<PAGE>
BOSTON TECHNOLOGY, INC.
100 Quannapowitt Parkway
Wakefield, MA 01880
December 15, 1995 VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
450 5th Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: Boston Technology, Inc.
Commission File No. 0-17384
Form 10-Q
Dear Sir/Madam:
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), enclosed for filing in EDGAR electronic format
is a copy of the Form 10-Q and required Exhibits for the quarter ended
October 31, 1995.
If you have any questions or comments regarding the enclosed material, please
contact the undersigned.
Very truly yours,
/s/ Carol B. Langer
________________________________
Carol B. Langer, Secretary
<PAGE>
<PAGE>
=============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-Q
_______________
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarter ended October 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission File No. 0-17384
Boston Technology, Inc.
(Exact name of registrant as specified in its charter)
Delaware 04-3073385
(State or other jurisdiction of (I.R.S Employer
incorporation or organization) Identification Number)
100 Quannapowitt Parkway
Wakefield, Massachusetts 01880
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (617) 246-9000
___________________________
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for at least the past 90 days.
Yes X No .
___ ___
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Shares Outstanding
Class of Securities (as of December 8, 1995)
___________________ _______________________
Common Stock, $.001 par value per share 25,353,148
Total Number of Pages: 15
The Exhibit Index is located on page: 13
============================================================================
<PAGE>
<PAGE>
INDEX
BOSTON TECHNOLOGY, INC.
PART I. FINANCIAL INFORMATION Page No.
Item 1. Consolidated Financial Statements
Consolidated Balance Sheets:
As of October 31, 1995 (Unaudited) and January 31, 1995......... 3
Unaudited Consolidated Statements of Operations:
For the three and nine months ended
October 31, 1995 and 1994....................................... 4
Unaudited Consolidated Statements of Cash Flows:
For the nine months ended
October 31, 1995 and 1994....................................... 5
Notes to Consolidated Financial Statements...................... 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations................... 8
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.............................................. 11
Item 2. Changes in Securities.......................................... 11
Item 3. Defaults upon Senior Securities................................ 11
Item 4. Submission of Matters to a Vote of Security Holders............ 11
Item 5. Other Information.............................................. 11
Item 6. Exhibits and Reports on Form 8-K............................... 11
Signatures............................................................. 12
Exhibit Index.......................................................... 13
Page 2
<PAGE>
<PAGE>
PART I
BOSTON TECHNOLOGY, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
October 31, 1995 January 31, 1995
______________ ________________
ASSETS (UNAUDITED)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 12,841,000 $ 19,715,000
Short-term investments 2,318,000 6,057,000
Accounts receivable, less allowances of $1,154,000 and $799,000 29,168,000 30,476,000
Net investment in sales type leases 2,991,000 1,234,000
Inventories 15,944,000 8,298,000
Prepaid income taxes 4,427,000 --
Prepaid expenses and other current assets 1,341,000 1,047,000
__________ __________
Total current assets 69,030,000 66,827,000
Net investment in sales type leases 112,000 3,118,000
Property and equipment, net 9,248,000 7,474,000
Other assets 2,593,000 2,870,000
__________ __________
TOTAL ASSETS $ 80,983,000 $ 80,289,000
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt -- 542,000
Accounts payable 10,166,000 4,880,000
Accrued expenses 10,894,000 10,229,000
Income taxes payable -- 669,000
Deferred customer funding 3,895,000 4,267,000
Deferred revenues 2,233,000 1,741,000
__________ __________
Total current liabilities 27,188,000 22,328,000
Long-term debt and other long-term liabilities 965,000 1,169,000
Stockholders' equity:
Common stock, $.001 par value, 60,000,000 shares authorized;
