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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
/X/ Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 [Fee Required]
For the fiscal year ended APRIL 30, 1995
OR
/ / Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 [No Fee Required]
For the transition period from ___________ to ___________
Commission File Number: 0-16249
CIMCO, INC.
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization)
265 Briggs Avenue, Costa Mesa, California
(Address of principal executive offices)
92626 (Zip Code)
33-0251163 (I.R.S. Employer Identification No.)
Registrant's telephone number, including area code: (714) 546-4460
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
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 the past ninety (90) days.
Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. / /
The aggregate market value of the voting stock held by non-affiliates
of the registrant as of July 21, 1995, amounted to approximately $9,505,000.
The registrant had 2,960,481 shares of common stock, $.01 par value,
outstanding as of July 21, 1995.
DOCUMENTS INCORPORATED BY REFERENCE
Certain information required by Part II and Part III is incorporated by
reference to portions of the Registrant's proxy statement for the 1995 Annual
Meeting of Stockholders to be filed pursuant to Regulation 14A.
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PART I
ITEM 1. BUSINESS
CIMCO, INC. ("CIMCO" or "Company") is one of the leading manufacturers
of high precision thermoplastic components and subassemblies and engineered
thermoplastic polymers. CIMCO's products are used in a variety of commercial,
industrial, and medical products. The Company frequently supplements the
engineering capabilities of its customers by engaging in the cooperative design
of precision products which satisfy the customers' particular requirements.
CIMCO also designs and machines the tooling necessary for the automated
production of its products and formulates and compounds special-purpose
engineering thermoplastic polymers for its use and for sale to others.
The Company's products include precision components and subassemblies
for a line of data cartridges and tape drives, components for the manufacture
of computers, electronic printers, automotive safety equipment, plumbing and
irrigation systems, and consumer products, as well as medical components
manufactured for dental applications and for the healthcare industry. The
Company also manufactures and markets under the trademark Misty Ox(R) a
proprietary line of thermoplastic oxygen humidifiers and nebulizers for use in
respiratory therapy.
CIMCO primarily uses plastics with superior load-bearing qualities,
commonly referred to as engineering thermoplastics, as its principal raw
material. The Company frequently mixes additives, such as fiberglass, carbon
fibers, metal flakes, glass beads, colorant and PTFE, with thermoplastic
polymers to achieve unique performance characteristics specified by the
customer.
The Company was founded as a California corporation in 1959. It was
reincorporated in Delaware as CIMCO, INC. in 1987.
THERMOPLASTICS INDUSTRY
In recent years, the use of engineering thermoplastics in the
manufacture of commercial, industrial, and medical products has increased
significantly. Thermoplastic compounds are frequently used in place of metal
and other materials. Advances in science and technology have expanded the
range of possible combinations of polymers and additives, and have resulted in
an
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increasing number of specially-formulated thermoplastics with unique
performance characteristics. The relative cost, durability, quality, strength,
and light weight of engineering thermoplastics make them suitable for use in a
wide variety of products, including products used in the automotive,
construction, healthcare, electronics, computer, office equipment, aeronautics,
and defense industries.
In selecting suppliers, purchasers of high-precision thermoplastic
products frequently emphasize the quality and reliability of the product, and
the service and engineering capabilities of the manufacturer, as well as price.
In addition, many purchasers are reducing inventories and adopting a "just in
time" policy of product purchases. With this approach, it has become
increasingly more important to purchasers to assure that the products purchased
are as near to "zero defect" quality as possible.
CIMCO SERVICES AND PRODUCTS
ENGINEERING, TOOLING AND MANUFACTURING
The Company's development and production work frequently commences
with the delivery by the customer of a design prototype and general product
specifications. If required, CIMCO will formulate and compound an engineering
thermoplastic with chemical and physical properties which enable the product to
perform in accordance with the customer's specifications. The Company will
also assist the customer's engineers in achieving an optimum design for high
volume production at a competitive cost.
