SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended July 31, 1993
The Profit-Sharing Retirement Plan for Employees of
Optical Radiation Corporation
The Profit-Sharing Retirement Plan for Employees of
The Omega Group
(Full title of the plans and the address of the plans, if different from that
of the issuer named below)
Optical Radiation Corporation
1300 Optical Drive, Azusa, California, 91702
(Name of issuer of the securities held pursuant to the plans and the address
of its principal executive office)
REQUIRED INFORMATION
1. Not required to be furnished by the plans.
2. Not required to be furnished by the plans.
3. Not applicable.
4. Plans' financial statements and schedules prepared in accordance with
the financial reporting requirements of ERISA are attached hereto as
Exhibit A.
EXHIBITS
Exhibit A. Plans' financial statements and schedules.
Exhibit B. Consent of Independent Certified Public Accountant.
SIGNATURES
The Plans. Pursuant to the requirements of the Securities Exchange Act
of 1934, each of the Profit-Sharing Retirement Plan for Employees of Optical
Radiation Corporation and the Profit-Sharing Retirement Plan for Employees of
The Omega Group has duly caused this annual report to be signed on its behalf
by the undersigned hereunto duly authorized in the city of Azusa, California
on February 4, 1994.
THE PROFIT-SHARING RETIREMENT PLAN
FOR EMPLOYEES OF OPTICAL
RADIATION CORPORATION
THE PROFIT-SHARING RETIREMENT PLAN
FOR EMPLOYEES OF THE OMEGA GROUP
By: Optical Radiation Corporation
Plan Administrator
/s/ Gary N. Patten
------------------------
Gary N. Patten
Vice President-Finance and
Treasurer
FINANCIAL STATEMENTS
PROFIT SHARING RETIREMENT PLAN
FOR EMPLOYEES OF
OPTICAL RADIATION CORPORATION AND SUBSIDIARIES
JULY 31, 1993 AND 1992
INDEPENDENT AUDITOR'S REPORT
To the Administrative Committee of
the Profit Sharing Retirement Plan for
the Employees of Optical Radiation
Corporation and Subsidiaries:
I have audited the accompanying statement of net assets available for benefits
of the Profit Sharing Retirement Plan for the Employees of Optical Radiation
Corporation and Subsidiaries as of July 31, 1993 and July 31, 1992, and the
related statement of changes in net assets available for benefits for the
years then ended. These financial statements are the responsibility of the
Plan's management. My responsibility is to express an opinion on these
financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I 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. I believe that my audit provides a reasonable basis
for my opinion.
In my opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Profit
Sharing Retirement Plan for the Employees of Optical Radiation Corporation and
Subsidiaries as of July 31, 1993 and July 31, 1992, and the changes in net
assets available for benefits for the years then ended in conformity with
generally accepted accounting principles.
/s/ Mark L. Jenkins
- --------------------------
Mark L. Jenkins, CPA
Orange, California 92666
January 20, 1994
PROFIT SHARING RETIREMENT PLAN FOR EMPLOYEES OF
OPTICAL RADIATION CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF NET ASSETS AVAILABLE
FOR BENEFITS
July 31,
1993 1992
---------- ---------
ASSETS
Investments, at fair value
Vanguard money market prime portfolio $ 4,079,617 $ 3,777,661
VFIS - short term bond portfolio 1,048,347 1,120,324
Primecap Fund 1,103,075 724,082
Vanguard equity income fund 1,532,707 1,081,249
Optical Radiation Corporation
common stock fund 1,107,313 965,361
---------- ----------
Total Investments 8,871,059 7,668,677
---------- ----------
Receivables
Employers' contributions 1,325,000 1,200,569
Participants' contributions 32,695 30,266
---------- ----------
1,357,695 1,230,835
---------- ----------
Participant's loans 710,776 581,875
----------
- ----------
Total Assets 10,939,530 9,481,387
---------- ----------
LIABILITIES
Amount due terminated employees 49,153 163,625
---------- ----------
Net Assets available for benefits $ 10,890,377 $ 9,317,762
The accompanying notes are an integral part of these financial statements.