25,344,814 and 24,759,302 shares issued 25,000 25,000
Additional paid-in capital 38,317,000 35,094,000
Retained earnings 24,028,000 21,689,000
Cumulative translation adjustment 140,000 (16,000)
Treasury stock, at cost, 684,811 shares (9,680,000) --
__________ __________
Total stockholders' equity 52,830,000 56,792,000
__________ __________
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 80,983,000 $ 80,289,000
========== ==========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
Page 3
<PAGE>
<PAGE>
BOSTON TECHNOLOGY, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three months ended October 31, Nine months ended October 31,
___________________________ _________________________
1995 1994 1995 1994
___________ ___________ ___________ ___________
<S> <C> <C> <C> <C>
Revenues $ 19,519,000 $ 23,122,000 $ 71,667,000 $ 63,190,000
Cost and expenses:
Cost of revenues 8,636,000 7,323,000 26,257,000 20,303,000
Research and development 6,099,000 3,456,000 15,424,000 9,467,000
Marketing, general and adminstrative 9,989,000 7,518,000 26,718,000 20,870,000
__________ __________ __________ __________
24,724,000 18,297,000 68,399,000 50,640,000
(Loss) income from operations (5,205,000) 4,825,000 3,268,000 12,550,000
Interest income 259,000 314,000 1,061,000 751,000
Interest expense (56,000) (78,000) (125,000) (173,000)
_________ _________ _________ _________
(Loss) income before provision for
income taxes (5,002,000) 5,061,000 4,204,000 13,128,000
(Benefit from) provision for
income taxes (1,624,000) 1,520,000 1,344,000 3,940,000
_________ _________ _________ _________
Net (loss) income $ (3,378,000) $ 3,541,000 $ 2,860,000 $ 9,188,000
========= ========= ========= =========
Net (loss) income per share $ (0.14) $ .14 $ .11 $ .36
========= ========= ========= =========
Weighted average number of common and
common equivalent shares outstanding 24,937,000 25,967,000 26,140,000 25,881,000
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
Page 4
<PAGE>
<PAGE>
BOSTON TECHNOLOGY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Nine months ended October 31,
__________________________
1995 1994
___________ ___________
<S> <C> <C>
Cash flows from (used by) operating activities:
Net Income $ 2,860,000 $ 9,188,000
Reconciliation to cash flows from (used by)
operating activities:
Depreciation and amortization 3,342,000 3,005,000
Rent expense in excess of payments (147,000) (116,000)
Changes in operating assets and liabilities:
Accounts receivable 1,308,000 (17,514,000)
Net investment in sales type leases 1,249,000 (1,568,000)
Inventories (7,646,000) (477,000)
Prepaid expenses and other current assets (294,000) (1,592,000)
Accounts payable 5,286,000 3,293,000
Accrued expenses 665,000 2,312,000
Deferred revenues 492,000 (630,000)
Customer funding (372,000) (4,409,000)
Other long-term liabilities (57,000) (20,000)
Income taxes (4,173,000) (115,000)
__________ __________
Cash flows from (used by) operating activities: 2,513,000 (8,643,000)
Cash flows used by investing activities:
Purchase of investments (3,429,000) (10,557,000)
Redemption of investments 7,168,000 7,789,000
Purchase of property and equipment, net (4,817,000) (3,169,000)
Purchase of license agreements and other assets (80,000) (240,000)
Decrease in other long-term assets 58,000 --
__________ __________
Cash flows used by investing activities (1,100,000) (6,177,000)
Cash flows from (used by) financing activities:
Principal payments under financing obligations (542,000) (135,000)
Purchases of treasury stock (10,663,000) --
Proceeds from exercise of common stock options 2,147,000 1,207,000
Proceeds from employee stock purchase plan 615,000 265,000
__________ __________
Cash flows (used by) from financing activities (8,443,000) 1,337,000
Effect of exchange rate changes on cash 156,000 --
__________ __________
Net decrease in cash and cash equivalents (6,874,000) (13,483,000)
Cash and cash equivalents at beginning of period 19,715,000 28,043,000
__________ __________
Cash and cash equivalents at end of period $ 12,841,000 $ 14,560,000
========== ==========
Supplemental disclosure of cash flow information:
Tax benefit of disqualifying dispositions of
incentive stock options $ 923,000 $ 482,000
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
Page 5
<PAGE>
<PAGE>
Boston Technology, Inc.