The Company's engineers combine a knowledge of product design and tool
engineering with an expertise in the proper application and processing of
engineering thermoplastics. This overall capability is essential for the
successful production of precision thermoplastic products since the design of a
product requires knowledge of the complex interrelationships of product
performance, tooling design, and materials selection. Successful product
development often requires the formulation of a special- purpose thermoplastic
which satisfies the customer's product design and performance criteria.
Management believes that the diverse capabilities of CIMCO's
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product engineers have contributed significantly to the Company's growth and
the development of long-term relationships with its customers.
CIMCO utilizes computer and software systems (CAD/CAM) to facilitate
the design, engineering, production and documentation for the products and
tooling of many of its customers. These systems enable the Company to perform
design, engineering and computer drafting tasks previously performed manually.
The CAD/CAM systems also facilitate tooling manufacture by controlling some of
the equipment used to machine the Company's sophisticated multi-cavity molds.
Computerized numerical control machines are employed to create the
molds used in the production of the Company's products. The tooling department
enables the Company to control the quality of the molds and to produce the
molds on a timely basis and at a competitive price. CIMCO also utilizes
conventional grinding, milling, turning, and boring equipment. Customers
purchase the molds prior to commencement of production and CIMCO warrants the
performance of its molds. The Company's tooling capabilities facilitate tool
maintenance and the implementation of customer-directed mold modifications.
All of these factors allow the Company to meet customers' product quality
specifications and to satisfy customers' "just in time" product delivery
requirements. Sales of molds to the Company's customers represented
approximately 4% of the Company's net sales in the fiscal year ended April 30,
1995, and 5% and 4% of the Company's net sales in fiscal years ended April 30,
1994 and 1993, respectively.
CIMCO uses a variety of injection molding machines in the production
of its precision thermoplastic products. To assure high standards of
production efficiency and quality control, the Company maintains a staff of
manufacturing engineers and technicians which selects new injection molding
equipment, retrofits existing equipment by adding microprocessor-controlled
monitoring and control systems, and develops and modifies production equipment
by adding robotics and automated materials handling and assembly equipment.
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PRECISION COMPONENTS
The Company produces high precision thermoplastic components and
subassemblies used by more than 100 original equipment manufacturers. CIMCO
currently manufactures components and subassemblies for four versions of one
customer's line of data cartridges and tapes. The Company was actively
involved in the design of the cartridges and the development of the reinforced
thermoplastics used in the cartridges. For example, CIMCO developed data
cartridge components capable of conducting static electricity from the
cartridge tape into the chassis of a computer so that the electricity does not
interfere with the recording of data on the tape. The Company also
participated in the design of a data cartridge component which enables the tape
to track accurately for the optimum storage of data. The components for the
data cartridge and the tape driver must be sufficiently precise to enable data
to be stored on a one-quarter inch tape in 32 separate tracks, each of which is
eight one-thousandths of an inch in width.
The Company also produces components for printers manufactured by a
group of computer and electronics companies, and molds components for the
ribbon cartridges assembled and sold by a major office equipment manufacturer
for use with several of its machines. The Company also produces a variety of
precision components for commercial and industrial uses, including knobs,
dials, computer drive parts, business machine enclosures, and commercial
irrigation equipment components.
The Company has developed an improved toilet valve for another
customer in the plumbing industry. Previously, this customer manufactured and
marketed a variety of brass and copper toilet valves which corroded after long
immersion in water. In 1981, CIMCO started producing valve components molded
from engineered thermoplastics, eliminating the need for metal parts. The
Company obtained a patent on its valve design and assigned the patent to the
customer in exchange for a five-year exclusive contract to produce the valve
components. The contract was most recently renewed in March 1991 for an
additional five years. The Company currently serves as a primary supplier of
toilet valve components to this manufacturer, which in turn assembles the
valves and sells them to major manufacturers in the United States, Mexico,
South America, and Europe.
