence, the most recent
Preliminary Prospectus).
(xx) The Company and its subsidiaries possess all certificates,
authorizations and permits issued by the appropriate federal, state or
foreign regulatory authorities necessary to conduct their respective
businesses, except where the failure to possess any such certificate,
authorization or permit, singly or in the aggregate, would not result in a
material adverse change in the condition (financial or otherwise), business
prospects, net worth or results of operations of the Company and its
subsidiaries, and neither the Company nor any such subsidiary has received
any notice of proceedings relating to the revocation or modification of any
such certificate, authorization or permit which, singly or in the aggregate,
if the subject of an unfavorable decision, ruling or finding, would result in
a material adverse change in the condition (financial or otherwise), business
prospects, net worth or results of operations of the Company and its
subsidiaries, except as described in or contemplated by the Prospectus (or,
if the Prospectus is not in existence, the most recent Preliminary
Prospectus).
(xxi) The Company will conduct its operations in a manner that
will not subject it to registration as an investment company under the
Investment Company Act of 1940, as amended, and this transaction will not
cause the Company to become an investment company subject to registration
under such Act.
(xxii) The Company has filed all foreign, federal, state and
local tax returns that are required to be filed or has requested extensions
thereof (except in any case in which the failure so to file would not have a
material adverse effect on the Company and its subsidiaries) and has paid all
taxes required to be paid by it and any other assessment, fine or penalty
levied against it, to the extent that any of the foregoing is due and
payable, except for any such assessment, fine or penalty that is currently
being
7
<PAGE>
contested in good faith or as described in or contemplated by the Prospectus
(or, if the Prospectus is not in existence, the most recent Preliminary
Prospectus).
(xxiii) Neither the Company nor any of its subsidiaries is in
violation of any federal or state law or regulation relating to occupational
safety and health or to the storage, handling, or transportation of hazardous
or toxic materials and the Company and its subsidiaries have received all
permits, licenses or other approvals required of them under applicable
federal and state occupational safety and health and environmental laws and
regulations to conduct their respective businesses, and the Company and each
such subsidiary is in compliance with all terms and conditions of any such
permit, license or approval, except any such violation of law or regulation,
failure to receive required permits, licenses or other approvals or failure
to comply with the terms and conditions of such permits, licenses or
approvals which would not, singly or in the aggregate, result in a material
adverse change in the condition (financial or otherwise), business prospects,
net worth or results of operations of the Company and its subsidiaries,
except as described in or contemplated by the Prospectus (or, if the
Prospectus is not in existence, the most recent Preliminary Prospectus).
(xxiv) Each certificate signed by any officer of the Company and
delivered to the Representatives or counsel for the Underwriters shall be
deemed to be a representation and warranty by the Company to each Underwriter
as to the matters covered thereby.
(xxv) Except for the shares of capital stock of each of the
subsidiaries owned by the Company and such subsidiaries, neither the Company
nor any such subsidiary owns any shares of stock or any other equity
securities of any corporation or has any equity interest in any firm,
partnership, association or other entity, except as described in or
contemplated by the Prospectus (or, if the Prospectus is not in existence,
the most recent Preliminary Prospectus).
(xxvi) Neither the Company nor any of its subsidiaries is in
violation of its articles of organization or by-laws. Neither the Company nor
any of its subsidiaries is in violation in any respect of any statute, law,
governmental rule, regulation, order or decree of any court or governmental
agency or body to which it or its property is subject or by which it or its
property may be affected in any material adverse respect with regard to
property, business or operations of the Company and its subsidiaries. No
default exists, and no event has occurred which, with notice or lapse of time
or both, would constitute a default in the due performance and observance of
any term, covenant or condition of any indenture, mortgage, deed of trust,
lease or other agreement or instrument to which the Company or any of its
subsidiaries is a party or by which the Company or any of its subsidiaries or
any of their respective properties is bound or may be affected in any
material adverse respect with regard to property, business or operations of
the Company and its subsidiaries.
(xxvii) The Company has filed with the Commission all annual
reports, quarterly reports, current reports, proxy or information statements,
proxies and all other materials required to be filed by it, and all such
filings contained all the information required by the rules and regulations
of the Commission to be included in such filings,
8
<PAGE>
and no such filings contained an untrue statement of any material fact or
omitted to state any material fact required to be stated in it or necessary
in order to make the statements made in it, in light of the circumstances
under which they were made, not misleading.
(xxviii) The Company has not distributed and, prior to the later
of (A) the Closing Date and (B) the completion of the distribution of the
Securities, will not distribute any offering material in connection with the
offering and sale of the Securities other than the Registration Statement or
any amendment thereto, any Preliminary Prospectus or the Prospectus or any
amendment or supplement thereto, or other materials, if any, permitted by the
Act.
(xxix) The Company confirms as of the date hereof that it is in
compliance with all provisions of Section 1 of Laws of Florida, Chapter
92-198, An Act Relating to Disclosure of Doing Business with Cuba, and the
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Company further agrees that if it commences engaging in business with the
government of Cuba or with any person or affiliate located in Cuba after the
date the Registration Statement becomes or has become effective with the
Commission or with the Florida Department of Banking and Finance (the
Department), whichever date is later, or if the information reported in the
Prospectus, if any, concerning the Company's business with Cuba or with any
person or affiliate located in Cuba changes in any material way, the Company
will provide the Department notice of such business or change, as
appropriate, in a form acceptable to the Department.
(b) The Selling Stockholder represents and warrants to, and agrees
with, each of the several Underwriters that:
(i) The Selling Stockholder has full power to enter into this
Agreement and to sell, assign, transfer and deliver to the Underwriters the
Securities to be sold by the Selling Stockholder hereunder in accordance with
the terms of this Agreement; and this Agreement has been duly executed and
delivered by the Selling Stockholder.
(ii) The Selling Stockholder is the lawful owner of the
Securities to be sold by the Selling Stockholder hereunder and upon the sale
and delivery of, and payment for, such Securities, as provided herein the
Selling Stockholder will convey good and marketable title to such Securities,
free and clear of any security interests, liens, encumbrances, equities,
claims or other defects.
(iii) The Selling Stockholder has not, directly or indirectly,
(A) taken any action designed to cause or result in, or that has constituted
or which might reasonably be expected to constitute, the stabilization or
manipulation of the price of any security of the Company to facilitate the
sale or resale of the Securities or (B) since the filing of the Registration
Statement (1) sold, bid for, purchased, or paid anyone any compensation for
soliciting purchases of, the Securities or (2) paid or agreed to pay to any
person any compensation for soliciting another to purchase any other
securities of the Company (except for the sale of Securities by the Selling
Stockholder under this Agreement).
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<PAGE>
(iv) The sale by the Selling Stockholder of Securities pursuant
hereto is not prompted by any adverse information concerning the Company that
is not set forth in the Registration Statement or the Prospectus (or, if the
Prospectus is not in existence, the most recent Preliminary Prospectus).
(v) The sale of the Securities to the Underwriters by the
Selling Stockholder pursuant to this Agreement, the compliance by the Selling
Stockholder with the other provisions of this Agreement and the consummation
of the other transactions herein contemplated do not (A) require the consent,
approval, authorization, registration or qualification of or with any
governmental authority, except such as have been obtained, such as may be
required by the National Association of Securities Dealers, Inc. or under
state securities or blue sky laws and, if the registration statement filed
with respect to the Securities (as amended) is not effective under the Act as
of the time of execution hereof, such as may be required (and shall be
obtained as provided in this Agreement) under the Act and the Exchange Act,
or (B) conflict with or result in a breach or violation of any of the terms
and provisions of, or constitute a default under any indenture, mortgage,
deed of trust, lease or other agreement or instrument to which the Selling
Stockholder is a party or by which the Selling Stockholder or any of his
properties are bound or any statute or any judgment, decree, order, rule or
regulation of any court or other governmental authority or any arbitrator
applicable to the Selling Stockholder.
(vi) The Selling Stockholder has not distributed and, prior to
the later of (A) the Closing Date and (B) the completion of the distribution
of the Securities, will not distribute any offering material in connection
with the offering and sale of the Securities other than the Registration
Statement or any amendment thereto, any Preliminary Prospectus or the
Prospectus or any amendment or supplement thereto, audio or visual materials
used in connection with the marketing of the Securities on the road show, or
other materials, if any, permitted by the Act.
3. Purchase, Sale and Delivery of the Securities.
---------------------------------------------
(a) On the basis of the representations, warranties, agreements and
covenants herein contained and subject to the terms and conditions herein set
forth, (A) the Company agrees to issue and sell to each of the Underwriters, and
each of the Underwriters, severally and not jointly, agrees to purchase from the
Company at the purchase price of $_____ per share, the number of Firm Securities
set forth opposite the name of such Underwriter in Column (a) of Schedule I
hereto and (B) the Selling Stockholder agrees to sell to each of the
Underwriters, and each of the Underwriters, severally and not jointly, agrees to
purchase from the Selling Stockholder at a purchase price of $_____ per share,
the number of Firm Securities set forth opposite the name of such Underwriter in
Column (b) of Schedule I hereto. One or more certificates in definitive form
for the Company's Firm Securities that the several Underwriters have agreed to
purchase hereunder, and certificates in negotiable form, endorsed in blank or
accompanied by blank stock powers duly executed, with signatures appropriately
guaranteed, representing the Selling Stockholder's Firm Securities, all in such
denomination or denominations and registered in such name or names as the
Representatives request upon notice to the Company at least 48 hours prior to
the Firm Closing Date, shall be delivered by or on behalf of the Company and the
Selling Stockholder to the Representatives for the respective accounts of the
Underwriters, against payment by or on behalf of the Underwriters of the
purchase price therefor by certified or official bank check or checks drawn upon
or by a New
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York Clearing House bank and payable in next-day funds to the order of the
Company and the Selling Stockholder. Such delivery of and payment for the Firm
Securities shall be made at the offices of Testa, Hurwitz & Thibeault, Exchange
Place, 53 State Street, Boston, Massachusetts at 9:30 A.M., Boston time, on
__________ __, 1995, or at such other place, time or date as the
Representatives, the Company and the Selling Stockholder may agree upon or as
the Representatives may determine pursuant to Section 9 hereof, such time and
date of delivery against payment being herein referred to as the "Firm Closing
Date". The Company and the Selling Stockholder will make such certificate or
certificates for the Firm Securities available for checking and packaging by the
Representatives at the offices in New York, New York of the Company's transfer
agent or registrar or of Prudential Securities Incorporated at least 24 hours
prior to the Firm Closing Date.
(b) For the purpose of covering any over-allotments in connection with
the distribution and sale of the Firm Securities as contemplated by the
Prospectus, the Company hereby grants to the several Underwriters an option to
purchase the Option Securities. The purchase price to be paid for any Option
Securities shall be the same price per share as the price per share for the Firm
Securities set forth above in paragraph (a) of this Section 3. The option
granted hereby may be exercised as to all or any part of the Option Securities
within thirty days after the date of the Prospectus (or, if such 30th day shall
be a Saturday or Sunday or a holiday, on the next business day thereafter when
the New York Stock Exchange is open for trading). The Underwriters shall not be
under any obligation to purchase any of the Option Securities prior to the
exercise of such option. The Representatives may from time to time exercise the
option granted hereby by giving notice in writing or by telephone (confirmed in
writing) to the Company setting forth the aggregate number of Option Securities
as to which the several Underwriters are then exercising the option and the date
and time for delivery of and payment for such Option Securities. Any such date
of delivery shall be determined by the Representatives but shall not be earlier
than two business days or later than seven business days after such exercise of
the option and, in any event, shall not be earlier than the Firm Closing Date.
The time and date set forth in such notice, or such other time on such other
date as the Representatives and the Company may agree upon or as the
Representatives may determine pursuant to Section 9 hereof, is herein called the
"Option Closing Date" with respect to such Option Securities. Upon exercise of
the option as provided herein, the Company shall become obligated to sell to
each of the several Underwriters, and, subject to the terms and conditions
herein set forth, each of the Underwriters (severally and not jointly) shall
become obligated to purchase from the Company, the same percentage of the total
number of the Option Securities as to which the several Underwriters are then
exercising the option as such Underwriter is obligated to purchase of the
aggregate number of Firm Securities, as adjusted by the Representatives in such
manner as they deem advisable to avoid fractional shares. If the option is
exercised as to all or any portion of the Option Securities, one or more
certificates in definitive form for such Option Securities, and payment
therefor, shall be delivered on the related Option Closing Date in the manner,
and upon the terms and conditions, set forth in paragraph (a) of this Section 3,
except that reference therein to the Firm Securities and the Firm Closing Date
shall be deemed, for purposes of this paragraph (b), to refer to such Option
Securities and Option Closing Date, respectively.
(c) It is understood that any of you, individually and not as one of
the Representatives, may (but shall not be obligated to) make payment on behalf
of any Underwriter or Underwriters for any of the Securities to be purchased by
such Underwriter or
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Underwriters. No such payment shall relieve such Underwriter or Underwriters
from any of its or their obligations hereunder.
4. Offering by the Underwriters. Upon your authorization of the release
----------------------------
of the Firm Securities, the several Underwriters propose to offer the Firm
Securities for sale to the public upon the terms set forth in the Prospectus.
5. Covenants of the Company and the Selling Stockholder.
----------------------------------------------------
(a) The Company covenants and agrees with each of the Underwriters
that:
(i) The Company will use its best efforts to cause the
Registration Statement, if not effective at the time of execution of this
Agreement, and any amendments thereto to become effective as promptly as
possible. If required, the Company will file the Prospectus and any amendment
or supplement thereto with the Commission in the manner and within the time
period required by Rule 424(b) under the Act. During any time when a
prospectus relating to the Securities is required to be delivered under the
Act, the Company (A) will comply with all requirements imposed upon it by the
Act and the Exchange Act and the respective rules and regulations of the
Commission thereunder to the extent necessary to permit the continuance of
sales of or dealings in the Securities in accordance with the provisions
hereof and of the Prospectus, as then amended or supplemented, and (B) will
not file with the Commission the prospectus or the amendment referred to in
the second sentence of Section 2(a)(i) hereof, any amendment or supplement to
such prospectus or any amendment to the Registration Statement of which the
Representatives shall not previously have been advised and furnished with a
copy for a reasonable period of time prior to the proposed filing and as to
which filing the Representatives shall not have given their consent. The
Company will prepare and file with the Commission, in accordance with the
rules and regulations of the Commission, promptly upon request by the
Representatives or counsel for the Underwriters, any amendments to the
Registration Statement or amendments or supplements to the Prospectus that
may be necessary or advisable in connection with the distribution of the
Securities by the several Underwriters, and will use its best efforts to
cause any such amendment to the Registration Statement to be declared
effective by the Commission as promptly as possible. The Company will advise
the Representatives, promptly after receiving notice thereof, of the time
when the Registration Statement or any amendment thereto has been filed or
declared effective or the Prospectus or any amendment or supplement thereto
has been filed and will provide evidence satisfactory to the Representatives
of each such filing or effectiveness.
(ii) The Company will advise the Representatives, promptly after
receiving notice or obtaining knowledge thereof, of (A) the issuance by the
Commission of any stop order suspending the effectiveness of the Registration
Statement or any post-effective amendment thereto or any order directed at
any document incorporated by reference in the Registration Statement or the
Prospectus or any amendment or supplement thereto or any order preventing or
suspending the use of any Preliminary Prospectus or the Prospectus or any
amendment or supplement thereto, (B) the suspension of the qualification of
the Securities for offering or sale in any jurisdiction, (C) the institution,
threat or contemplation of any proceeding for any such purpose or
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(D) any request made by the Commission for amending the Registration
Statement, for amending or supplementing any Preliminary Prospectus or the
Prospectus or for additional information. The Company will use its best
efforts to prevent the issuance of any such stop order and, if any such stop
order is issued, to obtain the withdrawal thereof as promptly as possible.
(iii) The Company will arrange for the qualification of the
Securities for offering and sale under the securities or blue sky laws of
such jurisdictions as the Representatives may designate and will continue
such qualifications in effect for as long as may be necessary to complete the
distribution of the Securities, provided, however, that in connection
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therewith the Company shall not be required to qualify as a foreign
corporation or to execute a general consent to service of process in any
jurisdiction.
(iv) If, at any time prior to the later of (A) the final date
when a prospectus relating to the Securities is required to be delivered
under the Act or (B) the Option Closing Date, any event occurs as a result of
which the Prospectus, as then amended or supplemented, would include any
untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, or if for any other
reason it is necessary at any time to amend or supplement the Prospectus to
comply with the Act, the Exchange Act or the respective rules or regulations
of the Commission thereunder, the Company will promptly notify the
Representatives thereof and, subject to Section 5(a)(i) hereof, will prepare
and file with the Commission, at the Company's expense, an amendment to the
Registration Statement or an amendment or supplement to the Prospectus that
corrects such statement or omission or effects such compliance.