Notes to Consolidated Financial Statements
1. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of Boston Tech-
nology, Inc. (the "Company") have been prepared in accordance with generally
accepted accounting principles for interim financial information and pursuant
to the instructions to Form 10-Q and Article 10 of Regulation S-X. Accord-
ingly, these consolidated financial statements do not include all of the
information and footnote disclosures required by generally accepted account-
ing principles for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals)
necessary for a fair presentation of the unaudited consolidated statements of
operations for the three and nine months ended October 31, 1995 and 1994, the
unaudited consolidated statements of cash flows for the nine months ended
October 31, 1995 and 1994, and the unaudited consolidated balance sheet at
October 31, 1995 have been made.
It is suggested that the financial statements contained herein be read in
conjunction with the consolidated financial statements and notes thereto
included in the Company's audited Annual Report on Form 10-K for the year
ended January 31, 1995. The results for interim periods are not necessarily
indicative of the results for the full fiscal year.
2. CASH AND SHORT-TERM INVESTMENTS
In accordance with the terms of a patent license agreement, as of October 31,
1995 the Company has restricted cash of $500,000 which is included in
short-term investments.
3. INVENTORIES
Inventories consist of:
<TABLE>
<CAPTION>
October 31, 1995 January 31, 1995
______________ ________________
(Unaudited)
<S> <C> <C>
Materials and purchased parts $ 6,823,000 $ 3,285,000
Work in process 5,472,000 4,349,000
Finished goods 3,649,000 664,000
__________ _________
Total $ 15,944,000 $ 8,298,000
========== =========
</TABLE>
4. COMMITMENTS AND CONTINGENCIES
During fiscal 1995, the Company received $1,741,000 from the sale of sales type
lease receivables, and at October 31, 1995, was contingently liable for
$1,356,000.
On or about November 16, 1995, a complaint was filed in the United States
District Court for the Eastern District of Pennsylvania captioned "John Eades
v. Boston Technology, Inc., Greg C. Carr, Francis E. Girard, Joseph E.
Norberg, Paul W. DeLacey, William J. Burke and John C.W. Taylor", Civil
Action No. 95-CV-7236. On or about November 20 and 21, 1995, respectively,
essentially identical complaints were filed in the same court against the
same defendants. The named plaintiffs in such complaints are Jacob Turner
in Civil Action No. 95-CV-7295 and Gerald Tobin in Civil Action No.
95-CV-7317. Each of the plaintiffs purports to represent a class of
purchasers of the common stock of the Company between and including May 17,
1995 through November 15, 1995. Each complaint claims that the named
defendants violated Section 10(b) of the Securities and Exchange Act of 1934,
and SEC Rule 10b-5 promulgated pursuant thereto, by virtue of alleged false
or misleading statements made during the class period. Each complaint claims
that the individual defendants are liable as "control persons" under Section
20(a) of that Act. The defendants deny any liability, believe they have
meritorious defenses, and intend to defend these cases vigorously.
Page 6
<PAGE>
<PAGE>
The Company maintains a $20,000,000 revolving credit facility with two banks.
Borrowings are collateralized by the Company's accounts receivable and
inventories and bear interest at the prime rate. The facility contains
quarterly covenants which, among other things, require the Company to
maintain certain financial ratios, specified levels of equity, and other
restrictions. The Company did not comply with certain financial covenants
at October 31, 1995 and accordingly, has received waivers from its lending
banks. The Company is currently negotiating with its banks to renew this
credit facility.
On November 27, the Company concluded a Memorandum of Agreement with AT&T to
supply its new Access NP Network Services Platform and AccessMAX object-
oriented software. The initial phase of this contract is valued at $15
million over the next six months. Pursuant to the Agreement, the Company
issued warrants to AT&T to purchase 4,908,800 shares of its common stock at
an exercise price of $14.00 per share. The warrants become exercisable in
five equal annual increments of 981,760 shares each commencing with the
first anniversary date of the grant, and remain exercisable for thirty
months after first becoming exercisable. In the event that any person or
entity acquires a majority of the Company's outstanding voting securities,
the warrants will become immediately exercisable in full. In conjunction
with the issuance of the warrants and the start-up costs associated with the
contract, the Company intends to take a charge of approximately $21,000,000
in the quarter ending January 31, 1996.