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CIMCO produces a device designed to mix and dispense ceramic material
manufactured by the dental division of a healthcare company for rebuilding and
filling human teeth; the Company also manufactures a disposable dual syringe
used for dispensing premixed dental impression material, and the shade guides
and certain of the temporary crowns used in kits. In addition, the Company
produces the housings and caps for an inhalation applicator manufactured by a
pharmaceutical manufacturer, and a line of ultraviolet protective eyeglasses
distributed by a customer under its trade name. The Company also manufactures
a variety of disposable thermoplastic components.
Sales of precision thermoplastic components accounted for
approximately 39% of the Company's net sales in the fiscal year ended April 30,
1995, and 45% and 53% of the Company's net sales in the fiscal years ended
April 30, 1994 and 1993, respectively.
SPECIALTY COMPOUNDS
The Company develops custom engineered thermoplastics which have
unique combinations of processing and physical characteristics. The
thermoplastic formulations frequently include additives and reinforcements such
as fiberglass, carbon fibers, metal flakes, glass beads, colorants and PTFE.
The Company formulates and compounds approximately 2,400 engineered
thermoplastics, the specifications of which are described in a product manual
prepared by CIMCO for its customers. To meet a customer's special
requirements, CIMCO also will develop custom reinforced thermoplastics which
have unique combinations of processing and physical properties. For example, a
customer may require a special-purpose thermoplastic with enhanced strength,
lubricity, resilience, electrical, shielding, or magnetic properties. CIMCO
maintains a research and development program to develop engineered
thermoplastics with enhanced characteristics and follows strict quality control
procedures to assure the specialty compounds conform to customer
specifications. The headquarters and main manufacturing facility of the
specialty compounding operation is near Corona, California, with a satellite
manufacturing plant at Charlotte, North Carolina. Additionally, in December
1990 the Company formed a wholly-owned subsidiary and leased a facility in
Singapore to manufacture specialty compounds for use in Southeastern Asia;
production at this facility began in November 1991. A
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computer and electronic equipment company, together with various custom
processors world wide that supply that company, use compounds purchased
directly from the Company and represents the largest group purchasing these
products.
Sales of the Company's thermoplastic compounds accounted for
approximately 52%, 46% and 39% of the Company's net sales in the fiscal years
ended April 30, 1995, 1994 and 1993, respectively.
PROPRIETARY MEDICAL PRODUCTS
CIMCO produces a line of proprietary respiratory products marketed
under the trademark Misty Ox(R) for sale to both distributors and end users.
These products, consisting of pre-filled disposable humidifiers, pre-filled
disposable nebulizers and a line of disposable nebulizer and jet humidifier
heads used with containers of sterile solutions obtained from other sources,
are used primarily in hospitals and convalescent centers to add sterile
moisture to oxygen supplied to patients. The humidifiers are filled with
sterile water and the pre-filled nebulizers are filled with sterile water or a
sterile saline solution. The completed units are subjected to gamma radiation
for sterilization and packaged for shipment to distributors. The Company also
manufactures a line of heaters for use with the nebulizer and jet humidifier
heads, and performs assembly and packaging operations in a clean room
atmosphere for third parties.
Sales of these products represented approximately 5% of the Company's
net sales in the fiscal year ended April 30, 1995, and 4% of the Company's net
sales in each of the fiscal years ended April 30, 1994 and 1993.
RAW MATERIALS
The Company's raw materials are primarily engineered thermoplastic
polymers such as acetals, various types of nylon, and polycarbonates. CIMCO
also purchases additives to achieve special performance characteristics of
these polymers, and inserts which are molded into parts as they are produced.
Although the Company obtains most of its requirements from a select group of
major manufacturers, management believes comparable materials are available
from qualified alternative sources.
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CUSTOMERS AND MARKETING
The Company's largest customers (and the sales to each of those
customers as an approximate percentage of the Company's net sales for fiscal
1995) are Hewlett-Packard and certain of its molders (37.3%) and 3M Company
(15.2%). The loss of either of these customers would have a material adverse
effect upon the Company.