PROFIT SHARING RETIREMENT PLAN FOR EMPLOYEES OF
OPTICAL RADIATION CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE
FOR BENEFITS
July 31,
1993 1992
---------- ----------
Additions to net assets attributed to:
Investments income
Net appreciation (depreciation) in fair
value of investments $ 63,608 $ (383,557)
Realized gains 243,903 (122,804)
Interest 40,703 29,491
Dividends 407,515 364,148
---------- ----------
755,729 (112,722)
---------- ----------
Contributions
Employer 1,325,000 1,200,569
Divisional transfers-in 376,321
Participants 380,447 299,842
----------
- ----------
2,081,768 1,500,411
---------- ----------
Total Additions 2,837,497 1,387,689
---------- ----------
Deduction from net assets attributed to:
Benefits paid to participants 1,264,882 747,559
---------- ----------
Net Increase 1,572,615 640,130
Net assets available for benefits
Beginning of year 9,317,762 8,677,632
----------
- ----------
End of year $ 10,890,377 $ 9,317,762
The accompanying notes are an integral part of these financial statements
PROFIT SHARING RETIREMENT PLAN FOR EMPLOYEES OF
OPTICAL RADIATION CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 1993 AND 1992
A. Description of Plan
The following description of the Profit Sharing Retirement Plan for
Employees of Optical Radiation Corporation and subsidiaries (Plan)
provides only general information. Participants should refer to the
Plan agreement for a more complete description of the Plan's provisions.
1. General. The Plan is a defined contribution plan covering all full-
time employees of the Company who have one year of service and who are
not employed in a bargaining unit. It is subject to the provisions of
the Employee Retirement Income Security Act of 1974 (ERISA).
2. Contributions. Company contributions are made at the discretion of
the Board of Directors. Participants may contribute amounts to their
Personal Contribution Account for each payroll period during which they
are an active participant.
3. Participant Accounts. Each participant's account is credited with
the participant's contribution and allocation of (a) the Company's
contribution, (b) Plan earnings, and (c) forfeitures of terminated
participants' non vested accounts. Allocations are based on participant
earnings or account balances, as defined. The benefit to which a
participant is entitled is the benefit that can be provided from the
participant's account.
4. Investment Options. A participant may elect to have contributions
for such Plan year to their account held and invested in any one or more
Investment Funds in such proportions as are permitted under the rules of
the Plan.
5. Vesting. Participants are immediately vested in their voluntary
contributions plus actual earnings thereon. Vesting in the remainder of
their accounts is based on years of continuous service. A participant
is 100 percent vested after seven years of vesting service.
6. Payment Of Benefits. On termination of service, a participant may
elect to receive either a lump-sum amount equal to the value of the
account, or any other payment method elected by the participant allowed
under the Plan.
7. Loans. Participants or former participants may borrow against their
Company Contribution Account and Personal Contribution Account with the
approval of the Administrator in accordance with the provisions as
established by the Plan.
8. Investment Expenses. Optical Radiation Corporation is responsible
for payment of all expenses related to the administration of the Plan.
PROFIT SHARING RETIREMENT PLAN FOR EMPLOYEES OF
OPTICAL RADIATION CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 1993 AND 1992
(continued)
B. Significant Accounting Policies
The accounting records of the Plan are maintained on the cash basis by
the trustee. The financial statements included herein include all
material adjustments necessary to state them on an accrual basis.
Marketable securities are stated at aggregate current value. The
securities which are traded on a national securities exchange are valued
at the last reported sales price on the last business day of the year.
The change in the difference between current value and the cost of
investments is reflected in the consolidated statements of changes in
net assets available for plan benefits as net appreciation in fair value
of investments.