Page 7
<PAGE>
<PAGE>
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
1. Material Changes in Financial Condition
Aggregate cash, cash equivalents and short-term investments decreased by $10.6
million to $15.2 million at October 31, 1995 versus $25.8 million at January
31, 1995. This decrease in cash, cash equivalents and short-term investments
is due primarily to the repurchase of 750,000 shares of common stock for
$10.7 million, an increase in inventory of $7.6 million, an increase in
prepaid income taxes of $4.4 million and a net increase in property plant and
equipment and other assets of $1.5 million. These decreases are offset by
an increase in trade payables and accruals of $6.0 million, income generated
of $2.9 million, lower trade and lease receivables of $2.6 million and
proceeds from the exercise of common stock options of $2.1 million.
In August 1995, the Board of Directors authorized the repurchase of up to one
million shares of the Company's common stock, through August 1996. As of
December 15, 1995, 750,000 shares have been repurchased at an average price
of $14.22 per share.
Inventories increased $7.6 million to $15.9 million at October 31, 1995,
compared to January 31, 1995. The increase is due primarily to several
anticipated shipments that were not consummated as of the October 31, 1995
balance sheet date and to higher raw material levels from new product ramp
up. The Company expects future inventories to approximate present levels in
order to accomodate the product transition from CO Access to Access NP.
The prepaid taxes of $4.4 million at October 31, 1995 represent estimated
federal and state income tax payments made based upon estimated fiscal year
1996 earnings. The Company intends to adjust future estimated tax payments
to reflect forecasted fiscal 1996 results. Also included is a $923,000 tax
benefit for disqualifying dispositions of incentive stock options offset by
the estimated current year tax liability though October 31, 1995.
Accounts payable and accrued expenses increased $6.0 million to $21.1 million
at October 31, 1995 versus January 31, 1995 due primarily to increases in
trade payables as a result of the timing of inventory purchases in September
and October, increases in accrued marketing costs, increases in accrued sales
and use taxes and other, partially offset by a reduction in accrued sales
representative and distributor commissions, resulting from the timing of
these commission payments.
Net investments in sales type leases decreased $1.3 million from $4.4 million
at January 31, 1995 to $3.1 million at October 31, 1995 due primarily to
scheduled customer payments.
Prepaid expenses and other current assets increased by $300,000 to $1.3 million
at October 31, 1995 due primarily to an increase in prepaid insurance premiums,
prepaid deposits and maintenance contracts.
At October 31, 1995 the Company did not comply with certain financial covenants
related to its revolving credit facilities. The Company has received waiver
letters from the lending banks. The Company is presently negotiating an
increase in the credit limit available under these facilities. The Company
anticipates that its cash, cash equivalents and short-term investments, along
with cash generated from operations and the anticipated increase in its
existing credit facilities, will be sufficient to meet the Company's short-
term cash requirements.
2. Material Changes in the Results of Operations
During the three months ended October 31, 1995, the Company's revenues were
$19.5 million versus $23.1 million for the prior year period, a decrease of
$3.6 million, or 16%. The decrease in third quarter revenues as compared to
the prior year period is the result of the Company's product transition from
CO Access to Access NP, a continued weakness in the Company's North American
market and a longer
Page 8
<PAGE>
<PAGE>
sales cycle. For the nine months ended October 31, 1995 the Company's revenues
were $71.7 million versus $63.2 million for the prior year period, an increase
of $8.5 million, or 13%. For the three and nine months ended October 31, 1995,
North American revenues generated by sales to Regional Bell Operating Companies,
Independent Telephone Companies and a Competitive Access Provider decreased by
$9.6 million and $21.8 million, or 61% and 47%, respectively, from the corre-
sponding periods in fiscal 1995 due to a continued softness in the North
American market. International sales increased by $6.0 million and $30.3
million, or 85% and 180%, for the three and nine months ended October 31,
1995, respectively, from the corresponding periods in fiscal 1995. The
increase in year-to-date international sales reflects the Company's continued
emphasis on worldwide expansion, particularly in Asia. For the three and
nine months ended October 31, 1995, international revenues comprised 68% and
66%, respectively, of total revenues.
For the quarter ended October 31, 1995, the Company's gross margin as a
percentage of revenues declined to 56% versus 68% for the prior year period.