The Company's precision thermoplastic components are marketed by a
sales department consisting of five sales engineers, two independent sales
representatives, four customer service representatives and seven program
support and estimating personnel, aided by Company officers who maintain
contact with major customers. The Company markets these products at trade
shows, through direct mailings to prospective customers, and by direct calls on
prospective customers.
The Company's engineering department also aids in the marketing
effort by interfacing with the engineers of a prospective customer and
assisting with product design.
The Company's custom thermoplastic compounds are sold primarily to
molders of thermoplastic products, including affiliates of the Company. The
custom compounds marketing group consists of eight sales persons and one
independent sales representative.
The Company's Misty Ox(R) proprietary products are sold in the United
States primarily through distributors to hospitals and to convalescent centers
by independent distributors and directly to end users. The Company's national
and regional sales managers supervise independent sales representatives who
sell the products to and service the distributors and customers, and promote
the products directly to hospitals and convalescent centers.
BACKLOG
The Company's backlog orders amounted to approximately $11,475,000 on
April 30,1995 as compared to approximately $10,905,000 on April 30, 1994.
These amounts include only the current releases of long-term requirement
contracts, and as a result, management believes the backlog orders will be
shipped during the fiscal year 1996.
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COMPETITION
CIMCO competes with a substantial number of companies, some of which
are larger and have greater financial resources. In addition, the Company
competes with foreign manufacturers, many of which benefit from lower labor
costs. Management believes, however, that only a limited number of competitors
offer the broad range of capabilities in engineering, tooling, materials, and
manufacturing offered by the Company.
The Company encounters competition in the sale of its custom
reinforced thermoplastics from various companies, some of which are larger and
have substantially greater financial resources than the Company and many of
whom have been in existence longer than CIMCO and are more widely known in the
industry.
FEDERAL REGULATION
The development, testing, production and marketing of medical devices
are subject to regulation by the federal Food and Drug Administration ("FDA")
under the Federal Food, Drug and Cosmetic Act (the "Act") and by the California
Department of Health Services under the Sherman Food, Drug and Cosmetic Law,
and may be subject to regulation by similar agencies in other states and
foreign countries. The governing statutes and regulations generally require
manufacturers to comply with regulatory requirements designed to assure the
safety and effectiveness of medical devices.
Under the Act, a medical device is classified as either a Class I
device which is subject only to general controls, a Class II device which, in
addition to applicable general controls, may be made subject to certain
specified performance standards, or a Class III device which, in addition to
applicable general controls, requires FDA pre-market approval. CIMCO markets
the Misty Ox(R) humidifier, jet humidifier head, nebulizer and nebulizer head
as Class II devices. The FDA has authority to adopt performance standards with
respect to any Class II device. Although no performance standards have been
adopted with respect to these products, adoption of standards in the future may
require modification of the product and may adversely affect product cost or
performance.
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CIMCO complies with extensive "good manufacturing practices" imposed
by the FDA with respect to the manufacture of certain of its products. Those
"good manufacturing practices" consist of procedures CIMCO is required to
adhere to for methods used in, and the facilities and controls used for the
manufacture, packing, storage, and installation of those products. The Company
believes that it is in compliance with these "good manufacturing practices" and
maintains compliance through periodic reviews of its procedures. The Company
is subject to periodic inspections by the FDA and the Food and Drug Section of
the California Department of Health Services, the principal purposes of which
are to assure the safety and effectiveness of certain of CIMCO's products
through an examination of CIMCO's manufacturing practices. The Company may be
precluded from manufacturing and selling certain of its products if it fails to
comply with the "good manufacturing practices."
As required by California law, CIMCO has applied for and obtained a
license from the California Department of Health Services to engage in the
manufacture and sale of certain of its products.
ENVIRONMENTAL REGULATIONS
Compliance with Federal, state and local environmental regulations
involving protection of the environment has not had, and is not expected to
have in the next fiscal year, a material impact on the Company's capital
expenditures, earnings or competitive position. No material capital
expenditure for environmental control facilities were incurred during the
current fiscal year and none are expected to be incurred in the next fiscal
year.