(v) The Company will, without charge, provide (A) to the
Representatives and to counsel for the Underwriters a signed copy of the
registration statement originally filed with respect to the Securities and
each amendment thereto (in each case including exhibits thereto), (B) to each
other Underwriter, a conformed copy of such registration statement and each
amendment thereto (in each case without exhibits thereto) and (C) so long as
a prospectus relating to the Securities is required to be delivered under the
Act, as many copies of each Preliminary Prospectus or the Prospectus or any
amendment or supplement thereto as the Representatives may reasonably
request.
(vi) The Company, as soon as practicable, will make generally
available to its stockholders and to the Representatives a consolidated
earnings statement of the Company and its subsidiaries that satisfies the
provisions of Section 11(a) of the Act and Rule 158 thereunder.
(vii) The Company will apply the net proceeds from the sale of
the Securities as set forth under "Use of Proceeds" in the Prospectus.
(viii) The Company will not, directly or indirectly, without the
prior written consent of Prudential Securities Incorporated (on behalf of the
Underwriters), offer, sell, offer to sell, contract to sell, grant any option
to purchase or otherwise sell or dispose (or announce any offer, sale, offer
of sale, contract of sale, grant of any option to purchase or other sale or
disposition) of any shares of Common Stock or other capital
13
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stock of the Company substantially similar thereto or any securities
convertible into, or exchangeable or exercisable for, shares of Common Stock
or other capital stock of the Company for a period of 180 days after the date
hereof, except pursuant to this Agreement and except for the grant of stock
options to employees and directors pursuant to stock option plans in effect
on the date hereof (provided, however, that as a condition precedent to any
such grant, the grantee or grantees execute a lock-up agreement to the effect
set forth in Section 7(h)) as described in Note (8) of Notes to Consolidated
Financial Statements included in the Registration Statement and the issuance
of shares of Common Stock upon the exercise of stock options outstanding
under such stock option plans.
(ix) The Company will obtain the agreements described in Section
7(h) hereof prior to the Firm Closing Date.
(x) The Company will not, directly or indirectly, (A) take any
action designed to cause or to result in, or that has constituted or which
might reasonably be expected to constitute, the stabilization or manipulation
of the price of any security of the Company to facilitate the sale or resale
of the Securities or (B) (1) sell, bid for, purchase, or pay anyone any
compensation for soliciting purchases of, the Securities or (2) pay or agree
to pay to any person any compensation for soliciting another to purchase any
other securities of the Company.
(xi) If at any time during the 25-day period after the
Registration Statement becomes effective or the period prior to the Option
Closing Date, any rumor, publication or event relating to or affecting the
Company shall occur as a result of which in your opinion the market price of
the Common Stock has been or is likely to be materially affected (regardless
of whether such rumor, publication or event necessitates a supplement to or
amendment of the Prospectus), the Company will, after written notice from you
advising the Company to the effect set forth above, forthwith prepare,
consult with you concerning the substance of, and disseminate a press release
or other public statement, reasonably satisfactory to you, responding to or
commenting on such rumor, publication or event.
(xii) The Company will cause the Securities to be duly included
for quotation in the Nasdaq National Market prior to the Firm Closing Date.
The Company will comply with the requirements of The Nasdaq National Market
and will use its best efforts to ensure that the Securities remain included
for quotation in the Nasdaq National Market following the Firm Closing Date.
(xiii) During a period of five years from the date hereof, the
Company shall furnish to the Representatives copies of all reports or other
communications furnished to stockholders and copies of any reports or
financial statements furnished to or filed with the Commission, the National
Association of Securities Dealers, Inc. or any national securities exchange
on which any class of securities of the Company is listed.
(b) The Selling Stockholder covenants and agrees with each of the
Underwriters that:
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(i) The Selling Stockholder will not, directly or indirectly,
without the prior written consent of Prudential Securities Incorporated (on
behalf of the Underwriters), offer, sell, offer to sell, contract to sell,
grant any option to purchase or otherwise sell or dispose (or announce any
offer, sale, offer of sale, contract of sale, grant of any option to purchase
or other sale or disposition) of any shares of Common Stock or other capital
stock of the Company substantially similar thereto legally or beneficially
owned by such Selling Stockholder or any securities convertible into, or
exchangeable or exercisable for, shares of Common Stock or other capital
stock of the Company for a period of 120 days after the date hereof.
(ii) The Selling Stockholder will not, directly or indirectly,
(A) take any action designed to cause or result in, or that has constituted
or which might reasonably be expected to constitute, the stabilization or
manipulation of the price of any security of the Company to facilitate the
sale or resale of the Securities or (B) (1) sell, bid for, purchase, or pay
anyone any compensation for soliciting purchases of, the Securities or (2)
pay or agree to pay to any person any compensation for soliciting another to
purchase any other securities of the Company (except for the sale of
Securities by the Selling Stockholder under this Agreement).
(iii) In order to document the Underwriters' compliance with the
reporting and withholding provisions of the Internal Revenue Code of 1986, as
amended, with respect to the transactions herein contemplated, the Selling
Stockholder agrees to deliver to you prior to or on the Firm Closing Date, as
hereinafter defined, a properly completed and executed United States Treasury
Department Form W-8 or W-9 (or other applicable form of statement specified
by Treasury Department regulations in lieu thereof).
(iv) As soon as the Selling Stockholder is advised thereof, the
Selling Stockholder will advise the Representatives (and immediately confirm
such advice in writing), (i) of receipt by the Selling Stockholder or by any
representative or agent of the Selling Stockholder, of any communication from
the Commission relating to the Registration Statement, the Prospectus or any
Preliminary Prospectus, or any notice or order of the Commission relating to
the Company or the Selling Stockholder in connection with the transactions
contemplated by this Agreement and (ii) of the happening of any event which
makes or may make any statement made in the Registration Statement, the
Prospectus or any Preliminary Prospectus untrue or that requires the making
of any change in the Registration Statement, the Prospectus or such
Preliminary Prospectus, as the case may be, in order to make any such
statement, in light of the circumstances in which it was made, not
misleading.
6. Expenses. The Company will pay all costs and expenses incident to the
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performance of its and the Selling Stockholder's obligations under this
Agreement, whether or not the transactions contemplated herein are consummated
or this Agreement is terminated pursuant to Section 11 hereof, including all
costs and expenses incident to (i) the printing or other production of documents
with respect to the transactions, including any costs of printing the
registration statement originally filed with respect to the Securities and any
amendment thereto, any Preliminary Prospectus and the Prospectus and any
amendment or supplement thereto, this Agreement and any blue sky memoranda, (ii)
all arrangements relating to the
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delivery to the Underwriters of copies of the foregoing documents, (iii) the
fees and disbursements of the counsel, accountants and any other experts or
advisors retained by the Company, (iv) preparation, issuance and delivery to the
Underwriters of any certificates evidencing the Securities, including transfer
agent's and registrar's fees, (v) the qualification of the Securities under
state securities and blue sky laws and the preparation and distribution of a
blue sky memorandum, including filing fees and fees and disbursements of counsel
for the Underwriters relating thereto, (vi) the filing fees of the Commission
and the National Association of Securities Dealers, Inc. relating to the
Securities, (vii) any quotation of the Securities on the Nasdaq National Market,
and (viii) the authorization, issuance and sale of the Securities and any taxes
payable in that connection including, without limitation, transfer taxes payable
on the sale of Securities by the Selling Stockholder to the Underwriters. If the
sale of the Securities provided for herein is not consummated because any
condition to the obligations of the Underwriters set forth in Section 7 hereof
is not satisfied, because this Agreement is terminated pursuant to Section
11(a)(i) or 11(a)(ii)(A) hereof or because of any failure, refusal or inability
on the part of the Company or the Selling Stockholder to perform all obligations
and satisfy all conditions on their part to be performed or satisfied hereunder
other than by reason of a default by any of the Underwriters, the Company will
reimburse the Underwriters severally upon demand for all out-of-pocket expenses
(including reasonable fees and disbursements of counsel) that shall have been
reasonably incurred by them in connection with the proposed purchase and sale of
the Securities. The Company shall not in any event be liable to any of the
Underwriters for the loss of anticipated profits from the transactions covered
by this Agreement.
7. Conditions of the Underwriters' Obligations. The obligations of the
-------------------------------------------
several Underwriters to purchase and pay for the Firm Securities shall be
subject, in the Representatives' sole discretion, to the accuracy of the
representations and warranties of the Company and the Selling Stockholder
contained herein as of the date hereof and as of the Firm Closing Date, as if
made on and as of the Firm Closing Date, to the accuracy of the statements of
the Company's officers and the Selling Stockholder made pursuant to the
provisions hereof, to the performance by the Company and the Selling Stockholder
of their respective covenants and agreements hereunder and to the following
additional conditions:
(a) If the Registration Statement or any amendment thereto filed prior
to the Firm Closing Date has not been declared effective as of the time of
execution hereof, the Registration Statement or such amendment shall have been
declared effective not later than 11:00 A.M., New York time, on the date on
which the amendment to the registration statement originally filed with respect
to the Securities or to the Registration Statement, as the case may be,
containing information regarding the initial public offering price of the
Securities has been filed with the Commission, or such later time and date as
shall have been consented to by the Representatives; if required, the Prospectus
and any amendment or supplement thereto shall have been filed with the
Commission in the manner and within the time period required by Rule 424(b)
under the Act; no stop order suspending effectiveness of the Registration
Statement or any post-effective amendment thereto and no order directed at any
document incorporated by reference in the Registration Statement or the
Prospectus or any amendment or supplement thereto shall have been issued and no
proceedings for that purpose shall have been instituted or threatened or, to the
knowledge of the Company or the Representatives, shall be contemplated by the
Commission; no Underwriter shall have been advised by the Company or shall have
discovered and disclosed to the Company that the Registration Statement or the
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Prospectus or any amendment or supplement thereto contains an untrue statement
of fact which in your opinion, or in the opinion of counsel to the Underwriters,
is material, or omits to state a fact which, in your opinion, or in the opinion
of counsel to the Underwriters, is material and is required to be stated therein
or is necessary to make the statement not misleading; and the Company shall have
complied with any request of the Commission for additional information (to be
included in the Registration Statement or the Prospectus or otherwise).
(b) The Representatives shall have received an opinion, dated the Firm
Closing Date, of Hutchins, Wheeler & Dittmar, counsel for the Company, to the
effect that:
(i) the Company and Altron Systems Corporation, a Massachusetts
corporation (ASC) and the only significant subsidiary (as defined in Rule 1-
02(w) of Regulation S-X under the Act) of the Company, have been duly
incorporated and are validly existing as corporations in good standing under
the laws of the Commonwealth of Massachusetts and ASC is duly qualified to
transact business as a foreign corporation and is in good standing under the
laws of the State of California;
(ii) the Company and ASC have the corporate power to own or
lease their respective properties and conduct their respective businesses as
described in the Registration Statement and the Prospectus and the Company
has corporate power to enter into this Agreement and to carry out all the
terms and provisions hereof and thereof to be carried out by it;
(iii) the issued shares of capital stock of ASC have been duly
authorized and validly issued, are fully paid and nonassessable and are owned
beneficially by the Company free and clear of any perfected security
interests or, to the best knowledge of such counsel, any other security
interests, liens, encumbrances, equities or claims;
(iv) the Company has an authorized, issued and outstanding
capitalization as set forth in the Prospectus; all of the issued shares of
capital stock of the Company have been duly authorized and validly issued and
are fully paid and nonassessable, have been issued in compliance with all
applicable federal and state securities laws and were not issued in violation
of or subject to any preemptive rights or other rights to subscribe for or
purchase securities; the Firm Securities have been duly authorized by all
necessary corporate action of the Company and, when issued and delivered to
and paid for by the Underwriters pursuant to this Agreement, will be validly
issued, fully paid and nonassessable; the Securities have been duly included
for quotation in the Nasdaq National Market; no holders of outstanding shares
of capital stock of the Company are entitled as such to any preemptive or
other rights to subscribe for any of the Securities; and no holders of
securities of the Company are entitled to have such securities registered
under the Act or to include such securities in the Registration Statement;
(v) the statements set forth under the heading "Description of
Capital Stock" in the Prospectus, insofar as such statements purport to
summarize certain provisions of the capital stock of the Company, provide a
fair summary of such provisions;
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(vi) the execution and delivery of this Agreement have been duly
authorized by all necessary corporate action of the Company and this
Agreement has been duly executed and delivered by the Company;
(vii) no legal or governmental proceedings are pending to which
the Company or ASC is a party or to which the property of the Company or ASC
is subject that are required to be described in the Registration Statement or
the Prospectus and are not described therein, and, to the knowledge of such
counsel, no such proceedings have been threatened against the Company or ASC
or with respect to any of their respective properties; no contract or other
document is required to be described in the Registration Statement or the
Prospectus or to be filed as an exhibit to the Registration Statement that is
not described therein or filed as required; and no contract or other document
is required to be described in, or to be filed as an exhibit to, any
documents filed under the Exchange Act (or portions thereof), which are
incorporated by reference in the Registration Statement, that are not
described therein or filed as required;
(viii) the issuance, offering and sale of the Securities to the
Underwriters by the Company pursuant to this Agreement, the compliance by the
Company with the other provisions of this Agreement and the consummation of
the other transactions herein contemplated do not (A) require the consent,
approval, authorization, registration or qualification of or with any
governmental authority, except such as have been obtained and such as may be
required by the National Association of Securities Dealers, Inc. or under
state securities or blue sky laws, or (B) conflict with or result in a breach
or violation of any of the terms and provisions of, or constitute a default
under, any indenture, mortgage, deed of trust, lease or other agreement or
instrument, known to such counsel, to which the Company or ASC is a party or
by which the Company or ASC or any of their respective properties are bound,
or the charter documents or by-laws of the Company or ASC, or any statute or
any judgment, decree, order, rule or regulation of any court or other
governmental authority or any arbitrator known to such counsel and applicable
to the Company or ASC;
(ix) the Registration Statement is effective under the Act; any
required filing of the Prospectus pursuant to Rule 424(b) has been made in
the manner and within the time period required by Rule 424(b); and no stop
order suspending the effectiveness of the Registration Statement or any post-
effective amendment thereto and no order directed at any document
incorporated by reference in the Registration Statement or the Prospectus or
any amendment or supplement thereto has been issued, and no proceedings for
that purpose have been instituted or threatened or, to the knowledge of such
counsel, are contemplated by the Commission;
(x) the registration statement originally filed with respect to
the Securities and each amendment thereto and the Prospectus (in each case,
including the documents incorporated by reference therein but not including
the financial statements and other financial information contained therein,
as to which such counsel need express no opinion) comply as to form in all
material respects with the applicable requirements of the Act, the Exchange
Act and the respective rules and regulations of the Commission thereunder;
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(xi) neither the Company nor any subsidiary is an investment
company under the Investment Company Act of 1940, as amended, and this
transaction will not cause the Company or any subsidiary to become an
investment company subject to registration under such Act; and
(xii) to the knowledge of such counsel, no default exists, and no
event has occurred which, with notice or lapse of time or both, would
constitute a default in the due performance and observance of any term,
covenant or condition of any indenture, mortgage, deed of trust, lease or
other agreement or instrument to which the Company is a party or by which the
Company or any of its properties is bound or may be affected, except for such
defaults which would not in the aggregate have a material adverse effect on
the property, business or operations of the Company.
Such counsel shall also state that they have no reason to believe that the
Registration Statement, as of its effective date, contained any untrue statement
of a material fact or omitted to state any material fact required to be stated
therein or necessary to make the statements therein not misleading or that the
Prospectus, as of its date or the date of such opinion, included or includes any
untrue statement of a material fact or omitted or omits to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading.
In rendering any such opinion, such counsel may rely, as to matters of
fact, to the extent such counsel deems proper, on certificates of responsible
officers of the Company and public officials.
References to the Registration Statement and the Prospectus in this
paragraph (b) shall include any amendment or supplement thereto at the date of
such opinion.
(c) The Selling Stockholder shall have furnished to the
Representatives the opinion of Hutchins, Wheeler & Dittmar, counsel for the
Selling Stockholder, dated the Firm Closing Date, to the effect that:
(i) the Selling Stockholder is the record owner of the
Securities to be sold by him, has full power to enter into this Agreement and
to sell, transfer and deliver the Securities being sold by the Selling
Stockholder hereunder in the manner provided in this Agreement; this
Agreement has been duly executed and delivered by the Selling Stockholder;
(ii) the delivery by the Selling Stockholder to the several
Underwriters of certificates for the Securities being sold hereunder by the
Selling Stockholder against payment therefor as provided herein, will convey
good and marketable title to such Securities to the several Underwriters,
free and clear of all security interests, liens, encumbrances, equities,
claims or other defects; and
(iii) the sale of the Securities to the Underwriters by the
Selling Stockholder pursuant to this Agreement, the compliance by the Selling
Stockholder with the other provisions of this Agreement and the consummation
of the other transactions herein contemplated do not (A) require the consent,
approval, authorization, registration
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or qualification of or with any governmental authority, except as such as
have been obtained and such as may be required by the National Association of
Securities Dealers, Inc. or under state securities or blue sky laws, or (B)
conflict with or result in a breach or violation of any of the terms and
provisions of, or constitute a default under any indenture, mortgage, deed of
trust, lease or other agreement or instrument to which the Selling
Stockholder is a party or by which the Selling Stockholder or any of the
Selling Stockholder's properties are bound, or any statute, rule or
regulation or any judgment, decree or order of any court or other
governmental authority or any arbitrator known to such counsel applicable to
the Selling Stockholder.