The significant decline in gross margin resulted from the shipment of a
number of smaller systems during the quarter. The lower year-to-date margin
of 63% versus the prior year period of 68% reflects the lower margins gen-
erated during the third quarter as well as an unfavorable margin generated
during the first quarter of fiscal 1996 on a custom modification contract.
The Company expects fourth quarter fiscal 1996 and fiscal 1997 gross
margin percentages to remain below year-to-date fiscal 1996 margins due
to competitive pricing pressures and the effect of the AT&T contract,
discussed in Footnote 4 of the accompanying financial statements.
Research and development expenses were $6.1 million and $15.4 million for the
three and nine months ended October 31, 1995, respectively, versus $3.5
million and $9.5 million for the corresponding periods in the prior fiscal
year, an increase of $2.6 million or 74%, and $5.9 million or 62%, respect-
ively. As a percentage of revenues, research and development expenses
increased from 15% for each of the three and nine months ended October 31,
1994, to 31% and 22% for the three and nine months ended October 31, 1995,
respectively. The increase in the Company's research and development
expenses, in both dollar and percentage terms, is due partially to a
reduction in several research and development programs that are funded
in whole or in part by its customers. Customer funding is recognized as a
reduction to research and development expense as development activities
occur. Customer funding for the three and nine months ended October 31, 1995
amounted to $900,000 and $3.6 million, respectively. For the three and nine
months ended October 31, 1994 customer funding amounted to $2.8 million and
$6.3 million, respectively. The increase in research and development as a
percentage of sales for the quarter ended October 31, 1995 is also due
partially to lower sales volume during the quarter.
Excluding the effect of customer funding, gross research and development
expense as a percentage of sales for the nine months ended October
31, 1995 remained constant versus the prior year period. Research and
development expenses for the remainder of fiscal 1996 are expected to
increase slightly from present levels in absolute dollars, but to decline as
a percentage of revenues as the Company continues to develop new applications
for the domestic and international marketplaces, while taking advantage of
customer funding opportunities.
During the three and nine months ended October 31, 1995, marketing, general and
administrative expenses were $10.0 million and $26.7 million, respectively,
versus $7.5 million and $20.9 million, respectively, in the corresponding
periods of the prior fiscal year, an increase of $2.5 million, or 33%, and
$5.8 million, or 28%, respectively. As a percentage of revenues, marketing,
general and administrative expenses remained relatively constant at 33% for
each of the three and nine months ended October 31, 1994, compared to 51% and
37% for the three and nine month periods ended October 31, 1995. Absolute
spending increased due primarily to trade shows, an increase in space at our
Wakefield headquarters and additional staffing in the worldwide customer
service and sales organizations to support the Company's growth.
Net interest income for the three and nine months ended October 31, 1995 was
$203,000 and $936,000, respectively, versus $236,000 and $578,000,
respectively, for the comparable periods in the prior fiscal year. This
increase in interest income is attributable to higher average cash and
investment balances and interest income earned on sales type leases.
Page 9
<PAGE>
<PAGE>
The effective tax rate for the nine months ended October 31, 1995 was 32% versus
30% for the prior year period. The increase in the effective tax rate is due
principally to reductions in the utilization of tax credits and to additional
state income taxes.
3. Future Operating Results
The Company's future operating results may vary from period to period. The
Company has operated historically with minimal backlog; as a result, revenues
in any quarter are dependent on orders booked, built, and shipped in that
quarter. In addition, the Company has experienced a pattern of recording
the majority of its quarterly revenues in the third month of the quarter.
Meanwhile, the Company's operating expenses are incurred ratably throughout
each quarter and are relatively fixed in the short term. As a result, if pro-
jected revenues are not realized in the expected period, the Company's
operating results for that period could be adversely affected.
Page 10
<PAGE>
<PAGE>
PART II.
ITEM 1. Legal Proceedings
On or about November 16, 1995, a complaint was filed in the United States
District Court for the Eastern District of Pennsylvania captioned "John
Eades v. Boston Technology, Inc., Greg C. Carr, Francis E. Girard, Joseph E.