INSURANCE
The Company has product liability insurance providing for aggregate
coverage of $22,000,000. While management believes that this coverage is
adequate, there can be no assurance that the amount of the coverage will be
sufficient to satisfy any claims made against the Company or that product
liability insurance will continue to be available.
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PATENTS
Although the Company has a number of United States patents and pending
patent applications relating to certain products, tooling, and manufacturing
processes, the Company does not consider its competitive position to be
dependent upon patent protection. The Company instead relies principally upon
the expertise in engineering, tooling, materials, and manufacturing for its
success and growth.
EMPLOYEES
At April 30, 1995, the Company had 667 employees. Each plant location
has been able to recruit its production employees from the surrounding areas.
Management of the Company believes that the local population base at each
location will continue to satisfy the Company's production needs for the
foreseeable future.
Turnover of specialized employees and management personnel has
historically been low. The Company's ability to conduct its business, however,
would be impaired if a significant number of specialized employees were to
leave the employ of the Company and could not be replaced by comparable
personnel. The technology used in CIMCO's products and processes limit the
availability of satisfactory engineering and other candidates for key
positions. The Company expects that investments of time and expense in
internal training will continue to be the primary means of developing key
employees.
None of the Company's employees is subject to a collective bargaining
agreement, and the Company has experienced no work stoppages. The Company
believes that its employee relations are good.
ADDITIONAL INFORMATION
For additional information regarding the Company's industry and
geographical segments see the notes to the Company's Consolidated Financial
Statements.
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ITEM 2. PROPERTIES
The principal properties owned or occupied by the Company are as
follows:
<TABLE>
<CAPTION>
Owned/ Square
Location Leased Footage Business Segment
-------- ------ ------- ----------------
<S> <C> <C> <C>
Dayton, NV Owned 114,000 Commercial/Industrial
Costa Mesa, CA Leased 60,000 Commercial/Industrial
Costa Mesa, CA Leased 20,250 Commercial/Industrial
Costa Mesa, CA Leased 13,500 Commercial/Industrial
Costa Mesa, CA Leased 10,800 Commercial/Industrial
Costa Mesa, CA Owned 20,000 Medical
Costa Mesa, CA Owned 16,000 Medical
Corona, CA Owned 32,000 Compounding
Charlotte, NC Leased 20,100 Compounding
Singapore Leased 43,000 Compounding
</TABLE>
The Company's executive offices and production and warehouse
facilities occupy approximately 141,000 square feet of space in six buildings
located on adjacent sites in Costa Mesa, California; two of the sites are owned
by the Company, three of the sites are leased, and one is rented on a
month-to-month basis. The leases for the three leased sites expire in August
1995, November 1995 and November 1998, respectively.
CIMCO owns an approximately 32,000 square foot building located in the
vicinity of Corona, California occupied by its specialty compounding operation.
The Company also owns a five acre site in Corona which it intends to sell. The
Company constructed a 114,000 square foot facility in Dayton, Nevada in fiscal
year 1994. During fiscal years 1994 and 1995, a portion of Southern California
molding operations were transferred to the Dayton facility. The objectives of
this relocation were to reduce costs and to improve manufacturing efficiencies.
The Company leases an approximately 20,100 square foot building in
Charlotte, North Carolina for manufacturing in the compounding segment pursuant
to a lease which expires in
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September 1997. The Company leases a 43,000 square foot building for the
production of specialty compounds in Singapore pursuant to a lease which
expires in October 1996.
The Company's executive offices and largest facilities are rented from
Mesa Leasing Company, a partnership in which the Company and Russell T.
Gilbert, the President and Chief Executive Officer and a director of the
Company, are equal partners. See the notes to the Consolidated
Financial Statements.
The Company believes these facilities are suitable for their
respective uses, have adequate capacity for current requirements and have
sufficient additional space for the Company to add equipment and manufacturing
capacity for the immediate future. Certain of the Company's manufacturing
facilities are not being fully utilized. For further discussion see
Management's Discussion and Analysis of Financial Condition and Results of
Operations contained herein.