C. Investments.
At July 31, 1993, the Plan's investments are held by the Vanguard Group
of Investment Companies. The following table presents the fair values
of investments
Fair Value of Investments
July 31, 1993
Number of
Units Fair Value
---------- ----------
Investments at Fair Value as
Determined by Quoted Market Price
Common Stock
Optical Radiation Corporation
Stock Fund 162,125 $1,107,313
Registered Investment Companies
Vanguard money market prime
portfolio 4,079,617 4,079,617
VFIS-short term bond portfolio 95,652 1,048,347
Primecap fund 64,207 1,103,075
Vanguard equity income fund 108,857 1,532,707
----------
Total Investments at Fair Value $ 8,871,059
PROFIT SHARING RETIREMENT PLAN FOR EMPLOYEES OF
OPTICAL RADIATION CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 1993 AND 1992
(continued)
NET CHANGE IN FAIR VALUE
Year Ended
July 31, 1993
-----------
Investments at Fair Value as Determined by Quoted
Market Price
Common Stock
Optical Radiation Corporation Stock Fund $ (262,942)
Registered Investment Companies
Vanguard money market prime portfolio
VFIS - short term bond portfolio 21,998
Primecap fund 161,508
Vanguard equity income fund 143,044
----------
Net Change in Fair Value $ 63,608
D. Income Tax Status. The Internal Revenue Service has ruled that the Profit
Sharing Retirement Plan for Employees of Optical Radiation Corporation is
qualified under Section 401 of the Internal Revenue Service Code and is,
therefore, not subject to tax under present income tax laws.
E. Plan Termination. Although it has not expressed any intent to do so, the
Company has the right under the Plan to discontinue its contributions at
any time and to terminate the Plan subject to the provision of ERISA. In
the event of plan termination, participants will become 100 percent vested
in their accounts.
PROFIT SHARING RETIREMENT PLAN FOR EMPLOYEES OF
OPTICAL RADIATION CORPORATION AND SUBSIDIARIES
ASSETS HELD FOR INVESTMENT
YEAR ENDED JULY 31, 1993
Schedule No. 1
Page 1 of 1
Current
Identify of Issuer Description of Investment Cost Value
- ------------------ ------------------------- -------- --------
Mutual Funds
- ------------
Vanguard Group
Vanguard Money
Market
Prime Portfolio Shares Registered
Investment Company $4,079,617 $4,079,617
VFIS-Short Term
Bond Portfolio Shares Registered
Investment Company 1,026,349 1,048,347
Primecap Fund Shares Registered
Investment Company 941,567 1,103,075
Vanguard Equity
Income Fund Shares Registered
Investment Company 1,389,663 1,532,707
Corporate Stock
- ---------------
Optical Radiation
Corporation Shares Common Stock
Fund 1,370,255 1,107,313
--------- ---------
$ 8,807,451 $8,871,059
The accompanying notes are an integral part of these financial statements.
PROFIT SHARING RETIREMENT PLAN FOR EMPLOYEES OF
OPTICAL RADIATION CORPORATION AND SUBSIDIARIES
TRANSACTIONS OR SERIES OF TRANSACTIONS IN EXCESS OF
5% OF THE CURRENT VALUE OF THE PLAN ASSETS
YEAR ENDED JULY 31, 1993
Schedule No. 2
Single Transactions
Page 1 of 1
Identity of Party Involved Description of Assets Cost of Assets
- ------------------------ ---------------------- --------------
Optical Radiation Corp. Purchase of Common Stock Fund $ 710,170
Vanguard Group
VMMR - Prime Portfolio Purchase of Mutual Funds 2,148,862
VFISF - Short Term Bond Purchase of Mutual Funds 474,949
Primecap Fund Purchase of Mutual Funds 523,785
Vanguard Equity Income Purchase of Mutual Funds 705,011
Identity of Proceeds Cost
Party Involved Description of Assets From Sales of Assets
- -------------- --------------------- --------- ---------
Optical Radiation Corp. Sale of Common Stock Fund $ 745,901 $ 718,453
Vanguard Group
VMMR-Prime Sales of Registered Investment
Portfolio Companies Shares 1,846,905 1,846,905
Vanguard Equity Sale of Registered Investment
Income Companies Shares 355,187 314,802
VFISF-Short Term Sales of Registered Investment
Bonds Companies Shares 535,888 523,821
Primecap Fund Sales of Registered Investment
Companies Shares 292,174 228,981
The accompanying notes are an integral part of these financial statements.
EXHIBIT B
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
Optical Radiation Corporation:
I hereby consent to the incorporation of my report included by reference
in this Form 11-K, into the Company's previously filed Registration Statement
on Form S-8 (file No. 33-43555).
/s/ Mark L. Jenkins
- -------------------------
Mark L. Jenkins, CPA
Orange, California
January 26, 1994