Norberg, Paul W. DeLacey, William J. Burke and John C.W. Taylor", Civil
Action No. 95-CV-7236. On or about November 20 and 21, 1995, respectively,
essentially identical complaints were filed in the same court against the
same defendants. The named plaintiffs in such complaints are Jacob Turner
in Civil Action No. 95-CV-7295 and Gerald Tobin in Civil Action No.
95-CV-7317. Each of the plaintiffs purports to represent a class of
purchasers of the common stock of the Company between and including May 17,
1995 through November 15, 1995. Each complaint claims that the named
defendants violated Section 10(b) of the Securities and Exchange Act of 1934,
and SEC Rule 10b-5 promulgated pursuant thereto, by virtue of alleged false
or misleading statements made during the class period. Each complaint
claims that the individual defendants are liable as "control persons" under
Section 20(a) of that Act. The defendants deny any liability, believe they
have meritorious defenses, and intend to defend these cases vigorously.
ITEM 2. Changes in Securities
Not Applicable.
ITEM 3. Defaults upon Senior Securities
Not applicable.
ITEM 4. Submission of Matters to a Vote of Security Holders
Not applicable.
ITEM 5. Other Information
None.
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits
The exhibits listed in the Exhibit Index are filed as part of or included in
this report.
(b) Reports on Form 8-K
None.
Page 11
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
BOSTON TECHNOLOGY, INC.
Date: December 15, 1995
/s/ John C. W. Taylor
By: _________________________________________
John C.W. Taylor, Ph.D.
President and Chief Executive Officer
(principal executive officer)
/s/ Carol B. Langer
By: _________________________________________
Carol B. Langer
Senior Vice President of Finance and
Administration, Chief Financial Officer,
Treasurer and Secretary
(principal financial officer)
Page 12
<PAGE>
<PAGE>
BOSTON TECHNOLOGY. INC.
EXHIBIT INDEX
Exhibit Page
Number Title of Document Number
_______ ___________________________________________________ ______
11 Statement re: Weighted Shares used in Computation 14
of Earnings per Share
27 Financial Data Schedule 15
Page 13
<PAGE>
<PAGE>
EXHIBIT 11
BOSTON TECHNOLOGY, INC.
Weighted Shares used in Computation of Earnings Per Share
<TABLE>
<CAPTION>
Three months ended October 31, Nine months ended October 31,
1995 1994 1995 1994
__________ __________ __________ __________
<S> <C> <C> <C> <C>
Common stock outstanding, beginning of period 25,309,000 24,427,000 24,759,000 24,217,000
Weighted average common stock issued during
the three and nine months ended October 31, 44,000 185,000 319,000 395,000
Weighted effect of treasury stock (416,000) -- (140,000) --
Weighted average common stock equivalents -- 2,686,000 2,831,000 2,500,000
Weighted average treasury shares acquired using
the treasury stock method -- (1,331,000) (1,629,000) (1,231,000)
__________ __________ __________ __________
Weighted average shares of common stock outstanding 24,937,000 25,967,000 26,140,000 25,881,000
========== ========== ========== ==========
</TABLE>
Page 14
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JAN-31-1996
<PERIOD-END> OCT-31-1995
<CASH> 12,841
<SECURITIES> 2,318
<RECEIVABLES> 29,168
<ALLOWANCES> 1,154
<INVENTORY> 15,944
<CURRENT-ASSETS> 69,030
<PP&E> 24,204
<DEPRECIATION> 14,956
<TOTAL-ASSETS> 80,983
<CURRENT-LIABILITIES> 27,188
<BONDS> 0
<COMMON> 25
0
0
<OTHER-SE> 52,805
<TOTAL-LIABILITY-AND-EQUITY> 80,983
<SALES> 71,667
<TOTAL-REVENUES> 71,667
<CGS> 26,257
<TOTAL-COSTS> 26,257
<OTHER-EXPENSES> 42,142
<LOSS-PROVISION> 288
<INTEREST-EXPENSE> 125
<INCOME-PRETAX> 4,204
<INCOME-TAX> 1,344
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,860
<EPS-PRIMARY> .11
<EPS-DILUTED> 0
</TABLE>