ITEM 3. LEGAL PROCEEDINGS
The Company is not currently subject to any legal actions which are
expected to have a material adverse effect on its operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the
fourth quarter of the fiscal year.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
Shares of the Company's Common Stock are traded in the
over-the-counter market and trading prices are quoted on the Nasdaq National
Market System under the symbol CIMC. The high and low sales prices for shares
of the Company's Common Stock, as reported on the National Market System are
listed below for the periods indicated.
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<TABLE>
<CAPTION>
Fiscal 1995
High Low
--------------------------
<S> <C> <C>
----------------------------------------------------------------
First Quarter $6.375 $5.50
Second Quarter 6.00 4.50
Third Quarter 5.50 4.00
Fourth Quarter 5.50 4.00
</TABLE>
<TABLE>
<CAPTION>
Fiscal 1994
High Low
--------------------------
<S> <C> <C>
----------------------------------------------------------------
First Quarter $9.00 $7.00
Second Quarter 9.50 6.50
Third Quarter 8.75 6.25
Fourth Quarter 7.50 5.75
</TABLE>
On July 21, 1995, the closing price for the Company's Common Stock was
$4.00 per share, and there were approximately 275 stockholders of record.
No cash dividends have been declared on the Company's stock during the
two most recent fiscal years, and there is no intention to pay cash dividends
in the forseeable future. Covenants in the Company's loan agreement currently
restrict its ability to pay dividends in excess of $100,000 annually. See the
notes to the Consolidated Financial Statements.
ITEM 6. SELECTED FINANCIAL DATA
OMITTED PURSUANT TO FORM 12b-25 FILED CONCURRENTLY WITH THIS REPORT ON
FORM 10-K.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
OMITTED PURSUANT TO FORM 12b-25 FILED CONCURRENTLY WITH THIS REPORT ON
FORM 10-K.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
OMITTED PURSUANT TO FORM 12b-25 FILED CONCURRENTLY WITH THIS REPORT ON
FORM 10-K.
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Incorporated by reference from the information contained under the
section captioned "Ratification of the Appointment of Independent Accountants"
of the Registrant's Proxy Statement to be filed with the Securities and
Exchange Commission within 120 days after the close of the Registrant's fiscal
year.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Incorporated by reference from the information contained under the
section captioned "Election of Directors" and "Officers and Key Employees" of
the Registrant's Proxy Statement to be filed with the Securities and Exchange
Commission within 120 days after the close of the Registrant's fiscal year.
ITEM 11. EXECUTIVE COMPENSATION
The Company maintains certain employee benefit plans and programs in
which executive officers participate. Copies of these plans and programs are
incorporated by reference as Exhibits 10.1, 10.2, 10.3, 10.11, 10.16 and 10.17,
hereto. Further information is incorporated by reference from the information
contained under the section captioned "Executive Compensation" of the
Registrant's Proxy Statement to be filed with the Securities and Exchange
Commission within 120 days after the close of the Registrant's fiscal year.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Incorporated by reference from the information contained under the
section captioned "Principal Stockholders" of the Registrant's Proxy Statement
to be filed with the Securities and Exchange Commission within 120 days after
the close of the Registrant's fiscal year.
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED ACTIONS
Incorporated by reference from the information contained under the
section captioned "Certain Transactions" of the Registrant's Proxy Statement to
be filed with the Securities and Exchange Commission within 120 days after the
close of the Registrant's fiscal year.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Documents filed as a part of this Report:
(1) Financial Statements
The financial statements listed in the accompanying Index to
Consolidated Financial Statements and Schedules on page F-1
are filed as part of this Report and incorporated herein by
reference.
(2) Financial Statement Schedule
The financial statement schedule listed in the accompanying
Index to Consolidated Financial Statements and Schedules on
page F-1 are filed as part of this Report and incorporated
herein by reference.