In rendering such opinion, such counsel may rely, as to matters of fact, to
the extent such counsel deems proper, on certificates of the Selling Stockholder
and public officials.
References to the Registration Statement and the Prospectus in this
paragraph (c) shall include any amendment or supplement thereto at the date of
such opinion.
(d) The Representatives shall have received an opinion, dated the Firm
Closing Date, of Testa, Hurwitz & Thibeault, counsel for the Underwriters, with
respect to the issuance and sale of the Firm Securities, the Registration
Statement and the Prospectus, and such other related matters as the
Representatives may reasonably require, and the Company shall have furnished to
such counsel such documents as they may reasonably request for the purpose of
enabling them to pass upon such matters.
(e) The Representatives shall have received from Arthur Andersen LLP a
letter or letters dated, respectively, the date hereof, the Firm Closing Date
and the Option Closing Date, if applicable, in form and substance satisfactory
to the Representatives, to the effect that:
(i) they are independent accountants with respect to the
Company and its consolidated subsidiaries within the meaning of the Act, the
Exchange Act and the applicable rules and regulations thereunder;
(ii) in their opinion, the audited consolidated financial
statements and schedules examined by them and included in the Registration
Statement and the Prospectus comply in form in all material respects with the
applicable accounting requirements of the Act, the Exchange Act and the
related published rules and regulations thereunder;
(iii) on the basis of a reading of the latest available interim
unaudited consolidated financial statements of the Company and its
consolidated subsidiaries for the three months ended April 1, 1995 and of the
unaudited consolidated financial statements of the Company and its
consolidated subsidiaries for the period from which such amounts are derived,
carrying out certain specified procedures (which do not constitute an
examination made in accordance with generally accepted auditing standards)
that would not necessarily reveal matters of significance with respect to the
comments set forth in this paragraph (iii), a reading of the minute books of
the stockholders, the board of directors and any committees thereof of the
Company and each of its consolidated subsidiaries, and inquires of certain
officials of the Company and its consolidated subsidiaries who have
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responsibility for financial and accounting matters, nothing came to their
attention that caused them to believe that:
(A) the unaudited consolidated financial statements of the
Company and its consolidated subsidiaries included in the Registration
Statement and the Prospectus do not comply in form in all material respects
with the applicable accounting requirements of the Act, the Exchange Act and
the related published rules and regulations thereunder, or are not in
conformity with generally accepted accounting principles applied on a basis
substantially consistent with that of the audited consolidated financial
statements included in the Registration Statement and the Prospectus; and
(B) at a specific date not more than five business days
prior to the date of the letter delivered on the date hereof and not more
than two business days prior to the date of the letters delivered on the Firm
Closing Date and on the Option Closing Date, respectively, there were any
changes in the capital stock or long-term debt of the Company and its
consolidated subsidiaries or any decreases in net current assets or
stockholders' investment of the Company and its consolidated subsidiaries, in
each case compared with amounts shown on the April 1, 1995 unaudited
consolidated balance sheet of the Company and its consolidated subsidiaries
included in the Registration Statement and the Prospectus, or for the period
from April 1, 1995 to such specified date, there were any decreases, as
compared with the corresponding period in the prior year, in consolidated net
sales, income from operations, net income before provision for income taxes
or total or per share amounts of net income of the Company and its
consolidated subsidiaries, except in all instances for changes, decreases or
increases set forth in such letter; and
(iv) they have carried out certain specified procedures, not
constituting an audit, with respect to certain amounts, percentages and
financial information that are derived from the general accounting records of
the Company and its consolidated subsidiaries and are included in the
Registration Statement and the Prospectus under the captions Prospectus
Summary, Risk Factors, Use of Proceeds, Capitalization, Selected Consolidated
Financial Data, Management's Discussion and Analysis of Financial Condition
and Results of Operations, Business, Description of Capital Stock and Shares
Eligible for Future Sale or under the caption Executive Compensation
contained in the Company's Proxy Statement dated April 28, 1995 for the
Company's Special Meeting in Lieu of Annual Meeting of Stockholders to be
held on May 25, 1995 incorporated by reference in the Registration Statement
and the Prospectus, and have compared such amounts, percentages and financial
information with such records of the Company and its consolidated
subsidiaries and with information derived from such records and have found
them to be in agreement, excluding any questions of legal interpretation.
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In the event that the letters referred to above set forth any such changes,
decreases or increases, it shall be a further condition to the obligations of
the Underwriters that (A) such letters shall be accompanied by a written
explanation of the Company as to the significance thereof, unless the
Representatives deem such explanation unnecessary, and (B) such changes,
decreases or increases do not, in the sole judgment of the Representatives, make
it impractical or inadvisable to proceed with the purchase and delivery of the
Securities as contemplated by the Registration Statement, as amended as of the
date hereof.
References to the Registration Statement and the Prospectus in this
paragraph (e) with respect to the letters referred to above shall include any
amendment or supplement thereto at the date of any such letter.
(f) The Representatives shall have received a certificate, dated the
Firm Closing Date, of the President and the Vice President and Chief Financial
Officer of the Company to the effect that:
(i) the representations and warranties of the Company in this
Agreement are true and correct as if made on and as of the Firm Closing Date;
the Registration Statement, as amended as of the Firm Closing Date, does not
include any untrue statement of a material fact or omit to state any material
fact necessary to make the statements therein not misleading, and the
Prospectus, as amended or supplemented as of the Firm Closing Date, does not
include any untrue statement of a material fact or omit to state any material
fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; and the Company has
performed all covenants and agreements and satisfied all conditions on its
part to be performed or satisfied at or prior to the Firm Closing Date;
(ii) no stop order suspending the effectiveness of the
Registration Statement or any post-effective amendment thereto and no order
directed at any document incorporated by reference in the Registration
Statement or the Prospectus or any amendment or supplement thereto has been
issued, and no proceedings for that purpose have been instituted or
threatened or, to the best of the Company's knowledge, are contemplated by
the Commission; and
(iii) subsequent to the respective dates as of which information
is given in the Registration Statement and the Prospectus, neither the
Company nor any of its Subsidiaries has sustained any material loss or
interference with their respective businesses or properties from fire, flood,
hurricane, accident or other calamity, whether or not covered by insurance,
or from any labor dispute or any legal or governmental proceeding, and there
has not been any material adverse change, or any development involving a
prospective material adverse change, in the condition (financial or
otherwise), management, business prospects, net worth or results of
operations of the Company or any of its subsidiaries, except in each case as
described in or contemplated by the Prospectus.
(g) The Representatives shall have received a certificate from the
Selling Stockholder, signed by the Selling Stockholder, dated the Firm Closing
Date, to the effect that:
22
<PAGE>
(i) the representations and warranties of the Selling
Stockholder in Sections 2(a) and 2(b) of this Agreement are true and correct
as if made on and as of the Firm Closing Date;
(ii) the Registration Statement, as amended as of the Firm
Closing Date, does not include any untrue statement of a material fact or
omit to state any material fact necessary to make the statements therein not
misleading, and the Prospectus, as amended or supplemented as of the Firm
Closing Date, does not include any untrue statement of a material fact or
omit to state any material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading; and
(iii) the Selling Stockholder has performed all covenants and
agreements on its part to be performed or satisfied at or prior to the Firm
Closing Date.
(h) The Representatives shall have received from (i) each person who
is a director or officer of the Company and (ii) the Selling Stockholder an
agreement to the effect that such person will not, directly or indirectly,
without the prior written consent of Prudential Securities Incorporated (on
behalf of the Underwriters), offer, sell, offer to sell, contract to sell, grant
any option to purchase or otherwise sell or dispose (or announce any offer,
sale, offer of sale, contract of sale grant of an option to purchase or other
sale or disposition) of any shares of Common Stock or other capital stock of the
Company substantially similar thereto or any securities convertible into, or
exchangeable or exercisable for, shares of Common Stock or other capital stock
of the Company for a period of 90 days, in the case of officers and directors
(except for the Selling Stockholder), and 120 days, in the case of the Selling
Stockholder, after the date of this Agreement.
(i) On or before the Firm Closing Date, the Representatives and
counsel for the Underwriters shall have received such further certificates,
documents or other information as they may have reasonably requested from the
Company or the Selling Stockholder.
(j) Prior to the commencement of the offering of the Securities, the
Securities shall have been included for trading on the Nasdaq National Market.
All opinions, certificates, letters and documents delivered pursuant to
this Agreement will comply with the provisions hereof only if they are
reasonably satisfactory in all material respects to the Representatives and
counsel for the Underwriters. The Company and the Selling Stockholder shall
furnish to the Representatives such conformed copies of such opinions,
certificates, letters and documents in such quantities as the Representatives
and counsel for the Underwriters shall reasonably request.
The respective obligations of the several Underwriters to purchase and
pay for any Option Securities shall be subject, in their discretion, to each of
the foregoing conditions to purchase the Firm Securities, except that all
references to the Firm Securities and the Firm Closing Date shall be deemed to
refer to such Option Securities and the related Option Closing Date,
respectively.
23
<PAGE>
8. Indemnification and Contribution.
--------------------------------
(a) The Company and the Selling Stockholder, jointly and severally,
agree to indemnify and hold harmless each Underwriter and each person, if any,
who controls any Underwriter within the meaning of Section 15 of the Act or
Section 20 of the Exchange Act against any losses, claims, damages or
liabilities, joint or several, to which such Underwriter or such controlling
person may become subject under the Act, the Exchange Act or otherwise, insofar
as such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon:
(i) any untrue statement or alleged untrue statement made by
the Company or the Selling Stockholder in Section 2 of this Agreement,
(ii) any untrue statement or alleged untrue statement of any
material fact contained in (A) the Registration Statement or any amendment
thereto, any Preliminary Prospectus or the Prospectus or any amendment or
supplement thereto or (B) any application or other document, or any amendment
or supplement thereto, executed by the Company or the Selling Stockholder
filed in any jurisdiction in order to qualify the Securities under the
securities or blue sky laws thereof or filed with the Commission or any
securities association or securities exchange (each an "Application"),
(iii) the omission or alleged omission to state in the
Registration Statement or any amendment thereto, any Preliminary Prospectus
or the Prospectus or any amendment or supplement thereto, or any Application
a material fact required to be stated therein or necessary to make the
statements therein not misleading, or
(iv) any untrue statement or alleged untrue statement of any
material fact contained in any audio or visual materials prepared and
supplied by the Company to the Underwriters to be used in connection with the
marketing of the Securities, including without limitation, slides, videos,
films, tape recordings,
and will reimburse, as incurred, each Underwriter and each such controlling
person for any legal or other expenses reasonably incurred by such Underwriter
or such controlling person in connection with investigating, defending against
or appearing as a third-party witness in connection with any such loss, claim,
damage, liability or action; provided, however, that the Company and the Selling
-------- -------
Stockholder will not be liable in any such case to the extent that any such
loss, claim, damage or liability arises out of or is based upon any untrue
statement or alleged untrue statement or omission or alleged omission made in
such registration statement or any amendment thereto, any Preliminary
Prospectus, the Prospectus or any amendment or supplement thereto, or any
Application in reliance upon and in conformity with written information
furnished to the Company or the Selling Stockholder by such Underwriter through
the Representatives specifically for use therein; and provided, further, that
-------- -------
the Company and the Selling Stockholder will not be liable to any Underwriter or
any person controlling such Underwriter with respect to any such untrue
statement or omission made in any Preliminary Prospectus that is corrected in
the Prospectus (or any amendment or supplement thereto) if the person asserting
any such loss, claim, damage or liability purchased Securities from such
Underwriter but was not sent or given a copy of the Prospectus (as amended or
supplemented) at or prior to the written confirmation of the sale of such
Securities to such person in any case
24
<PAGE>
where such delivery of the Prospectus (as amended or supplemented) is required
by the Act, unless such failure to deliver the Prospectus (as amended or
supplemented) was a result of noncompliance by the Company with Section 5(a)(iv)
and (v) of this Agreement. Notwithstanding anything to the contrary in this
paragraph 8(a), including the joint and several nature of the obligations of the
Company and the Selling Stockholder, each Underwriter and each person who
controls such Underwriter agrees not to assert its rights to indemnity against
the Selling Stockholder for losses, claims, damages or liabilities (or actions
in respect thereof) arising out of or based upon any untrue statement or alleged
untrue statement made by such Selling Stockholder in Section 2(a) of this
Agreement, unless and until (i) such Underwriter or controlling person has
requested indemnification and reimbursement from the Company for such losses,
claims, damages or liabilities (including any legal or other expenses reasonably
incurred) and (ii) the Company does not within 30 days of such request (A) agree
to so indemnify such Underwriter or controlling person and (B) reimburse in full
such Underwriter or controlling person for any such losses, damages or
liabilities (including legal and other expenses) incurred. This indemnity
agreement will be in addition to any liability which the Company and the Selling
Stockholder may otherwise have. Neither the Company nor the Selling Stockholder
will, without the prior written consent of the Underwriter or Underwriters
purchasing, in the aggregate, more than fifty percent (50%) of the Securities,
settle or compromise or consent to the entry of any judgment in any pending or
threatened claim, action, suit or proceeding in respect of which indemnification
may be sought hereunder (whether or not any such Underwriter or any person who
controls any such Underwriter within the meaning of Section 15 of the Act or
Section 20 of the Exchange Act is a party to such claim, action, suit or
proceeding), unless such settlement, compromise or consent includes an
unconditional release of all of the Underwriters and such controlling persons
from all liability arising out of such claim, action, suit or proceeding.
(b) Each Underwriter, severally and not jointly, will indemnify and
hold harmless the Company, each of its directors, each of its officers who
signed the Registration Statement, each person, if any, who controls the Company
within the meaning of Section 15 of the Act or Section 20 of the Exchange Act
and the Selling Stockholder against any losses, claims, damages or liabilities
to which the Company, any such director, officer or controlling person of the
Company or the Selling Stockholder may become subject under the Act, the
Exchange Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon (i)
any untrue statement or alleged untrue statement of any material fact contained
in the Registration Statement or any amendment thereto, any Preliminary
Prospectus or the Prospectus or any amendment or supplement thereto, or any
Application or (ii) the omission or the alleged omission to state therein a
material fact required to be stated in the Registration Statement or any
amendment thereto, any Preliminary Prospectus or the Prospectus or any amendment
or supplement thereto, or any Application necessary to make the statements
therein not misleading, in each case to the extent, but only to the extent, that
such untrue statement or alleged untrue statement or omission or alleged
omission was made in reliance upon and in conformity with written information
furnished to the Company by any Underwriter through the Representatives
specifically for use therein; and, subject to the limitation set forth
immediately preceding this clause, will reimburse, as incurred, any legal or
other expenses reasonably incurred by the Company, any such director, officer or
controlling person or the Selling Stockholder in connection with investigating
or defending any such loss, claim, damage, liability or any action in respect
25
<PAGE>
thereof. This indemnity agreement will be in addition to any liability which
such Underwriter may otherwise have.
(c) Promptly after receipt by an indemnified party under this Section
8 of notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section 8, notify the indemnifying party of the commencement thereof; but the
omission so to notify the indemnifying party will not relieve it from any
liability which it may have to any indemnified party otherwise than under this
Section 8. In case any such action is brought against any indemnified party, and
it notifies the indemnifying party of the commencement thereof, the indemnifying
party will be entitled to participate therein and, to the extent that it may
wish, jointly with any other indemnifying party similarly notified, to assume
the defense thereof, with counsel satisfactory to such indemnified party;
provided, however, that if the defendants in any such action include both
- -------- -------
the indemnified party and the indemnifying party and the indemnified party shall
have reasonably concluded that there may be one or more legal defenses available
to it and/or other indemnified parties which are different from or additional to
those available to the indemnifying party, the indemnifying party shall not have
the right to direct the defense of such action on behalf of such indemnified
party or parties and such indemnified party or parties shall have the right to
select separate counsel to defend such action on behalf of such indemnified
party or parties. After notice from the indemnifying party to such indemnified
party of its election so to assume the defense thereof and approval by such
indemnified party of counsel appointed to defend such action, the indemnifying
party will not be liable to such indemnified party under this Section 8 for any
legal or other expenses, other than reasonable costs of investigation,
subsequently incurred by such indemnified party in connection with the defense
thereof, unless (i) the indemnified party shall have employed separate counsel
in accordance with the proviso to the next preceding sentence (it being
understood, however, that in connection with such action the indemnifying party
shall not be liable for the expenses of more than one separate counsel (in
addition to local counsel) in any one action or separate but substantially
similar actions in the same jurisdiction arising out of the same general
allegations or circumstances, designated by the Representatives in the case of
paragraph (a) of this Section 8, representing the indemnified parties under such
paragraph (a) who are parties to such action or actions) or (ii) the
indemnifying party does not promptly retain counsel satisfactory to the
indemnified party or (iii) the indemnifying party has authorized the employment
of counsel for the indemnified party at the expense of the indemnifying party.
