CONFORMED COPY
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For Quarter Ended: April 30, 1999
Commission File Number: 0-16304
OPTEK TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
State of Delaware
(State or other jurisdiction of incorporation or organization)
75-1962405
(I.R.S. Employer Identification No.)
1215 West Crosby Road Carrollton, Texas 75006
(Address of principal executive offices) (Zip Code)
(972) 323-2200
(Registrant's telephone number, including area code)
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 90 days.
X
--- ---
Yes No
Number of common shares outstanding as of April 30, 1999:
7,641,106 with par value $.01 per share
<PAGE>
OPTEK TECHNOLOGY, INC.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements. Page
--------------------- ----
Optek Technology, Inc. Consolidated Balance
Sheets as of April 30, 1999 and October 30, 1998. 2
Optek Technology, Inc. Consolidated Statements
of Income for the Three Months Ended April 30,
1999 and May 1, 1998. 3
Optek Technology, Inc. Consolidated Statements
of Income for the Six Months Ended April 30,
1999 and May 1, 1998. 4
Optek Technology, Inc. Consolidated Statements
of Cash Flows for the Six Months Ended April 30,
1999 and May 1, 1998. 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations. 8
-----------
Item 3. Quantitative and Qualitative Disclosures
About Market Risk. 11
------------------
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of
Security Holders. 12
-----------------
Item 5. Other Information. 12
------------------
Item 6. Exhibits and Reports on Form 8-K. 12
---------------------------------
<PAGE>
<PAGE>
FORM 10-Q
PART I
OPTEK TECHNOLOGY, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(in thousands except share and per share data)
<TABLE>
April 30, October 30,
1999 1998
--------- -----------
ASSETS
- ------
<S> <C> <C>
Current assets:
Cash and cash equivalents $14,354 $15,836
Accounts receivable, net of
allowance for doubtful accounts
and customer returns of $1,876
in 1999 and $1,891 in 1998 9,645 10,185
Inventories (Note 2) 9,407 7,916
Deferred income taxes 2,610 2,610
Prepaid expenses 252 313
------- -------
Total current assets 36,268 36,860
Property, plant and equipment, net 18,813 15,675
Other assets 398 137
------- -------
$55,479 $52,672
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current liabilities:
Accounts payable $ 4,037 $ 2,258
Accrued expenses 5,498 7,859
------- -------
Total current liabilities 9,535 10,117
Other liabilities 187 140
Stockholders' equity:
Preferred stock, $.01 par value;
authorized 1,000,000 shares;
none issued - -
Common stock, $.01 par value;
authorized 25,000,000 shares;
issued and outstanding 7,717,374
shares in 1999 and 7,738,740 shares
in 1998 77 77
Additional paid-in-capital 16,453 17,674
Treasury stock, at cost; 76,268
shares in 1999 and 31,300 shares
in 1998 (1,230) (497)
Retained earnings 30,457 25,161
------- -------
Total stockholders' equity 45,757 42,415
------- -------
$55,479 $52,672
======= =======
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
<PAGE>
FORM 10-Q
PART I
OPTEK TECHNOLOGY, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(in thousands except per share data)
<TABLE>
THREE MONTHS ENDED
--------------------------
April 30, May 1,
1999 1998
--------- ---------
<S> <C> <C>
Net sales $20,077 $23,092
Costs and expenses:
Cost of sales 12,487 13,429
Product development and
engineering expenses 1,756 1,589
Selling expenses 1,295 1,434
General and administrative
expenses 1,018 1,124
------- -------
Total costs and expenses 16,556 17,576
------- -------
Operating income 3,521 5,516
Other (income) expense, net:
Interest income (177) (149)
Other expense 134 25
------- -------
Total other, net (43) (124)
------- -------
Income before income taxes 3,564 5,640
Income tax expense 1,211 1,974
------- -------
Net income $ 2,353 $ 3,666
======= =======
Basic earnings per share (Note 4) $ 0.31 $ 0.81
======= =======
Weighted average common shares
outstanding 7,656 4,554
======= =======
Diluted earnings per share
(Note 4) $ 0.30 $ 0.46
======= =======
Weighted average common and
potentially dilutive shares
outstanding 7,822 7,979
======= =======
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
<PAGE>
FORM 10-Q
PART I
OPTEK TECHNOLOGY, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(in thousands except per share data)
SIX MONTHS ENDED
------------------------
April 30, May 1,
1999 1998
--------- ----------
Net sales $41,285 $43,511
Costs and expenses:
Cost of sales 25,221 25,534
Product development and
engineering expenses 3,644 3,047
Selling expenses 2,616 2,891
General and administrative
expenses 1,970 2,095
------- -------
Total costs and expenses 33,451 33,567
------- -------
Operating income 7,834 9,944
Other (income) expense, net:
Interest income (379) (260)
Other expense 198 40
------- -------
Total other, net (181) (220)
------- -------
Income before income taxes 8,015 10,164
Income tax expense 2,719 3,558
------- -------
Net income $ 5,296 $ 6,606
======= =======
Basic earnings per share (Note 4) $ 0.69 $ 1.50
======= =======
Weighted average common shares
outstanding 7,672 4,413
======= =======
Diluted earnings per share (Note 4) $ 0.67 $ 0.83
======= =======
Weighted average common and
potentially dilutive shares
outstanding 7,868 7,930
======= =======
[/TABLE]
See accompanying notes to consolidated financial statements.