(3) Exhibits
The exhibits listed on the accompanying Exhibit Index are
incorporated herein by reference.
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
- ------ ----------- ----
<S> <C> <C>
3.1 Registrant's Articles of Incorporation Presently in Effect (Incorporated by reference
from Exhibit 3.1 to the Company's Registration Statement on Form 8-B (File No. 0-16249)
filed on September 26, 1987 (the Form 8-B))
3.2 Registrant's Bylaws Presently in Effect (Incorporated by reference from Exhibit 3.2 to
the Form 8-B)
4.1 Rights Agreement dated as of December 5, 1992, between the Registrant and First
Interstate Bank of California, as Rights Agent (Incorporated by reference from Exhibit 1
to the Company's Current Report on Form 8-K as filed with the Securities and Exchange
Commission on December 16, 1992)
</TABLE>
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<TABLE>
<S> <C> <C>
10.1 CIMCO Employee Stock Ownership Plan (Incorporated by reference from Exhibit 10.1 to the
Company's Registration Statement on Form S-1 (File No. 33-4059) filed on April 2, 1986
(the "April 2, 1986 S-1"))
10.2 CIMCO 1982 Incentive Stock Option Plan (Incorporated by reference from Exhibit 10.2 to
the April 2, 1986 S-1)
10.3 CIMCO 1986 Incentive Stock Option Plan (Incorporated by reference from Exhibit 28.1 to
the Company's Registration Statement on Form S-8 (File No. 33-8628) filed on September
10, 1986)
10.4 Lease Agreement dated August 15, 1978 between Nordic Investment Company and Registrant
(Incorporated by reference from Exhibit 10.13 to the April 2, 1986 S-1)
10.5 Lease Agreement dated December 1, 1983 between John C. Rau, Ivan M. Rau and Registrant
(Incorporated by reference from Exhibit 10.2 to the April 2, 1986 S-1)
10.6 Lease Agreement dated December 16, 1974 between Fred M. Swenson and Russell T. Gilbert,
a general partnership d.b.a. Mesa Leasing Company and Registrant (Incorporated by
reference from Exhibit 10.5 to the April 2, 1986 S-1)
10.7 Lease Agreement dated December 7, 1984 between Mesa Leasing Company and Registrant
(Incorporated by reference from Exhibit 10.16 to the April 2, 1986 S-1)
10.8 Lease Agreement dated October 1, 1961 between Frederick M. Swenson and Russell T.
Gilbert (Incorporated by reference from Exhibit 10.21 to the April 2, 1986 S-1)
10.9 Instrument of Assignment and Amendment to Agreement of Partnership of Mesa Leasing
Company dated December 3, 1984 (Incorporated by reference from Exhibit 10.23 to the
April 2, 1986 S-1)
10.10 Lease Agreement dated September 1, 1987 between Henry Lee Harkey and Registrant
(Incorporated by reference from Exhibit 10.24 to the Company's Annual Report on
Form 10-K for the year ended April 30, 1988 (the "1988 Form 10-K"))
10.11 CIMCO, INC. 1988 Incentive Stock Option Plan (Incorporated by reference from Exhibit 4.1
to the Company's Registration on Form S-8 (File No. 33-26111) filed on December 12,
1988)
10.12 Lease Agreement dated November 2, 1990 between Gordon, Colwell and Ray, a partnership,
and Registrant (Incorporated by reference from Exhibit 10.22 to the Company's Annual
Report on Form 10-K for the year ended April 30, 1991 (the "1991 Form 10-K"))
10.13 Manufacturing Agreement dated February 28, 1990 between 3M Company and Registrant
(Incorporated by reference from Exhibit 10.15 to the Company's Annual Report on
Form 10-K for the year ended April 30, 1992 (the "1992 Form 10-K"))
</TABLE>
17
<PAGE> 18
<TABLE>
<S> <C> <C>
10.14 Renewal of Letter of Intent to Purchase Parts dated March 14, 1991 between Coast Foundry
& Manufacturing Company and Registrant (Incorporated by reference from Exhibit 10.17 to
the Company's 1992 Form 10-K)