After such notice from the indemnifying party to such indemnified party, the
indemnifying party will not be liable for the costs and expenses of any
settlement of such action effected by such indemnified party without the consent
of the indemnifying party.
(d) The liability of the Selling Stockholder under this Section 8
shall not exceed the lesser of (i) that percentage of the total amount of such
losses, claims, damages or liabilities for which the Underwriters or any persons
controlling such Underwriters are entitled to indemnity hereunder equal to the
percentage obtained by dividing the total number of Securities sold by the
Selling Stockholder hereunder by the total number of Securities sold hereunder
or (ii) an amount equal to the initial public offering price of the Securities
sold by the Selling Stockholder to the Underwriters (less underwriting discounts
and commissions), except in the case of any liability arising as a result of any
untrue statements or alleged untrue statements of the Selling Stockholder in
Sections 2(b)(i), (ii), (iii) or (v) where the liability of the Selling
Stockholder shall not exceed the amount set forth in (ii) of this paragraph (d).
26
<PAGE>
(e) In circumstances in which the indemnity agreement provided for in
the preceding paragraphs of this Section 8 is unavailable or insufficient, for
any reason, to hold harmless an indemnified party in respect of any losses,
claims, damages or liabilities (or actions in respect thereof), each
indemnifying party, in order to provide for just and equitable contribution,
shall contribute to the amount paid or payable by such indemnified party as a
result of such losses, claims, damages or liabilities (or actions in respect
thereof) in such proportion as is appropriate to reflect (i) the relative
benefits received by the indemnifying party or parties on the one hand and the
indemnified party on the other from the offering of the Securities or (ii) if
the allocation provided by the foregoing clause (i) is not permitted by
applicable law, not only such relative benefits but also the relative fault of
the indemnifying party or parties on the one hand and the indemnified party on
the other in connection with the statements or omissions or alleged statements
or omissions that resulted in such losses, claims, damages or liabilities (or
actions in respect thereof), as well as any other relevant equitable
considerations. The relative benefits received by the Company and the Selling
Stockholder on the one hand and the Underwriters on the other shall be deemed to
be in the same proportion as the total proceeds from the offering (before
deducting expenses) received by the Company and the Selling Stockholder bear to
the total underwriting discounts and commissions received by the Underwriters.
The relative fault of the parties shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to
information supplied by the Company, the Selling Stockholder or the
Underwriters, the parties' relative intents, knowledge, access to information
and opportunity to correct and prevent such statement or omission, and any other
equitable considerations appropriate in the circumstances. The Company, the
Selling Stockholder and the Underwriters agree that it would not be equitable if
the amount of such contribution were determined by pro rata or per capita
allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation that does not take into account
the equitable considerations referred to above in this paragraph (e).
Notwithstanding any other provision of this paragraph (e), no Underwriter shall
be obligated to make contributions hereunder that in the aggregate exceed the
total public offering price of the Securities purchased by such Underwriter
under this Agreement, less the aggregate amount of any damages that such
Underwriter has otherwise been required to pay in respect of the same or any
substantially similar claim, and no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(e) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. The Underwriters' obligations to contribute hereunder are
several in proportion to their respective underwriting obligations and not
joint, and contributions among Underwriters shall be governed by the provisions
of the Prudential Securities Incorporated Master Agreement Among Underwriters.
For purposes of this paragraph (e), each person, if any, who controls an
Underwriter within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act shall have the same rights to contribution as such Underwriter, and
each director of the Company, each officer of the Company who signed the
Registration Statement and each person, if any, who controls the Company or the
Selling Stockholder within the meaning of Section 15 of the Act or Section 20 of
the Exchange Act, shall have the same rights to contribution as the Company or
the Selling Stockholder, as the case may be.
9. Default of Underwriters. If one or more Underwriters default in their
-----------------------
obligations to purchase Firm Securities or Option Securities hereunder and the
aggregate
27
<PAGE>
number of such Securities that such defaulting Underwriter or Underwriters
agreed but failed to purchase is ten percent or less of the aggregate number of
Firm Securities or Option Securities to be purchased by all of the Underwriters
at such time hereunder, the other Underwriters may make arrangements
satisfactory to the Representatives for the purchase of such Securities by other
persons (who may include one or more of the non-defaulting Underwriters,
including the Representatives), but if no such arrangements are made by the Firm
Closing Date or the related Option Closing Date, as the case may be, the other
Underwriters shall be obligated severally in proportion to their respective
commitments hereunder to purchase the Firm Securities or Option Securities that
such defaulting Underwriter or Underwriters agreed but failed to purchase. If
one or more Underwriters so default with respect to an aggregate number of
Securities that is more than ten percent of the aggregate number of Firm
Securities or Option Securities, as the case may be, to be purchased by all of
the Underwriters at such time hereunder, and if arrangements satisfactory to the
Representatives are not made within 36 hours after such default for the purchase
by other persons (who may include one or more of the non-defaulting
Underwriters, including the Representatives) of the Securities with respect to
which such default occurs, this Agreement will terminate without liability on
the part of any non-defaulting Underwriter or the Company other than as provided
in Section 10 hereof. In the event of any default by one or more Underwriters as
described in this Section 9, the Representatives shall have the right to
postpone the Firm Closing Date or the Option Closing Date, as the case may be,
established as provided in Section 3 hereof for not more than seven business
days in order that any necessary changes may be made in the arrangements or
documents for the purchase and delivery of the Firm Securities or Option
Securities, as the case may be. As used in this Agreement, the term
"Underwriter" includes any person substituted for an Underwriter under this
Section 9. Nothing herein shall relieve any defaulting Underwriter from
liability for its default.
10. Survival. The respective representations, warranties, agreements,
---------
covenants, indemnities and other statements of the Company, its officers, the
Selling Stockholder and the several Underwriters set forth in this Agreement or
made by or on behalf of them, respectively, pursuant to this Agreement shall
remain in full force and effect, regardless of (i) any investigation made by or
on behalf of the Company, any of its officers or directors, the Selling
Stockholder, any Underwriter or any controlling person referred to in Section 8
hereof and (ii) delivery of and payment for the Securities. The respective
agreements, covenants, indemnities and other statements set forth in Sections 6
and 8 hereof shall remain in full force and effect, regardless of any
termination or cancellation of this Agreement.
11. Termination.
------------
(a) This Agreement may be terminated with respect to the Firm
Securities or any Option Securities in the sole discretion of the
Representatives by notice to the Company and the Selling Stockholder given prior
to the Firm Closing Date or the related Option Closing Date, respectively, in
the event that the Company or the Selling Stockholder shall have failed, refused
or been unable to perform all obligations and satisfy all conditions on its part
to be performed or satisfied hereunder at or prior thereto or, if at or prior to
the Firm Closing Date or such Option Closing Date, respectively,
(i) the Company or any of its subsidiaries shall have, in the
sole judgment of the Representatives, sustained any material loss or
interference with their
28
<PAGE>
respective businesses or properties from fire, flood, hurricane, accident or
other calamity, whether or not covered by insurance, or from any labor
dispute or any legal or governmental proceeding or there shall have been any
material adverse change, or any development involving a prospective material
adverse change (including without limitation a change in management or
control of the Company), in the condition (financial or otherwise), business
prospects, net worth or results of operations of the Company and its
subsidiaries, except in each case as described in or contemplated by the
Prospectus (exclusive of any amendment or supplement thereto);
(ii) (A) trading in the Common Stock shall have been suspended
by the Commission or the Nasdaq National Market or (B) trading in securities
generally on the New York Stock Exchange or the Nasdaq National Market shall
have been suspended or minimum or maximum prices shall have been established
on either such exchange or market system;
(iii) a banking moratorium shall have been declared by
Massachusetts, New York or United States authorities; or
(iv) there shall have been (A) an outbreak or escalation of
hostilities between the United States and any foreign power, (B) an outbreak
or escalation of any other insurrection or armed conflict involving the
United States or (C) any other calamity or crisis or material adverse change
in general economic, political or financial conditions having an effect on
the U.S. financial markets that, in the sole judgment of the Representatives,
makes it impractical or inadvisable to proceed with the public offering or
the delivery of the Securities as contemplated by the Registration Statement,
as amended as of the date hereof.
(b) Termination of this Agreement pursuant to this Section 11 shall be
without liability of any party to any other party except as provided in Section
10 hereof.
12. Information Supplied by Underwriters. The statements set forth in the
------------------------------------
last paragraph on the front cover page and under the heading "Underwriting" in
any Preliminary Prospectus or the Prospectus (to the extent such statements
relate to the Underwriters) constitute the only information furnished by any
Underwriter through the Representatives to the Company for the purposes of
Sections 2(a)(ii) and 8 hereof. The Underwriters confirm that such statements
(to such extent) are correct.
13. Notices. All communications hereunder shall be in writing and, if
-------
sent to any of the Underwriters, shall be delivered or sent by mail, telex or
facsimile transmission and confirmed in writing to Prudential Securities
Incorporated, One New York Plaza, New York, New York 10292, Attention: Equity
Transactions Group; and if sent to the Company or the Selling Stockholder, shall
be delivered or sent by mail, telex or facsimile transmission and confirmed in
writing to the Company at One Jewel Drive, Wilmington, Massachusetts 01887.
14. Successors. This Agreement shall inure to the benefit of and shall be
----------
binding upon the several Underwriters, the Company, the Selling Stockholder and
their respective successors and legal representative, and nothing expressed or
mentioned in this Agreement is intended or shall be construed to give any other
person any legal or equitable right, remedy or
29
<PAGE>
claim under or in respect of this Agreement, or any provisions herein contained,
this Agreement and all conditions and provisions hereof being intended to be and
being for the sole and exclusive benefit of such persons and for the benefit of
no other person except that (i) the indemnities of the Company and the Selling
Stockholder contained in Section 8 of this Agreement shall also be for the
benefit of any person or persons who control any Underwriter within the meaning
of Section 15 of the Act or Section 20 of the Exchange Act and (ii) the
indemnities of the Underwriters contained in Section 8 of this Agreement shall
also be for the benefit of the directors of the Company, the officers of the
Company who have signed the Registration Statement, any person or persons who
control the Company within the meaning of Section 15 of the Act or Section 20 of
the Exchange Act and the Selling Stockholder. No purchaser of Securities from
any Underwriter shall be deemed a successor because of such purchase.
15. Applicable Law. The validity and interpretation of this Agreement,
--------------
and the terms and conditions set forth herein, shall be governed by and
construed in accordance with the laws of the State of New York, without giving
effect to any provisions relating to conflicts of laws.
16. Counterparts. This Agreement may be executed in two or more
------------
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
-------------------------------------------
30
<PAGE>
If the foregoing correctly sets forth our understanding, please indicate
your acceptance thereof in the space provided below for that purpose, whereupon
this letter shall constitute an agreement binding the Company, the Selling
Stockholder and each of the several Underwriters.
Very truly yours,
ALTRON INCORPORATED
By:
------------------------------
Name:
Title:
SELLING STOCKHOLDER
--------------------------------
Samuel Altschuler
The foregoing Agreement is hereby
confirmed and accepted as of the
date first above written.
PRUDENTIAL SECURITIES INCORPORATED
NEEDHAM & COMPANY, INC.
By: PRUDENTIAL SECURITIES INCORPORATED
By:
------------------------------
Name: Jean-Claude Canfin
Title: Director
For itself and on behalf of the Representatives.
31
<PAGE>
SCHEDULE I
UNDERWRITERS
<TABLE>
<CAPTION>
(a) (b)
Number of Firm Number of Firm
Securities to Securities to be
be Purchased Purchased from the
Underwriter from the Company Selling Stockholder
----------- ----------------- --------------------
<S> <C> <C>
Prudential Securities Incorporated
Needham & Company, Inc.
TOTAL.......................... 1,100,000 100,000
========= =======
</TABLE>
32
<PAGE>
EXHIBIT 3.1
THE COMMONWEALTH OF MASSACHUSETTS
JOHN F. X. DAVOREN
Secretary of the Commonwealth
STATE HOUSE
BOSTON, MASS.
ARTICLES OF ORGANIZATION
(Under G.L. Ch. 156B)
NAME
(including given name in full) POST OFFICE ADDRESS
We, Anthony J. Medaglia, Jr. 294 Washington Street
Boston, Mass.
George C. Harrington as above
Joanna Ciampa as above
do hereby associate ourselves as incorporators with the intention of forming a
corporation under the provisions of General Laws, Chapter 156B.
1. The name by which the corporation shall be known is:
ALTRON, INC.
2. The purposes for which the corporation is formed are as follows:
See pages 2A and 2B attached hereto.
NOTE: If provisions for which the space provided under Articles 2, 4, 5 and 6
is not sufficient additions should be set out on continuation sheets to be
numbered 2A, 2B, etc. Indicate under each Article where the provision is set
out. Continuation sheets shall be on 8-1/2" x 11" paper and must have a left
hand margin 1 inch wide for binding. Only one side should be used.
<PAGE>
3. The total number of shares and the par value, if any, of each class of
stock which the corporation is authorized is as follows:
<TABLE>
<CAPTION>
WITHOUT PAR VALUE WITH PAR VALUE
----------------- -------------------------
NUMBER PAR
CLASS OF STOCK NUMBER OF SHARES OF SHARES VALUE AMOUNT
-------------- ---------------- --------- ----- ------
<S> <C> <C> <C> <C>
Preferred $
Common 40,000 $.50 $20,000
</TABLE>
*4. If more than one class is authorized, a description of each of the
different classes of stock with, if any, the preferences, voting powers,
qualifications, special or relative rights or privileges as to each class
thereof and any series now established:
NONE
*5. The restrictions, if any, imposed by the Articles of Organization upon the
transfer of shares of stock of any class are as follows:
NONE
*6. Other lawful provisions, if any, for the conduct and regulation of the
business and affairs of the corporation, for its voluntary dissolution, or
for limiting, defining, or regulating the powers of the corporation, or of
its directors or stockholders, or of any class of stockholders:
See pages 6A and 6B attached hereto.
*If there are no provisions state "None".
- 2 -
<PAGE>
The purposes for which the Corporation is formed are as follows:
To manufacture, design, develop and sell printed circuit boards and
other electrical and electronic components and equipment; to engage in the
research, development, manufacture, purchase, sale, import, export, license,
distribution, design or rental of any product, machine, apparatus, appliance,
merchandise and property of every kind and description; to engage in research
and development, purchase, sale, import, export, license, distribution,
design, manufacture, or rental of any product, machine, apparatus, appliance,
merchandise, any property of every kind and description, ideas, systems,
procedures, and services of any nature, including, without limiting the
generality of the foregoing, all types of electrical, mechanical,
electromechanical and electronic products and systems; to discover, invent or
acquire processes, improvements, inventions, designs, patents, patent rights
and licenses, trademarks, trade names, copyrights and trade secrets applicable
to any of the foregoing, and to hold, use, sell, license the use of and
otherwise deal in or dispose of the same; to acquire, hold, use and dispose or
avail of, buy and sell, handle on commissions, or otherwise deal in, personal
property of whatever kind and wherever situated and rights and interests
therein; to lend money, credit or security to, to guarantee or assume
obligations of, and to aid in any other manner other concerns wherever and
however organized, any operation of which or any interest in which is held by
this Corporation or in the affairs or property of which this Corporation has a
lawful interest, and to do all acts and things designed to protect, improve or
enhance the value of any such obligation or interest; to prepare, process,
import, export, buy, sell and generally deal in goods, wares and merchandise
of all kinds; to purchase, improve, develop, lease, mortgage and sell real
estate in such parts or parcels, improved or unimproved and on such terms as
to the time and manner of payment as may be agreed upon; and to carry on any
business permitted by the laws of the Commonwealth of Massachusetts to a
corporation organized under Chapter 156B of the General Laws.