10.15 February 3, 1992 Amendment to Lease dated September 1, 1987 between Henry Lee Harkey and
Registrant (Incorporated by reference from Exhibit 10.28 to the Company's 1992
Form 10-K)
10.16 CIMCO, INC. 1991 Stock Incentive Program (Incorporated by reference from Exhibit 10.29
to the Company's 1992 Form 10-K)
10.17 CIMCO and Subsidiaries 401(k) Plan (Incorporated by reference from Exhibit 4.1 to the
Company's Registration Statement on Form S-8 (File No. 33-40448) filed on May 8, 1991)
10.18 Industrial Land Purchase Agreement dated August 30, 1992 and Counter Offer dated October
12, 1992, between John Lawrence (Nevada) Inc. and Registrant (Incorporated by reference
from Exhibit 10.33 to the Company's Quarterly Report on Form 10-Q for the quarter ended
January 31, 1993)
10.19 Reimbursement Agreement dated September 1, 1993, between Wells Fargo Bank, National
Association and Registrant (Incorporated by reference from Exhibit 10.41 to the
Company's Quarterly Report on Form 10-Q for the quarter ended October 31, 1993)
10.20 Loan Agreement dated September 1, 1993, between Director of the State of Nevada,
Department of Commerce and Registrant (Incorporated by reference from Exhibit 10.42 to
the Company's Quarterly Report on Form 10-Q for the quarter ended October 31, 1993)
10.21 Tenancy Agreement dated March 11, 1994, between Jurong Town Corporation and Registrant
(Incorporated by reference from Exhibit 10.37 to the Company's Annual Report on
Form 10-K for the year ended April 30, 1994)
10.22 Credit Agreement dated February 1 1995, between Wells Fargo Bank, National Association
and Registrant (Incorporated by reference from Exhibit 10.41 to the Company's Quarterly
Report on Form 10-Q for the quarter ended January 31, 1995)
21.1 Subsidiaries of the Registrant
</TABLE>
(b) Reports on Form 8-K.
No current report on Form 8-K was filed during the fourth quarter of
the Registrant's fiscal year.
18
<PAGE> 19
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Act of 1934, the registrant has duly caused this Form 10-K Report to be signed
on its behalf by the undersigned thereunto duly authorized.
July 28, 1995 CIMCO, Inc.
By: RUSSELL T. GILBERT
-------------------------------------------
Russell T. Gilbert
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed below by the following persons on behalf of
registrant and in the capacities indicated on July 28, 1995.
<TABLE>
<CAPTION>
Signatures Capacities
----------- ----------
<S> <C>
RUSSELL T. GILBERT President, Chief Executive Officer and Director
- ---------------------------------- (Principal Executive Officer)
Russell T. Gilbert
L. RONALD TREPP Chief Financial Officer (Principal
- ---------------------------------- Financial and Accounting Officer)
L. Ronald Trepp
UTTA K. HARRISON Secretary and Director
- ----------------------------------
Utta K. Harrison
Director
- ----------------------------------
James L. Doti
Director
- ----------------------------------
Kenneth E. Hendrickson
Director
- ----------------------------------
Adolph Posnick
FRANKLIN I. REMER Director
- ----------------------------------
Franklin I. Remer
FREDERICK M. SWENSON Director
- ----------------------------------
Frederick M. Swenson
</TABLE>
19
<PAGE> 1
EXHIBIT 21.1
SUBSIDIARIES OF CIMCO, INC.
The following is a table which lists information related to all the
subsidiaries of CIMCO, Inc.
<TABLE>
<CAPTION>
State of Fictitious
Name of Subsidiary Incorporation Business Name
- ------------------ ------------- -------------
<S> <C> <C>
Medical Molding Corporation of America California MMCA
CIMCO Medical
Compounding Technology, Inc. California CTI
Compounding Technology, Pte. Ltd. Singapore CTPL
</TABLE>
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