- 2A/B -
<PAGE>
6. Other lawful provisions for the conduct and regulation of the
business and affairs of the corporation, for its voluntary dissolution, or for
limiting, defining, or regulating the powers of the corporation, or of its
directors or stockholders, or of any class of stockholders:
No Director or Officer shall be disqualified by his office from
dealing or contracting as vendor, purchaser or otherwise, whether in his
individual capacity or through any other corporation, trust, association or
firm in which he is interested as stockholder, director, trustee, partner or
otherwise, with the corporation or any corporation, trust, association or firm
in which the corporation shall be a stockholder or otherwise interested or
which shall hold stock or be otherwise interested in the corporation, nor
shall any such dealing or contract be avoided, nor shall any Director or
officer so dealing or contracting be liable to account for any profit or
benefit realized through any such dealing or contract to the corporation or to
any stockholder or creditor thereof because of the fiduciary relationship
established by reason of his holding such Directorship or office. Such
Director or officer shall, however, disclose the nature of any such interest
then existing, though not necessarily the details or extent thereof, to the
Board of Directors before any action is taken by the Board authorizing such
dealing or contract, or if any such interest shall later arise, within a
reasonable time thereafter. A general notice that a Director or officer is a
Director, stockholder, officer, trustee or partner of, or otherwise interested
in, any specified corporation, trust, association or firm and is to be
regarded as interested in all transactions therewith shall be a sufficient
disclosure under this paragraph. No Director shall vote as a Director on any
such dealing or contract, and if he does so vote his vote shall not be counted
but shall not render such dealing or contract voidable, except that a Director
may vote on any contract or agreement by the corporation to indemnify him, and
except also that such prohibition against voting may at any time be suspended
or relaxed by the stockholders at a meeting called for the purpose.
No stockholder shall be disqualified from dealing or contracting as
vendor, purchaser or otherwise, either in his individual capacity or through
any other corporation, trust, association or firm in which he is interested as
stockholder, director, trustee, partner or otherwise, with the corporation or
any corporation, trust, association or firm in which the corporation shall be
a stockholder or otherwise interested or which shall hold stock or be
otherwise interested in the corporation, nor shall any such dealing or
contract be avoided, nor shall any stockholder so dealing or contracting be
liable to account for any profit or benefit realized through any such contract
or dealing to the corporation or to any stockholder or creditor thereof by
reason of such stockholder holding stock in the corporation to any amount, nor
shall any fiduciary relationship be deemed to be established by such
stockholding.
Meetings of the stockholders of the corporation may be held at any
place within the United States.
- 6A/B -
<PAGE>
7. The first meeting of the incorporators was duly held on the Fourth day of
March 1970 at which by-laws of the corporation were duly adopted and at
which the initial directors, president, treasurer and clerk, whose names
are set out below, were duly elected.
8. The following information shall not for any purpose be treated as a
permanent part of the Articles of Organization of the corporation.
a. The post office address of the initial principal office of the
------------------- ------------------------
corporation in Massachusetts is:
27 Hathaway Road, Lexington, Massachusetts
b. The name, residence, and post office address of each of the initial
directors and following officers of the corporation elected at the
first meeting are as follows:
NAME RESIDENCE POST OFFICE ADDRESS
President: Samuel Altschuler 27 Hathaway Road 27 Hathaway Road
Lexington, Mass. Lexington, Mass.
Treasurer: Samuel Altschuler as above as above
Clerk: Anthony J. Medaglia, Jr. 189 Windsor Road as above
Waban, Mass.
Directors: Samuel Altschuler as above as above
Anthony J. Medaglia, Jr. as above as above
Nancy J. Altschuler 27 Hathaway Road as above
Lexington, Mass.
c. The date initially adopted on which the corporation's fiscal year
----------------------
ends is:
December 31.
d. The date initially fixed in the by-laws for the annual meeting of
-----------------------------------------------------
stockholders of the corporation is:
Last Thursday in April
e. The name and business address of the resident agent, if any, of the
corporation is:
N O N E
IN WITNESS WHEREOF, and under the penalties of perjury, we, the
above-named INCORPORATORS, hereto sign our names, this Fourth day of March,
1970.
/s/Anthony J. Medaglia, Jr.
-----------------------------------
/s/George C. Harrington
-----------------------------------
/s/Joanna Ciampa
-----------------------------------
- 3 -
<PAGE>
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF ORGANIZATION
GENERAL LAWS, CHAPTER 156B, SECTION 12
----------------------------------------
I hereby certify that, upon an
examination of the within-written
articles of organization, duly
submitted to me, it appears that the
provisions of the General Laws relative
to the organization of corporations
have been complied with, and I hereby
approve said articles; and the filing
fee in the amount of $75.00 having been
paid, said articles are deemed to have
been filed with me this 5th day of
March 1970.
JOHN F.X. DAVOREN
-----------------
Secretary of the Commonwealth
TO BE FILLED IN BY CORPORATION
PHOTO COPY OF ARTICLES OF ORGANIZATION TO BE SENT TO:
Hutchins & Wheeler AJM, Jr.
-----------------------------
294 Washington Street
-----------------------------
Boston, Massachusetts 02108
-----------------------------
482-4530
Filing Fee: 1/20 of 1% of the
total amount of the authorized
capital stock with par value,
and one cent a share for all
authorized shares without par
value, but not less than $75.
General Laws, Chapter 156B.
Shares of stock with a par
value of less than one dollar
shall be deemed to have par
value of one dollar per share.
Copy Mailed 3-10-70
<PAGE>
THE COMMONWEALTH OF MASSACHUSETTS
JOHN F. X. DAVOREN
Secretary of the Commonwealth
STATE HOUSE, BOSTON, MASS.
02133
ARTICLES OF AMENDMENT
General Laws, Chapter 156B, Section 72
This certificate must be submitted to the Secretary of the Commonwealth
within sixty days after the date of the vote of stockholders adopting the
amendment. The fee for filing this certificate is prescribed by General Laws,
Chapter 156B, Section 114. Make check payable to the Commonwealth of
Massachusetts.
----------------
We, Samuel Altschuler , President and
Anthony J. Medaglia, Jr. , Clerk of
ALTRON, INC.
(Name of Corporation)
located at 33 Industrial Way, Wilmington, Massachusetts
do hereby certify that the following amendment to the articles of organization
of the corporation was duly adopted at a meeting held on May 16, 1974, by vote
of
28,200 shares of out of 38,700 shares outstanding,
(class of stock)
being at least a majority of each class outstanding and
entitled to vote thereon./1/
CROSS OUT
INAPPLICABLE [clause crossed out]
CLAUSE
RESOLVED: That the Articles of Organization of the Corporation be and they
- -------- hereby are amended to change the name of the Corporation from
ALTRON, INC. to ALTRON INCORPORATED and that the President and
the Clerk be and they hereby are authorized to execute and file
Articles of Amendment to the Articles of Organization with the
Secretary of the Commonwealth of Massachusetts and that the
foregoing amendment take effect when so filed.
/1/For amendments adopted pursuant to Chapter 156B, Section 70.
/2/For amendments adopted pursuant to Chapter 156B, Section 71.
NOTE: Amendments for which the space provided above is not sufficient should
be set out on continuation sheets to be numbered 2A, 2B, etc.
Continuation sheets shall be on 8-1/2" wide x 11" high paper and must
have a left-hand margin 1 inch wide for binding. Only one side should
be used.
<PAGE>
The foregoing amendment will become effective when these articles of
amendment are filed in accordance with Chapter 156B, Section 6 of the General
Laws unless these articles specify, in accordance with the vote adopting the
amendment, a later effective date not more than thirty days after such filing,
in which event the amendment will become effective on such later date.
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed
our names this
11th day of June, in the year 1974
/s/Samuel Altschuler, President
- ------------------------------
/s/Anthony J. Medaglia, Jr., Clerk
- ------------------------------
<PAGE>
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
(General Laws, Chapter 156B, Section 72)
I hereby approve the within articles
of amendment and, the filing fee in the
amount of $50.00 having been paid, said
articles are deemed to have been filed
with me this 13th day of June, 1974.
JOHN F.X. DAVOREN
Secretary of the Commonwealth
State House, Boston, Mass.
TO BE FILLED IN BY CORPORATION
PHOTO COPY OF AMENDMENT TO BE SENT
TO: Anthony J. Medaglia, Jr.
Hutchins & Wheeler
-------------------------------
One Boston Place
-------------------------------
Boston, Massachusetts 02108
------------------------------
Copy Mailed JUN 19 1974
<PAGE>
THE COMMONWEALTH OF MASSACHUSETTS
JOHN F. X. DAVOREN
Secretary of the Commonwealth
STATE HOUSE, BOSTON, MASS.
02133
ARTICLES OF AMENDMENT
General Laws, Chapter 156B, Section 72
This certificate must be submitted to the Secretary of the Commonwealth
within sixty days after the date of the vote of stockholders adopting the
amendment. The fee for filing this certificate is prescribed by General
Laws, Chapter 156B, Section 114. Make check payable to the Commonwealth of
Massachusetts.
---------
We, Samuel Altschuler ,President and
Anthony J. Medaglia, Jr. , Clerk of
ALTRON INCORPORATED
- --------------------------------------------------------------------------------
(Name of Corporation)
located at 33 Industrial Way, Wilmington, Massachusetts
---------------------------------------------------------------------
do hereby certify that the following amendment to the articles of
organization of the corporation was duly adopted at a meeting held on
May 16, , 1974, by vote of
- --------------------
28,200 shares of out of 38,700 shares outstanding,
---------------
(Class of Stock)
being at least a majority of each class outstanding and
entitled to vote thereon:/1/
CROSS OUT
INAPPLICABLE
CLAUSE
RESOLVED: That the Articles of Organization of the Corporation be and
-------- they hereby are amended to increase by ten thousand (10,000)
shares the amount of common stock $.50 par value authorized to
be issued by the Corporation so that the amount of common stock
$.50 par value which the Corporation is authorized to issue
will be fifty thousand ($50,000) shares; and that the President
and the Clerk be and they hereby are authorized to execute and
file Articles of Amendment to the Articles of Organization with
the Secretary of the Commonwealth of Massachusetts and that the
foregoing amendment take effect when so filed.
/1/For amendments adopted pursuant to Chapter 156B, Section 70.
/2/For amendments adopted pursuant to Chapter 156B, Section 71.
NOTE: Amendments for which the space provided above is not sufficient should
be set out on continuation sheets to be numbered 2A, 2B, etc.
Continuation sheets shall be on 8-1/2" wide x 11" high paper and must
have a left-hand margin 1 inch wide for binding. Only one side should
be used.
<PAGE>
The foregoing amendment will become effective when these articles of
amendment are filed in accordance with Chapter 156B, Section 6 of the General
Laws unless these articles specify, in accordance with the vote adopting the
amendment, a later effective date not more than thirty days after such
filing, in which event the amendment will become effective on such later date.
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed
our names this 11th day of June, in the year 1974.
/s/Samuel Altschuler President
- -------------------------------------------
/s/Anthony J. Medaglia, Jr. Clerk
- -------------------------------------------
<PAGE>
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
(General Laws, Chapter 156B, Section 72)
I hereby approve the within articles
of amendment and, the filing fee in the
amount of $50.00 having been paid, said
articles are deemed to have been filed
with me this 13th day of June, 1974.
JOHN F.X. DAVOREN
Secretary of the Commonwealth
State House, Boston, Mass.
TO BE FILLED IN BY CORPORATION
PHOTO COPY OF AMENDMENT TO BE SENT TO:
To: Anthony J. Medaglia, Jr.
Hutchins & Wheeler
-------------------------------
One Boston Place
-------------------------------
Boston, Massachusetts 02108
-------------------------------
Copy Mailed JUN 19 1974
<PAGE>
THE COMMONWEALTH OF MASSACHUSETTS
PAUL GUZZI
Secretary of the Commonwealth
STATE HOUSE, BOSTON, MASS. FEDERAL I.D. NO.
02133
ARTICLES OF AMENDMENT
04-2464301
----------------
General Laws, Chapter 156B, Section 72
This certificate must be submitted to the Secretary of the Commonwealth
within sixty days after the date of the vote of stockholders adopting the
amendment. The fee for filing this certificate is prescribed by General
Laws, Chapter 156B, Section 114. Make check payable to the Commonwealth of
Massachusetts.
---------
We, Samuel Altschuler ,President and
Anthony J. Medaglia, Jr. , Clerk of
ALTRON INCORPORATED
- --------------------------------------------------------------------------------
(Name of Corporation)
located at One Jewel Drive, Wilmington, Massachusetts 01887
---------------------------------------------------------------------
do hereby certify that the following amendment to the articles of
organization of the corporation was duly adopted at a meeting held on
May 12, 1977, by vote of
34,885 shares of common out of 41,850 shares outstanding,
- ---------- --------------- -----------
(Class of Stock)
being at least a majority of each class outstanding and
entitled to vote thereon:/1/
CROSS OUT
INAPPLICABLE [Clause crossed out]
CLAUSE
RESOLVED: That the Articles of Organization of this Corporation be and they
- -------- hereby are amended as follows:
1. The number of shares of common stock which the Corporation is
authorized to issue shall be increased from 50,000 shares to
500,000 shares.
(SEE CONTINUATION PAGE)
/1/For amendments adopted pursuant to Chapter 156B, Section 70.
/2/For amendments adopted pursuant to Chapter 156B, Section 71.
NOTE: Amendments for which the space provided above is not sufficient should be
set out on continuation sheets to be numbered 2A, 2B, etc. Continuation
sheets shall be on 8-1/2" wide x 11" high paper and must have a left-hand
margin 1 inch wide for binding. Only one side should be used.
<PAGE>
CONTINUATION PAGE
2. The authorized shares of common stock with a par value of $.50 per
share shall be changed to shares of common stock with a par value of $.05
per share.
3. Each share of common stock with a par value of $.50 per share which
the Corporation had authority to issue immediately prior to the taking
effect of the Plan (whether issued or unissued) shall be changed into and
become ten (10) shares of common stock with a par value of $.05 per
share.
4. Each certificate representing shares of common stock with a par value
of $.50 which shall be issued and outstanding immediately prior to the
taking effect of the Plan shall thereafter represent the same number of
shares of common stock with a par value of $.05 per share; and the
Corporation shall issue to or upon the order of each holder of record, as
of the day the Plan takes effect, an additional certificate or
certificates representing nine (9) shares of common stock with a par
value of $.05 per share for each share of common stock with a par value
of $.50 per share previously outstanding.
5. The Board of Directors, President and Treasurer of this Corporation
shall be authorized to issue such additional shares of common stock as
may be necessary to effect this Plan of Recapitalization.
6. Such amendments shall be made to the Articles of Organization of this
Corporation as are necessary or appropriate to effectuate this Plan, and
such amendments shall be adopted and filed with the Secretary of State of
the Commonwealth of Massachusetts and take effect when so filed.
<PAGE>
The foregoing amendment will become effective when these articles of
amendment are filed in accordance with Chapter 156B, Section 6 of the General
Laws unless these articles specify, in accordance with the vote adopting the
amendment, a later effective date not more than thirty days after such
filing, in which event the amendment will become effective on such later date.
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed
our names this twelfth day of May, in the year 1977
/s/Samuel Altschuler ................. President
- ---------------------------
/s/Anthony J. Medaglia, Jr................. Clerk
- ---------------------------
<PAGE>
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
(General Laws, Chapter 156B, Section 72)
I hereby approve the within articles
of amendment and, the filing fee in the
amount of $225.00 having been paid,
said articles are deemed to have been
filed with me this 17th day of May,
1977.
PAUL GUZZI
Secretary of the Commonwealth
Secretary of the Commonwealth
State House, Boston, Mass.
TO BE FILLED IN BY CORPORATION
PHOTO COPY OF AMENDMENT TO BE SENT
To: Anthony J. Medaglia, Jr., Esquire
Hutchins & Wheeler
----------------------------------
One Boston Place
----------------------------------
Boston, Massachusetts 02108
-----------------------------------
Tel. No. 723-7020
----------------------------------
Copy Mailed May 19, 1977
<PAGE>
FORM CD-72-17,500-5-77-D405103
THE COMMONWEALTH OF MASSACHUSETTS
MICHAEL JOSEPH CONNOLLY
FEDERAL IDENTIFICATION
Secretary of the Commonwealth
ONE ASHBURTON PLACE, BOSTON, MASS. 0210 No 04-2464301
--------------
ARTICLES OF AMENDMENT
General Laws, Chapter 156B, Section 72
This certificate must be submitted to the Secretary of the Commonwealth
within sixty days after the date of the vote of stockholders adopting the
amendment. The fee for filing this certificate is prescribed by General Laws,
Chapter 156B, Section 114. Make check payable to the Commonwealth of
Massachusetts.
We, Samuel Altschuler , President and
Anthony J. Medaglia, Jr. , Clerk of
ALTRON INCORPORATED
(Name of Corporation)
located at One Jewel Drive, Wilmington, Massachusetts 01887
do hereby certify that the following amendment to the articles of organization
of the corporation was duly adopted at a meeting held on May 22, 1980, by vote
of
362,661 shares of Common out of 425,741 shares outstanding,
(class of stock)
being at least a majority of each class outstanding and entitled
to vote thereon:/1/
CROSS OUT
INAPPLICABLE [clause crossed out]/2/
CLAUSE
RESOLVED: That the Articles of Organization of this Corporation be and
- -------- they hereby are amended to increase by one hundred thousand
(100,000) shares the amount of common stock, $.05 par value
authorized to be issued by the Corporation so that the amount of
common stock $.05 par value which the Corporation is authorized
to issue will be six hundred thousand (600,000) shares; and that
the President and Clerk be and they hereby are authorized and
directed in the name and on behalf of this Corporation to
execute and file Articles of Amendment to the Articles of
Organization with the Secretary of the Commonwealth of
Massachusetts with the appropriate fee paid and that the
foregoing amendment take effect when so filed.
/1/ For amendments adopted pursuant to Chapter 156B, Section 70.
/2/ For amendments adopted pursuant to Chapter 156B, Section 71.
NOTE: Amendments for which the space provided above is not sufficient should
be set out on continuation sheets to be numbered 2A, 2B, etc.
Continuation sheets shall be on 8-1/2" wide x 11" high paper and must
have a left-hand margin 1 inch wide for binding. Only one side should
be used.
<PAGE>
FOR INCREASE IN CAPITAL FILL IN THE FOLLOWING
<TABLE>
<S> <C> <C>
0 shares preferred (with par value)
-------
The total amount of capital stock already 500,000 shares common (with par value)
authorized is -------
0 shares preferred (without par value)
-------
0 shares common (without par value)
-------
0 shares preferred (with par value)
-------
The amount of additional capital stock 100,000 shares common (with par value)
authorized is -------
0 shares preferred (without par value)
-------
0 shares common (without par value)
-------
</TABLE>
<PAGE>
The foregoing amendment will become effective when these articles of
amendment are filed in accordance with Chapter 156B, Section 6 of the General
Laws unless these articles specify, in accordance with the vote adopting the
amendment, a later effective date not more than thirty days after such filing,
in which event the amendment will become effective on such later date.
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed
our names this
22nd day of May, in the year 1980
/s/Samuel Altschuler President
-------------------------------
/s/Anthony J. Medaglia, Jr. Clerk
-------------------------------
<PAGE>
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
(General Laws, Chapter 156B, Section 72)
I hereby approve the within articles
of amendment and, the filing fee in the
amount of $50.00 having been paid, said
articles are deemed to have been filed
with me this 12th day of June, 1980.
MICHAEL JOSEPH CONNOLLY
Secretary of the Commonwealth
State House, Boston, Mass.
TO BE FILLED IN BY CORPORATION
PHOTO COPY OF AMENDMENT TO BE SENT
TO: Anthony J. Medaglia, Jr., Esquire
Hutchins & Wheeler
----------------------------------------
One Boston Place
----------------------------------------
Boston, Massachusetts 02108
----------------------------------------
Telephone: 725-1500
----------------------------------------
Copy Mailed
<PAGE>
FORM CD-72-30M-10-79-152328
THE COMMONWEALTH OF MASSACHUSETTS
MICHAEL JOSEPH CONNOLLY FEDERAL IDENTIFICATION
No 04-2464301
--------------
Secretary of State
ONE ASHBURTON PLACE, BOSTON, MASS. 02108
ARTICLES OF AMENDMENT
General Laws, Chapter 156B, Section 72
This certificate must be submitted to the Secretary of the Commonwealth
within sixty days after the date of the vote of stockholders adopting the
amendment. The fee for filing this certificate is prescribed by General Laws,
Chapter 156B, Section 114. Make check payable to the Commonwealth of
Massachusetts.
We, Samuel Altschuler , President and
Anthony J. Medaglia, Jr. , Clerk of
ALTRON INCORPORATED
(Name of Corporation)
located at One Jewel Drive, Wilmington, Massachusetts 01887
do hereby certify that the following amendment to the articles of organization
of the corporation was duly adopted at a meeting held on May 21, 1981, by vote
of
-359,930- shares of Common out of -432,700- shares outstanding,
(class of stock)
being at least a majority of each outstanding and entitled to vote thereon./1/
CROSS OUT
INAPPLICABLE [clause crossed out]/2/
CLAUSE
RESOLVED: That the Articles of Organization of this Corporation be amended
- -------- by striking in its entirety Paragraph 6 of said Articles of
Organization and substituting therefor a new Paragraph 6 in the
form presented to the meeting and made a part of these minutes.
/1/For amendments adopted pursuant to Chapter 156B, Section 70.
/2/For amendments adopted pursuant to Chapter 156B, Section 71.
NOTE: If the space provided under any Amendment or item on this form
is insufficient, additions shall be set forth on separate 8-1/2
x 11 sheets of paper leaving a left hand margin of at least 1
inch for binding. Additions to more than one Amendment may be
continued on a single sheet so long as each Amendment requiring
each such addition is clearly indicated.
<PAGE>
6. Other lawful provisions for the conduct and regulation of
the business and affairs of the corporation, for its voluntary
dissolution or for limiting, defining or regulating the powers
of the corporation, or of its directors or stockholders, or of
any class of stockholders:
No Director or officer shall be disqualified by his office
from dealing or contracting as vendor, purchaser or otherwise,
whether in his individual capacity or through any other
corporation, trust, association, firm or joint venture in which
he is interested as a stockholder, director, trustee, partner
or otherwise, with the corporation or any corporation, trust,
association, firm or joint venture in which the corporation
shall be a stockholder or otherwise interested or which shall
hold stock or be otherwise interested in the corporation, nor
shall any such dealing or contract be avoided, nor shall any
Director or officer so dealing or contracting be liable to
account for any profit or benefit realized through any such
dealing or contract to the corporation or to any stockholder or
creditor thereof solely because of the fiduciary relationship
established by reason of his holding such Directorship or
office. Any such interest of a Director shall not disqualify
him from being counted in determining the existence of a quorum
at any meeting nor shall any such interest disqualify him from
voting or consenting as a Director or having his vote or
consent counted in connection with any such dealing or contract.
No stockholder shall be disqualified from dealing or
contracting as vendor, purchaser or otherwise, either in his
individual capacity or through any other corporation, trust,
association, firm or joint venture in which he is interested as
a stockholder, director, trustee, partner or otherwise, with
the corporation or any corporation, trust, association, firm or
joint venture in which the corporation shall be a stockholder
or otherwise interested or which shall hold stock or be
otherwise interested in the corporation, nor shall any such
dealing or contract be avoided, nor shall any stockholder so
dealing or contracting be liable to account for any profit or
benefit realized through any such contract or dealing to the
corporation or to any stockholder or creditor thereof by reason
of such stockholder holding stock in the corporation to any
amount, nor shall any fiduciary relationship be deemed to be
established by such stockholding.
Meetings of the stockholders of the corporation may be held
at any place within the United States.
The corporation may be a partner in any business enterprise
it would have power to conduct by itself.
The Directors may make, amend or repeal the By-Laws in
whole or in part, except with respect to any provision thereof
which by law or the By-Laws requires action by the stockholders.
1/81
<PAGE>
The foregoing amendment will become effective when these
articles of amendment are filed in accordance with Chapter
156B, Section 6 of The General Laws unless these articles
specify, in accordance with the vote adopting the amendment, a
later effective date not more than thirty days after such
filing, in which event the amendment will become effective on
such later date.
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have
hereto signed our names this
22nd day of May, in the year 1981
/s/Samuel Altschuler President
---------------------------
/s/Anthony J. Medaglia, Jr. Clerk
---------------------------
<PAGE>
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
(General Laws, Chapter 156B, Section 72)
I hereby approve the within articles
of amendment and, the filing fee in the
amount of $50.00 having been paid, said
articles are deemed to have been filed
with me this 15th day of June, 1981.
MICHAEL JOSEPH CONNOLLY
Secretary of State
TO BE FILLED IN BY CORPORATION
PHOTO COPY OF AMENDMENT TO BE SENT
To: Anthony J. Medaglia, Jr., Esquire
Hutchins & Wheeler
----------------------------------------
One Boston Place
----------------------------------------
Boston, Massachusetts 02108
----------------------------------------
Telephone: 725-1500
----------------------------------------
Copy Mailed
<PAGE>
FORM CD-72-30M-10-79-152328
THE COMMONWEALTH OF MASSACHUSETTS
MICHAEL JOSEPH CONNOLLY FEDERAL IDENTIFICATION
No 04-2464301
--------------
Secretary of State
ONE ASHBURTON PLACE, BOSTON, MASS. 02108
ARTICLES OF AMENDMENT
General Laws, Chapter 156B, Section 72
This certificate must be submitted to the Secretary of the Commonwealth
within sixty days after the date of the vote of stockholders adopting the
amendment. The fee for filing this certificate is prescribed by General Laws,
Chapter 156B, Section 114. Make check payable to the Commonwealth of
Massachusetts.
We, Samuel Altschuler , President and
Anthony J. Medaglia, Jr. , Clerk of
ALTRON INCORPORATED
(Name of Corporation)
located at One Jewel Drive, Wilmington, Massachusetts 01887 do hereby certify
that the following amendment to the articles of organization of the
corporation was duly adopted at a meeting held on May 20, 1982, by vote of
375,060 shares of Common out of 435,400 shares outstanding,
(class of stock)
being at least a majority of each class outstanding and entitled to vote
thereon./1/
CROSS OUT
INAPPLICABLE [clause crossed out]/2/
CLAUSE
PLEASE SEE ATTACHED CONTINUATION SHEETS A & B FOR THE APPROPRIATE
RESOLUTIONS PERTAINING TO THE INCREASE OF THE $.05 PAR VALUE COMMON
STOCK OF THE CORPORATION AND A RESOLUTION TO AMEND ARTICLE 6 OF THE
ARTICLES OF ORGANIZATION OF THIS CORPORATION BY ADDING THE LANGUAGE
AS SET FORTH IN THE ATTACHED RESOLUTION.
/1/For amendments adopted pursuant to Chapter 156B, Section 70.
/2/For amendments adopted pursuant to Chapter 156B, Section 71.
NOTE: If the space provided under any Amendment or item on this form
is insufficient, additions shall be set forth on separate 8-1/2
x 11 sheets of paper leaving a left hand margin of at least 1
inch for binding. Additions to more than one Amendment may be
continued on a single sheet so long as each Amendment requiring
each such addition is clearly indicated.
<PAGE>
FOR INCREASE IN CAPITAL FILL IN THE FOLLOWING:
<TABLE>
<S> <C> <C>
0 shares preferred (with par value)
-------
The total amount of capital stock already 600,000 shares common (with par value)
authorized is -------
0 shares preferred (without par value)
-------
0 shares common (without par value)
0 shares preferred (with par value)
---------
The amount of additional capital stock 1,400,000 shares common (with par value)
authorized is ---------
0 shares preferred (without par value)
---------
0 shares common (without par value)
---------
</TABLE>
<PAGE>
CONTINUATION SHEET A
--------------------
RESOLVED: To amend the Articles of Organization of this
Corporation by adding at Article 6 thereof the
following:
Any amendment of the Articles of Organization of
this Corporation, other than amendments which
would have been governed by Section 70 of Chapter
156B of the General Laws, as the same exists on
the date of adoption of this amendment of the
Articles, shall require the affirmative vote of
two-thirds of the shares of each class of stock
of this Corporation outstanding and entitled to
vote thereon.
Any sale, lease or exchange of all or
substantially all of the property and assets,
including good will, of this Corporation shall
require the affirmative vote of two-thirds of the
shares of each class of stock of this Corporation
outstanding and entitled to vote thereon;
provided, however, that the mortgage or pledge
of, or granting a security interest in, all or
substantially all of the property and assets, of
the Corporation, including good will, shall not
require the authorization or consent of
stockholders.
Any agreement of merger or consolidation to which
this Corporation is a party which would have been
governed by Section 78 or 79 of said
Chapter 156B, as they exist on the date of the
adoption of this amendment, shall require the
affirmative vote of two-thirds of the shares of
each class of stock of this Corporation
outstanding and entitled to vote thereon;
provided, however, that no stockholder approval
by this Corporation shall be required of any
agreement of merger under which this Corporation
is the surviving corporation if the conditions
set forth in Section 78(c)(2) of said Chapter
156B, as it exists on the date of adoption of
this amendment, are satisfied.
And that the President and Clerk of this
Corporation be and they hereby are authorized and
directed to execute and file Articles of
Amendment to the Articles of Organization of this
Corporation and that the proper fee be paid to
the Secretary of the Commonwealth. The foregoing
Sections 70, 78 and 79 of said Chapter 156B, as
they exist on the date of adoption of this
amendment, are attached as Exhibits A, B and C,
respectively.
<PAGE>
EXHIBIT A
(S)70. Amendments Requiring Majority Vote.
A corporation may authorize, at a meeting duly called
for the purpose, an amendment of its articles of organization,
by vote of a majority of each class of stock outstanding and
entitled to vote thereon effecting any one or more of the
following:
(a) an increase or a reduction of its capital stock
of any class then authorized;
(b) a change of the par value of its authorized
shares with par value or any class thereof;
(c) a change of its authorized shares with par value
or any class thereof into any number of shares without par
value, or the exchange thereof pro rata for any number of
shares without par value;
(d) a change of its authorized shares without par
value or any class thereof into a greater or lesser number of
shares without par value, or the exchange thereof pro rata for
a greater or lesser number of shares without par value;
(e) a change of its authorized shares, with par value
or any class thereof into a greater or lesser number of shares
with par value, or the exchange thereof pro rata for a greater
or lesser number of shares with par value;
(f) a change of its authorized shares without par
value or any class thereof into any number of shares with par
value, or the exchange thereof pro rata for any number of
shares with par value;
(g) a change of its corporate name.
Any reference in this section to any change with
respect to authorized shares shall be deemed to refer to and
include both the unissued and the outstanding shares; provided,
however, that any change which impairs or diminishes the
preferences, voting powers, restrictions (including
restrictions on transfer) qualifications, special or relative
rights or privileges of any outstanding shares may be
authorized only in accordance with the provisions of section
seventy-one. The aggregate par value of shares becoming
outstanding by virtue of any change or exchange effected
pursuant to the provisions of this section or of section
seventy-one shall not exceed the amount of capital shown on the
balance sheet of the corporation with respect to the
outstanding shares so changed or exchanged, plus the amount of
any surplus which shall be appropriated to capital in
connection with such change or exchange (1964, 723, (S)1.)
<PAGE>
CONTINUATION SHEET B
--------------------
RESOLVED: To amend the Articles of Organization of this
-------- Corporation by increasing the number of
authorized shares of $.05 par value common stock
from 600,000 shares to 2,000,000 shares of $.05
par value common stock and to adopt the Plan of
Recapitalization as set forth on Exhibit C to the
Notice of Meeting and made a part hereof; and
that the President and Clerk of this Corporation
be and they hereby are authorized and directed in
the name and on behalf of this Corporation to
execute and file Articles of Amendment to the
Articles of Organization of this Corporation and
that the proper fee be paid to the Secretary of
the Commonwealth.
<PAGE>
EXHIBIT B
(S)78. Consolidation or Merger.
(a) Any two or more corporations may consolidate to
form a new corporation, or may merge into a single corporation,
which may be any one of the constituent corporations, in the
manner specified in this section.
(b) Such corporations as desire to consolidate or
merge shall enter into an agreement of consolidation or merger
signed by the president or a vice president and the treasurer
or an assistant treasurer and under the corporate seals of the
respective corporations, which shall set forth:
(1) The names of the corporations proposing to
consolidate or merge and the name of the resulting or surviving
corporation;
(2) The purposes of the resulting or surviving
corporation;
(3) The total number of shares and the par value, if
any, of each class of stock which the resulting or surviving
corporation is authorized to issue;
(4) If more that one class of stock is to be
authorized at the effective date of the agreement, a
description of each class, with the preferences, voting powers,
qualifications, special or relative rights or privileges as to
each class and any series thereof then established;
(5) The terms and conditions of the consolidation or
merger;
(6) The manner of converting the shares of each of
the constituent corporations into shares or securities of the
resulting or surviving corporation, or the cash or other
consideration to be paid or delivered in exchange for shares of
each constituent corporation; provided, however, that the
aggregate par value of the shares with a par value of the
resulting or surviving corporation plus the aggregate principal
amount of any securities representing indebtedness of the
surviving or resulting corporation substituted upon conversion
for previously issued and outstanding shares of the constituent
corporations shall not exceed the aggregate value of the assets
less the aggregate amount of the liabilities of the constituent
corporations; and
(7) The manner of fixing the effective date of the
consolidation or merger, which may be the date of filing the
articles of consolidation or articles of merger with the state
secretary pursuant to subsection (d), or any specified date not
more than thirty days after such filing.
- B1 -
<PAGE>
The agreement of consolidation or merger may contain
such other provisions as are permitted by section thirteen of
this chapter to be included in the articles of organization of
a corporation, together with any provisions deemed necessary or
desirable in connection with the consolidation or merger,
including without limitation a provision permitting the
abandonment thereof, which are not inconsistent with the
provisions of this chapter.
(c)(1) Except as provided in paragraph (2) of this
subsection:
(i) The agreement of consolidation or merger shall
be submitted to the stockholders of each constituent
corporation at a meeting thereof called for the purpose of
considering and acting upon the same.
(ii) Notice of the time, place and purposes of such
meeting shall be given to each stockholder of record, whether
or not entitled to vote thereat, of each such corporation in
the manner provided in section thirty-six but at least thirty
days prior to the date of such meeting.
(iii) Subject to the provisions of section eight, the
vote of two-thirds of the shares of each class of stock of each
constituent corporation outstanding and entitled to vote on the
question, or, if the articles of organization so provide, the
vote of a lesser proportion but not less than a majority of
each class of stock of each constituent corporation outstanding
and entitled to vote on the question, shall be necessary for
the approval of such agreement. For this purpose, if any such
agreement would adversely affect the rights of any class of
stock of either constituent corporation, the vote in the
proportion provided for in this section of the shares of such
class then outstanding, voting separately, shall also be
necessary to authorize such agreement. Any series of a class
which is adversely affected in a manner different from other
series of the same class shall, together with any other series
of the same class adversely affected in the same manner, be
treated as a separate class.
(2) Unless required by its articles of organization,
the agreement of merger need not be submitted to the
stockholders of a constituent corporation surviving the merger
but may be approved by vote of its directors if:
(i) The agreement of merger does not change the
name, the amount of shares authorized of any class of stock or
other provisions of the articles of organization of such
corporation;
- B2 -
<PAGE>
(ii) The authorized unissued shares or shares held in
the treasury of such corporation of any class of stock of such
corporation to be issued or delivered pursuant to the agreement
of merger do not exceed fifteen per centum of the shares of
such corporation of the same class outstanding immediately
prior to the effective date of the merger; and
(iii) The issue by vote of the directors of any
unissued stock to be issued pursuant to the agreement of merger
has been authorized in accordance with section twenty-one.
(d) Unless such agreement to consolidate or merge is
abandoned pursuant to provisions contained therein: (1) an
original or attested copy thereof shall be kept in the
commonwealth by the resulting or surviving corporation in one
of the offices specified in section thirty-two for inspection
by any of its stockholders or by any person who was a
stockholder of any constituent corporation; (2) the resulting
or surviving corporation shall furnish a copy of the agreement
of consolidation or merger to any such stockholder or person
upon written request and without charge; (3) articles of
consolidation or merger shall be submitted to the state
secretary which shall set forth the due adoption of an
agreement of consolidation or merger in accordance with
subsections (b) and (c) and shall state: (i) the names of the
constituent corporations and the name of the resulting or
surviving corporation; (ii) the effective date of the
consolidation or merger determined pursuant to the agreement of
consolidation or merger; (iii) any amendment to the articles of
organization of the surviving corporation to be effected
pursuant to the agreement of merger; or the following
information in respect of the resulting corporation:
(a) the purposes of the resulting corporation;
(b) the total number of shares and the par value, if
any, of each class of stock which the resulting corporation is
authorized to issue;
(c) if more than one class of stock is to be
authorized, a description of each class, with the preferences,
voting powers, qualifications, special or relative rights or
privileges as to each class and any series thereof then
established; and
(d) such other provisions as are permitted by
section thirteen to be included in the articles of organization
of a corporation and are contained in the agreement of
consolidation; and (iv) that the resulting or surviving
- B3 -
<PAGE>
corporation will furnish a copy of the agreement of
consolidation or merger to any of its stockholders or to any
person who was a stockholder of any constituent corporation
upon written request and without charge. Such articles of
consolidation or merger shall be signed by the president or a
vice president and the clerk or an assistant clerk of each
constituent corporation, who shall state under the penalties of
perjury that the agreement of consolidation or merger has been
duly executed on behalf of such corporation and has been
approved in the manner required by this section by the
stockholders of such corporation or, if permitted under
subsection (c), by the directors of such corporation. (Amended
by 1980, 365, (S)1, approved July 3, 1980, effective 90 days
thereafter.)
The form on which articles of consolidation or merger
are filed shall also contain the following information which
shall not for any purpose be treated as a permanent part of the
articles of organization of the resulting or surviving
corporation:
(1) The post-office address of the initial principal
office of the resulting or surviving corporation in the
commonwealth;
(2) the name, residence and post-office address of
each of the initial directors and president, treasurer and
clerk of the resulting or surviving corporation;
(3) the fiscal year of the resulting or surviving
corporation initially adopted;
(4) the date initially fixed in the by-laws for the
annual meeting of stockholders of the resulting or surviving
corporation.
The consolidation or merger shall become effective
when the articles of consolidation or merger are filed in
accordance with section six, unless said articles specify a
later effective date not more than thirty days after such
filing, in which event the consolidation or merger shall become
effective on such later date.
(e) The resulting or surviving corporation shall file
a copy of the articles of consolidation or merger certified by
the state secretary in the registry of deeds in each district
within the commonwealth in which real property of any
constituent corporation is situated, or in lieu of such
certified copy a certificate issued pursuant to section
eighty-four, except that no filing need be made with respect to
real property of a constituent corporation which is the
surviving corporation of a merger. (Amended by 1980, 245, (S)1,
approved June 6, 1980, effective 90 days thereafter.)
- B4 -
<PAGE>
EXHIBIT C
---------
ALTRON INCORPORATED
-------------------
PLAN OF RECAPITALIZATION
------------------------
1. The number of shares of common stock which the
Corporation is authorized to issue shall be increased
from 600,000 shares of $.05 par value common stock to
2,000,000 shares of $.05 par value common stock.
2. Upon the effective date of such increase in the
authorized common stock, the Corporation shall issue a
stock dividend, distributing to each holder of record,
as of the day the Plan takes effect, an additional
certificate or certificates representing two (2)
shares of common stock with a par value of $.05 per
share for each share of stock then owned by such
holder, hereby effecting a three for one stock split.
3. Such amendments shall be made to the Articles of
Organization of this Corporation as are necessary or
appropriate to effectuate this Plan, and such
amendments shall be adopted and filed with the
Secretary of the Commonwealth of Massachusetts and
take effect when so filed.
4. The Board of Directors, President and Treasurer of
this Corporation shall be authorized to take such
action as may be necessary or appropriate to effect
this Plan of Recapitalization.
<PAGE>
EXHIBIT C
(S)79. Consolidation or Merger with Foreign Corporation.
(a) Any one or more corporations may consolidate or
merge with one or more other corporations organized under the
laws of any other state or states of the United States, if the
laws of such other state or states permit. The constituent
corporations may consolidate to form a new corporation, which
may be a corporation of the state under the laws of which any
one of the constituent corporations is organized, or they may
merge into a single corporation, which may be any one of the
constituent corporations.
(b) Such corporations as desire to consolidate or
merge shall enter in an agreement of consolidation or merger
which shall specify the state under the laws of which the
resulting or surviving corporation is organized. If the
resulting or surviving corporation is to be a Massachusetts
corporation such agreement of consolidation or merger shall
comply with the provisions of section seventy-eight, and if the
resulting or surviving corporation is to be governed by the
laws of another state the agreement of consolidation or merger
shall comply with the applicable provisions of the laws of such
other state. If the resulting or surviving corporation is to
be governed by the laws of another state, the resulting or
surviving corporation shall agree that it may be sued in this
commonwealth for any prior obligation of any constituent
domestic corporation, any prior obligation of any constituent
foreign corporation qualified under chapter one hundred and
eighty-one, and any obligation thereafter incurred by the
resulting or surviving corporation, including the obligation
created by section eighty-five, so long as any liability
remains outstanding against the corporation in this
commonwealth, and it shall irrevocably appoint the state
secretary as its agent to accept service of process in any
action for the enforcement of any such obligation, including
taxes, in the same manner as provided in chapter one hundred
and eighty-one.
(c) The agreement of consolidation or merger shall be
adopted by each of the constituent corporations in accordance
with the laws of the state under which it is organized, and in
the case of a Massachusetts corporation in the manner provided
in section seventy-eight. Unless such agreement is abandoned
pursuant to provisions contained therein: (1) an original or
attested copy thereof shall be kept in the commonwealth by the
resulting or surviving corporation in one of the offices
specified in section thirty-two if the resulting or surviving
corporation is to be a Massachusetts corporation, or if said
- C1 -
<PAGE>
corporation is to be governed by the laws of another state,
wherever the records of meetings of its stockholders are
required or permitted by such laws to be kept, and shall be
made available at said location for inspection by any
stockholder of the resulting or surviving corporation or any
person who was a stockholder of any constituent corporation;
(2) the resulting or surviving corporation shall furnish a copy
of the agreement of consolidation or merger to any such
stockholder or person upon written request and without charge;
(3) articles of consolidation or merger shall be submitted to
the state secretary, which shall set forth the information
required by clauses (i) to (iv), inclusive, of paragraph 3 of
subsection (d) of section seventy-eight, and shall be signed by
the president or a vice president and the clerk or an assistant
clerk of each constituent corporation, or, in the case of a
corporation organized under the laws of another state, by
officers having corresponding powers and duties, who shall make
affidavit or state under the penalties of perjury (i) in the
case of each constituent corporation not organized under the
laws of Massachusetts, that the agreement has been duly adopted
under the laws of the state under which such constituent
corporation is organized, and (ii) in the case of each
constituent corporation organized under the laws of
Massachusetts, that the agreement has been duly executed by the
officers and has been approved in the manner required by
section seventy-eight by the stockholders of such corporation
or, if permitted under subsection (c) of section seventy-eight,
by the directors of such corporation. If the resulting or
surviving corporation is to be governed by the laws of
Massachusetts, the form on which articles of consolidation or
merger are filed shall contain the further information required
by subsection (d) of section seventy-eight in the case of
articles of consolidation or merger filed thereunder, which as
set forth in said subsection (d) shall not for any purpose be
treated as a permanent part of the articles of organization of
the resulting or surviving corporation. The consolidation or
merger shall become effective when the articles of
consolidation or merger are filed in accordance with section
six, unless said articles specify a later effective date not
more than thirty days after such filing, in which event the
consolidation or merger shall become effective on such later
date. (Amended by 1980, 365 (S)2, approved July 3, 1980,
effective 90 days thereafter.)
(d) The resulting or surviving corporation shall file
a copy of the articles of consolidation or merger certified by
the state secretary in the registry of deeds in each district
within the commonwealth in which real property of any
constituent corporation is situated, or in lieu of such
certified copy a certificate issued pursuant to section
eighty-four, except that no filing need be made with respect to
real property of a constituent corporation which is the
surviving corporation of a merger. (Amended by 1980, 245, (S)2,
approved June 6, 1980, effective 90 days thereafter.)
- C2 -
<PAGE>
The foregoing amendment will become effective when these
articles of amendment are filed in accordance with Chapter
156B, Section 6 of The General Laws unless these articles
specify, in accordance with the vote adopting the amendment, a
later effective date not more than thirty days after such
filing, in which event the amendment will become effective on
such later date.
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we
have hereto signed our names this 20th day of May ,
---------- ---------
in the year 1982.
/s/Samuel Altschuler President
------------------------------
/s/Anthony J. Medaglia, Jr. Clerk
------------------------------
<PAGE>
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
(General Laws, Chapter 156B, Section 72)
I hereby approve the within articles
of amendment and, the filing fee in the
amount of $775.00 having been paid,
said articles are deemed to have been
filed with me this 16th day of June,
1982.
MICHAEL JOSEPH CONNOLLY
Secretary of State
TO BE FILLED IN BY CORPORATION
PHOTO COPY OF AMENDMENT TO BE SENT
To: Marjorie Lo Grasso
Corporate Assistant
Hutchins & Wheeler
----------------------------------------
One Boston Place
----------------------------------------
Boston, Massachusetts 02108
----------------------------------------
Telephone: 725-1516
----------------------------------------
Copy Mailed
<PAGE>
FORM CD-72-30M-10-79-152328
THE COMMONWEALTH OF MASSACHUSETTS
MICHAEL JOSEPH CONNOLLY FEDERAL IDENTIFICATION
No 04-2464301
--------------
Secretary of State
ONE ASHBURTON PLACE, BOSTON, MASS. 02108
ARTICLES OF AMENDMENT
General Laws, Chapter 156B, Section 72
This certificate must be submitted to the Secretary of the Commonwealth
within sixty days after the date of the vote of stockholders adopting the
amendment. The fee for filing this certificate is prescribed by General Laws,
Chapter 156B, Section 114. Make check payable to the Commonwealth of
Massachusetts.
We, Samuel Altschuler , President and
Anthony J. Medaglia, Jr. , Clerk of
ALTRON INCORPORATED
(Name of Corporation)
located at One Jewel Drive, Wilmington, Massachusetts 01882
do hereby certify that the following amendment to the
articles of organization of the corporation was duly
adopted at a meeting held on February 14, 1984, by vote of
1,079,550 shares of Common out of 1,317,150 shares outstanding,
(class of stock)
CROSS OUT being at least [clause crossed out]/1/ two-thirds of each class
INAPPLICABLE outstanding and entitled to vote thereon and of each class or
CLAUSE series of stock whose rights are adversely affected thereby./2/
SEE ATTACHMENT SHEET
/1/For amendments adopted pursuant to Chapter 156B, Section 70.
/2/For amendments adopted pursuant to Chapter 156B, Section 71.
NOTE: If the space provided under any Amendment or item on this form is
insufficient, additions shall be set forth on separate 8-1/2 x 11
sheets of paper leaving a left hand margin of at least 1 inch for
binding. Additions to more than one Amendment may be continued on
a single sheet so long as each Amendment requiring each such
addition is clearly indicated.
<PAGE>
FOR INCREASE IN CAPITAL FILL IN THE FOLLOWING:
<TABLE>
<S> <C> <C>
0 shares preferred (with par value)
---------
2,000,000 shares common (with par value $.05)
---------
The total amount of capital stock already 0 shares preferred (without par value)
authorized is ---------
0 shares common (without par value)
---------
1,000,000 shares preferred (with par value $1.00)
---------
8,000,000 shares common (with par value $.05)
---------
The amount of additional capital stock 0 shares preferred (without par value)
authorized is ---------
0 shares common (without par value)
---------
</TABLE>
<PAGE>
Altron Incorporated
Articles of Amendment
Attachment Sheet
RESOLVED: That the Articles of Organization
-------- of the Corporation be amended by
increasing the number of shares
of $.05 par value common stock
authorized from 2,000,000 to
10,000,000 shares.
RESOLVED: That the Articles of Organization
-------- of the Corporation be further
amended by creating a new class
of 1,000,000 shares of preferred
stock, par value $1.00 per share,
to be issued in one or more
series, so that the preferences,
voting powers, qualifications,
rights and privileges of the
Corporation's common and
preferred stock shall be as set
forth in Exhibit A submitted to
the stockholders.
RESOLVED: That the appropriate officers of
-------- the Corporation be and they
hereby are authorized and
empowered, acting in the name and
on behalf of the Corporation, to
execute and file such documents,
including Exhibit A submitted to
the stockholders, as they may in
their sole discretion deem
necessary or desirable in order
to effect the foregoing
amendments.
<PAGE>
EXHIBIT A
---------
ALTRON INCORPORATED
-------------------
DESCRIPTION OF CAPITAL STOCK
----------------------------
A. Authorized Shares. The aggregate number of
-----------------
shares which this Corporation shall have authority to issue is
11,000,000 shares consisting of 10,000,000 shares of common
stock having a par value of $0.05 per share (the "Common
Stock") and 1,000,000 shares of preferred stock having a par
value of $1.00 per share (the "Preferred Stock").
B. Preferred Stock. Shares of Preferred Stock may
---------------
be issued from time to time in one or more series as may from
time to time be determined by the Board of Directors, each of
said series to be distinctly designated. All shares of any one
series of Preferred Stock shall be alike in every particular,
except that there may be different dates from which dividends,
if any, thereon shall be cumulative, if made cumulative. The
voting powers, if any, and the designations, preferences and
relative, participating, optional or other special rights or
privileges of each such series, and the qualifications,
limitations or restrictions thereof, if any, may differ from
those of any and all other series at any time outstanding; and,
subject to the provisions of subparagraph 1 of Paragraph D
hereof, there is hereby expressly vested in the Board of
Directors of the Corporation the authority to issue one of more
series of Preferred Stock and to fix in the resolution or
resolutions providing for the issue of such stock adopted by
the Board of Directors of the Corporation the voting powers, if
any, and the designations, preferences and relative,
participating, optional or other special rights or privileges,
and the qualifications, limitations or restrictions of such
series, including, but without limiting the generality of the
foregoing, the following:
(1) The distinctive designation of, and the number of
shares of Preferred Stock which shall constitute such
series. The designation of a series of preferred
stock need not include the words "preferred" or
"preference" and may be designated "special" or other
distinctive term. Unless otherwise provided in the
resolution issuing such series, the number of shares
of any series of Preferred Stock may be increased or
decreased (but not below the number of shares thereof
then outstanding) by the Board of Directors in the
manner prescribed by law;
<PAGE>
(2) The rate and times at which, and the terms and
conditions upon which, dividends, if any, on Preferred
Stock of such series shall be paid, the extent of the
preference or relation, if any, of such dividends to
the dividends payable on any other class or classes,
or series of the same or other classes of stock and
whether such dividends shall be cumulative or
non-cumulative and, if cumulative, the date from which
such dividends shall be cumulative;
(3) Whether the series shall be convertible into, or
exchangeable for, at the option of the holders of
Preferred Stock of such series or the Corporation or
upon the happening of a specified event, shares of any
other class or classes or any other series of the same
or any other class or classes of stock of the
Corporation, and the terms and conditions of such
conversion or exchange, including provisions for the
adjustment of any such conversion rate in such events
as the Board of Directors shall determine;
(4) Whether or not Preferred Stock of such series
shall be subject to redemption at the option of the
Corporation or the holders of such series or upon the
happening of a specified event, and the redemption
price or prices and the time or times at which, and
the terms and conditions upon which, Preferred Stock
of such series may be redeemed;
(5) The rights, if any, of the holders of Preferred
Stock of such series upon the voluntary or involuntary
liquidation, merger, consolidation, distribution or
sale of assets; dissolution or winding-up, of the
Corporation;
(6) The terms of the sinking fund or redemption or
purchase account, if any, to be provided for the
Preferred Stock of such series; and
(7) Subject to subparagraph 5 of Paragraph D hereof,
whether such series of Preferred Stock shall have
full, limited or no voting powers including, without
limiting the generality of the foregoing, whether such
series shall have the right, voting as a series by
itself or together with other series of Preferred
Stock or all series of Preferred Stock as a class, to
elect one or more directors of the Corporation if
there shall have been a default in the payment of
dividends on any one or more series of Preferred Stock
or under such other circumstances and on such
conditions as the Board of Directors may determine.
<PAGE>
C. Common Stock.
------------
(1) After the Corporation has complied with the
requirements, if any, fixed in accordance with the
provisions of Paragraph B hereof with respect to (a)
dividends on series of Preferred Stock (in accordance
with the relative preferences among such series) and
(b) the setting aside of sums as sinking funds or
redemption or purchase accounts for series of
Preferred Stock (in accordance with the relative
preferences among such series), and subject further to
any other conditions which may be fixed in accordance
with the provisions of Paragraph B hereof, then, and
not otherwise, the holders of Common Stock shall be
entitled to receive such dividends (either in cash,
stock or otherwise) as may be declared from time to
time by the Board of Directors out of assets of the
Corporation legally available therefor and the holders
of the Preferred Stock shall not be entitled to
participate in any such dividends.
(2) After distribution in full of the preferential
amount, if any, to be distributed to the holders of
series of Preferred Stock (in accordance with the
relative preferences among such series) in the event
of voluntary or involuntary liquidation, distribution,
dissolution or winding-up, of the Corporation, the
holders of the Common Stock shall be entitled to
receive all of the remaining assets of the
Corporation, tangible and intangible of whatever kind
available for distribution to shareholders, ratably in
proportion to the number of shares of Common Stock
held by them respectively.
(3) Except as may otherwise be required by law, each
holder of Common Stock shall have one vote in respect
of each share of Common Stock held by him on all
matters voted upon by the shareholders.
D. Other Provisions.
----------------
(1) No holder of any of the shares of any class or
series of stock or of options, warrants or other
rights to purchase shares of any class or series of
stock or of other securities of the Corporation shall
have any preemptive right to purchase or subscribe for
any unissued stock of any class or series or any
additional shares of any class or series to be issued
by reason of any increase of the authorized capital
stock of the Corporation of any class or series, or
<PAGE>
bonds, certificates of indebtedness, debentures or
other securities convertible into or exchangeable for
stock of the Corporation of any class or series, or
carrying any right to purchase stock of any class or
series, but any such unissued stock, additional
authorized issue of shares of any class or series of
stock or securities convertible into or exchangeable
for stock, or carrying any right to purchase stock,
may be issued and disposed of pursuant to resolution
of the Board of Directors to such persons, firms,
corporations or associations (including such holders
or others) and upon such terms as may be deemed
advisable by the Board of Directors in the exercise of
its sole discretion.
(2) The relative powers, preferences and rights of
each series of Preferred Stock in relation to the
powers, preferences and rights of each other series of
Preferred Stock shall, in each case, be as fixed from
time to time by the Board of Directors in the
resolution or resolutions adopted pursuant to
authority granted in Paragraph B hereof. The consent,
by class or series vote or otherwise, of the holders
of such of the series of Preferred Stock as are from
time to time outstanding shall not be required for the
issuance by the Board of Directors of any other series
of Preferred Stock whether or not the powers,
preferences and rights of such other series shall be
fixed by the Board of Directors as senior to, or on a
parity with, the powers, preferences and rights of
such outstanding series, or any of them; provided,
however, that the Board of Directors may provide in
the resolution or resolutions as to any series of
Preferred Stock adopted pursuant to Paragraph B
hereof, the conditions, if any, under which the
consent of the holders of a majority (or such greater
proportion as shall be fixed therein) of the
outstanding shares of such series shall be required
for the issuance of any or all other series of
Preferred Stock.
(3) Subject to the provisions of subparagraph 2
of this Paragraph D, shares of any series of Preferred
Stock may be issued from time to time as the Board of
Directors of the Corporation shall determine and on
such terms and for such consideration as shall be
fixed by the Board of Directors.
(4) Shares of authorized Common Stock may be issued
from time to time as the Board of Directors of the
<PAGE>
Corporation shall determine and on such terms and for
such consideration as shall be fixed by the Board of
Directors.
(5) The number of authorized shares of Common Stock
and of Preferred Stock, may without a class or series
vote, be increased or decreased from time to time (but
not below the number of shares thereof then
outstanding) by the affirmative vote of the holders of
a majority of the stock of the Corporation entitled to
vote thereon.
<PAGE>
The foregoing amendment will become effective when these
articles of amendment are filed in accordance with Chapter
156B, Section 6 of The General Laws unless these articles
specify, in accordance with the vote adopting the amendment, a
later effective date not more than thirty days after such
filing, in which event the amendment will become effective on
such later date.
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have
hereto signed our names this
17th day of February, in the year 1984
/s/Samuel Altschuler President
----------------------------
/s/Anthony J. Medaglia, Jr. Clerk
-----------------------------
<PAGE>
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
(General Laws, Chapter 156B, Section 72)
I hereby approve the within articles
of amendment and, the filing fee in the
amount of $4,500.00 having been paid,
said articles are deemed to have been
filed with me this 21st day of
February, 1984.
MICHAEL JOSEPH CONNOLLY
Secretary of State
TO BE FILLED IN BY CORPORATION
PHOTO COPY OF AMENDMENT TO BE SENT
TO: James Westra
Hutchins & Wheeler
----------------------------------------
One Boston Place
----------------------------------------
Boston, Massachusetts 02108
----------------------------------------
Telephone: 725-1500
----------------------------------------
Copy Mailed
<PAGE>
FORM CD-72-30M-4/86-808881
THE COMMONWEALTH OF MASSACHUSETTS
OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE
MICHAEL JOSEPH CONNOLLY, Secretary FEDERAL IDENTIFICATION
ONE ASHBURTON PLACE, BOSTON, MASS. 02108 No 04-2464301
--------------
ARTICLES OF AMENDMENT
General Laws, Chapter 156B, Section 72
This certificate must be submitted to the Secretary of the Commonwealth
within sixty days after the date of the vote of stockholders adopting the
amendment. The fee for filing this certificate is prescribed by General Laws,
Chapter 156B, Section 114. Make check payable to the Commonwealth of
Massachusetts.
We, Samuel Altschuler , President and
Anthony J. Medaglia, Jr. , Clerk of
ALTRON INCORPORATED
(Name of Corporation)
located at One Jewel Drive, Wilmington, Massachusetts 01887
do hereby certify that the following amendment to the articles of organization
of the corporation was duly adopted at a meeting held on May 20, 1987, by vote
of
2,417,981 shares of Common out of 3,301,488 shares outstanding,
(class of stock)
[clause crossed out]:/1/
CROSS OUT two-thirds of each class outstanding and entitled to vote
INAPPLICABLE thereon and of each class or series of stock whose rights are
CLAUSE adversely affected thereby./2/
SEE CONTINUATION SHEET ATTACHED HERETO.
/1/For amendments adopted pursuant to Chapter 156B, Section 70.
/2/For amendments adopted pursuant to Chapter 156B, Section 71.
NOTE: If the space provided under any Amendment or item on this form is
insufficient, additions shall be set forth on separate 8-1/2" x 11
sheets of paper leaving a left hand margin of at least 1 inch for
binding. Additions to more than one Amendment may be continued on a
single sheet so long as each Amendment requiring each such addition
is clearly indicated.
<PAGE>
TO CHANGE the number of shares and the par value, if any, of each class of
stock within the corporation fill in the following:
The total presently authorized is:
NO PAR VALUE WITH PAR VALUE PAR
KIND OF STOCK NUMBER OF SHARES NUMBER OF SHARES VALUE
------------- ---------------- ----------------- -----
COMMON
PREFERRED
CHANGE the total to:
NO PAR VALUE WITH PAR VALUE PAR
KIND OF STOCK NUMBER OF SHARES NUMBER OF SHARES VALUE
------------- ---------------- ---------------- -----
COMMON
PREFERRED
<PAGE>
ARTICLES OF AMENDMENT
ALTRON INCORPORATED
(FEDERAL I.D. NO.: 04-2464301)
RESOLVED: That Article 6 of the Articles of Organization of the
- -------- Corporation be and it hereby is amended by adding the following
provision:
"No director of the Corporation shall be liable to the
Corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director notwithstanding any statutory
provision or other law imposing such liability, except for
liability of a director (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section
sixty-one or sixty-two of Chapter 156B of the Massachusetts
General Laws, or (iv) for any transaction from which the
director derived an improper personal benefit."
<PAGE>
The foregoing amendment will become effective when these articles of
amendment are filed in accordance with Chapter 156B, Section 6 of The General
Laws unless these articles specify, in accordance with the vote adopting the
amendment, a later effective date not more than thirty days after such filing,
in which event the amendment will become effective on such later date.
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed
our names this
20th day of May, in the year 1987
/s/Samuel Altschuler President
-----------------------------------
/s/Anthony J. Medaglia, Jr. Clerk
-----------------------------------
<PAGE>
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
(General Laws, Chapter 156B, Section 72)
I hereby approve the within articles
of amendment and, the filing fee in the
amount of $75.00 having been paid, said
articles are deemed to have been filed
with me this 21st day of May, 1987.
MICHAEL JOSEPH CONNOLLY
Secretary of State
TO BE FILLED IN BY CORPORATION
PHOTO COPY OF AMENDMENT TO BE SENT
To: Marjorie Westwood
Hutchins & Wheeler
----------------------------------------
One Boston Place
----------------------------------------
Boston, Massachusetts 02108
----------------------------------------
Telephone: 725-1516
----------------------------------------
Copy Mailed
9766W
<PAGE>
THE COMMONWEALTH OF MASSACHUSETTS
William Francis Galvin
Secretary of the Commonwealth
ONE ASHBURTON PLACE, BOSTON, MASSACHUSETTS 02108
ARTICLES OF AMENDMENT FEDERAL IDENTIFICATION
NO. 04-2464301
General Laws, Chapter 156B, Section 72
We, Samuel Altschuler ,President, and
Anthony J. Medaglia, Jr. Clerk of
ALTRON INCORPORATED
- --------------------------------------------------------------------------------
(Name of Corporation)
located at One Jewel Drive, Wilmington, Massachusetts
---------------------------------------------------------------------
(MASSACHUSETTS Address of Corporation)
do hereby certify that these ARTICLES OF AMENDMENT affecting Articles
NUMBERED: 3
-----------------------------------------------------------------------
(Number those articles 1,2,3,4,5 and/or 6 being amended hereby)
were duly adopted at a meeting held on March 31, 1995, by vote of:
6,797,596 shares of Common Stock out of 8,423,588 shares outstanding,
- --------- ----------------------- ---------
type, class & series, (if any)
-0- shares of Preferred Stock out of -0- shares outstanding,
- --------- ----------------------- ---------
type, class & series, (if any)
CROSS OUT being at least a majority of each class outstanding and
INAPPLICABLE entitled to vote thereon:/1/
CLAUSE [clause crossed out]/2/
/1/For amendments adopted pursuant to Chapter 156B, Section 70.
/2/For amendments adopted pursuant to Chapter 156B, Section 71.
NOTE: If the space provided under any Amendment or item on this form is
insufficient, additions shall be set forth on separate 8 1/2 x 11
sheets of paper leaving a left-hand margin of at least 1 inch for
binding. Additions to more than one Amendment may be continued on a
single sheet so long as each Amendment requiring each such addition is
clearly indicated.
<PAGE>
To CHANGE the number of shares and the par value (if any) of any type, class or
series of stock which the corporation is authorized to issue, fill in the
following:
The total presently authorized is:
<TABLE>
<CAPTION>
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
<S> <C> <C> <C> <C>
COMMON N/A COMMON 10,000,000 $ .05
PREFERRED N/A PREFERRED 1,000,000 $1.00
</TABLE>
CHANGE the total authorized to:
<TABLE>
<CAPTION>
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
<S> <C> <C> <C> <C>
COMMON N/A COMMON 30,000,000 $ .05
PREFERRED N/A PREFERRED 1,000,000 $1.00
</TABLE>
<PAGE>
The foregoing amendment will become effective when these articles of
amendment are filed in accordance with Chapter 156B, Section 6 of The General
Laws unless these articles specify, in accordance with the vote adopting the
amendment, a later effective date not more than thirty days after such filing,
in which event the amendment will become effective on such later date. LATER
EFFECTIVE DATE: ______________________________________________________________
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereunto signed
our names this 31st day of March, in the year 1995.
/s/Samuel Altschuler President
- --------------------------------------------------------------------
/s/Anthony J. Medaglia, Jr. Clerk
- --------------------------------------------------------------------
<PAGE>
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
(General Laws, Chapter 156B, Section 72)
__________________________________________________
I hereby approve the within articles of amendment and, the
filing fee in the amount of $20,000 having been paid, said
articles are deemed to have been filed with me this 31st day of
March, 1995.
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
TO BE FILLED IN BY CORPORATION
PHOTOCOPY OF ARTICLES OF AMENDMENT TO BE SENT
To: Shannon D. Whisenant
--------------------------------------
Hutchins, Wheeler & Dittmar
--------------------------------------
101 Federal Street, Boston, MA 02110
--------------------------------------
Telephone : (617) 951-6600
---------------------------
9787W
<PAGE>
EXHIBIT 5.1
May 11, 1995
Altron Incorporated
One Jewel Drive
Wilmington, MA 01887-3390
Ladies and Gentlemen:
We have acted as counsel to Altron Incorporated, a Massachusetts corporation
(the "Company"), in connection with the proceedings being taken to register
under the Securities Act of 1933, as amended, up to 1,380,000 shares of the
Company's common stock, par value $.05 per share (the "Common Stock"), pursuant
to a Registration Statement on Form S-3 (File No. 33-58287) (the "Registration
Statement"). The Registration Statement relates to the proposed public offering
by the Company of 1,280,000 shares of Common Stock (assuming the exercise in
full of the over-allotment option described in the Registration Statement) and
to the proposed public offering by a shareholder of the Company (the "Selling
Shareholder") of 100,000 shares of Common Stock.
Based upon such investigation as we have deemed necessary and having regard
for such legal considerations as we deem relevant, we are of the opinion that:
1. The Company is a corporation duly organized, validly existing and in
corporate good standing under the laws of the Commonwealth of
Massachusetts.
2. The Company is authorized to issue 30,000,000 shares of Common Stock,
par value $.05 per share, and 1,000,000 shares of Preferred Stock, par
value $1.00 per share.
3. When issued and sold under the circumstances contemplated in the
Registration Statement, the maximum of 1,280,000 shares of Common Stock
being offered by the Company will be validly issued, fully paid and
nonassessable, and the maximum of 100,000 shares of Common Stock being
offered by the Selling Shareholder will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the references to us under the heading "Legal
Matters" in the prospectus forming a part of the Registration Statement.
Very truly yours,
/s/ Hutchins, Wheeler & Dittmar
Hutchins, Wheeler & Dittmar
A Professional Corporation
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
reports and to all references to our Firm included in or made a part of this
registration statement.
Arthur Andersen LLP
Boston, Massachusetts
May 11, 1995