<PAGE>
<PAGE>
PART I
OPTEK TECHNOLOGY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
SIX MONTHS ENDED
----------------------
April 30, May 1,
1999 1998
---------- ----------
Cash flows from operating activities:
Net income $ 5,296 $ 6,606
Adjustments to reconcile net
income to net cash provided by
operating activities:
Depreciation and amortization 975 898
Gain on sale of property,
plant and equipment (4) (6)
Changes in assets and liabilities:
Accounts receivable 540 (368)
Inventories (1,491) (1,288)
Prepaid expenses and other assets (200) (11)
Accounts payable, accrued expenses
and other liabilities (535) (1,161)
------- -------
Net cash provided by operating
activities 4,581 4,670
Cash flows from investing activities:
Purchase of property, plant and
equipment (4,113) (3,236)
Proceeds from sale of property,
plant and equipment 4 6
------- -------
Net cash used in investing
activities (4,109) (3,230)
Cash flows from financing activities:
Net proceeds from exercise of
stock options and warrants 237 960
Purchase of treasury stock (2,191) -
------- -------
Net cash provided by (used in)
financing activities (1,954) 960
Net increase (decrease) in cash and
cash equivalents (1,482) 2,400
Cash and cash equivalents at
beginning of period 15,836 9,815
------- -------
Cash and cash equivalents at
end of period $14,354 $12,215
======= =======
Interest payments $ 19 $ 6
======= =======
Income tax payments $ 2,945 $ 3,680
======= =======
[/TABLE]
See accompanying notes to consolidated financial statements.
<PAGE>
<PAGE>
FORM 10-Q
PART I
OPTEK TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
April 30, 1999
NOTE 1 The consolidated financial statements of Optek
Technology, Inc. (the "Company") are unaudited and reflect all
adjustments, consisting only of normal recurring adjustments,
which are, in the opinion of management, necessary for a fair
presentation of the results for the interim periods. These
consolidated financial statements should be read in conjunction
with the consolidated financial statements and notes thereto
included in the Company's Annual Report on Form 10-K for the year
ended October 30, 1998. The results of operations for the six
months ended April 30, 1999 are not necessarily indicative of the
results for the entire year ending October 29, 1999.
NOTE 2 The components of inventories, in thousands of dollars,
are as follows:
<TABLE>
April 30, October 30,
1999 1998
---------- -----------
<S> <C> <C>
Finished goods $ 2,814 $ 2,416
Work-in-process 4,687 4,018
Raw materials 4,261 3,618
Reserves for excess and
obsolete inventory (2,355) (2,136)
-------- --------
$ 9,407 $ 7,916
======== ========
</TABLE>
NOTE 3 Shares used in calculating basic and diluted earnings
per share for the three months ended April 30, 1999 and May 1,
1998 are as follows (in thousands):
<TABLE>
April 30, May 1,
1999 1998
---------- ----------
<S> <C> <C>
Weighted average common shares
outstanding used in computing
basic earnings per share 7,656 4,554
Warrants to purchase common
shares held by First
Source Financial, LLP - 3,150
Options to purchase common
shares 410 504
Assumed repurchase of common
shares (244) (229)
------ ------
Shares used in computing
diluted earnings per share 7,822 7,979
===== =====
</TABLE>
<PAGE>
Shares used in calculating basic and diluted earnings per share
for the six months ended April 30, 1999 and May 1, 1998 are as
follows (in thousands):
<TABLE>
April 30, May 1,
1999 1998
--------- ---------
<S> <C> <C>
Weighted average common shares
outstanding used in computing
basic earnings per share 7,672 4,413
Warrants to purchase common
shares held by First
Source Financial, LLP - 3,150
Other warrants to purchase
common shares - 89
Options to purchase common
shares 433 556
Assumed repurchase of common
shares (237) (278)
------- ------
Shares used in computing
diluted earnings per share 7,868 7,930
======= ======
</TABLE>
NOTE 4 Other notes have been omitted pursuant to Rule 10-01
(a) (5) of Regulation S-X.
<PAGE>
<PAGE>
FORM 10-Q
PART 1
ITEM 2.
Management's Discussion and Analysis of Financial Condition and
Results of Operations.
- ----------------------
This Report includes "forward-looking statements" within the
meaning of Section 21E of the Securities Exchange Act. All of
the statements contained in this Report, other than statements of
historical fact, should be considered forward-looking statements,
including, but not limited to, those concerning the Company's
strategies, objectives and plans for its operations, products and
services and changes in demand for sensor products. There can be
no assurances that these expectations will prove to have been
correct. Important factors that could cause actual results to
differ materially from the Company's expectations are disclosed
in the Company's other public filings ("Cautionary Statements").
All subsequent written and oral forward-looking statements by or
attributable to the Company or persons acting on its behalf are
expressly qualified in their entirety by such Cautionary
Statements. Investors are cautioned not to place undue reliance
on these forward-looking statements, which speak only as of the
date hereof and are not intended to give any assurance as to
future results. The Company undertakes no obligation to publicly
release any revisions to these forward-looking statements to
reflect events or circumstances after the date hereof or to
reflect the occurrence of unanticipated events.
Results of Operations
- ---------------------
Three Months Ended April 30, 1999 Compared to Three Months Ended
May 1, 1998
- -----------
Net sales for the three months ended April 30, 1999 were
$20.1 million, down $3.0 million compared to net sales of $23.1
million for the three months ended May 1, 1998. The decrease in
net sales was primarily the result of softness in commercial
products with net sales of $12.8 million, down $1.5 million or 10%
from the comparable period last year. The softness in commercial
products is expected to continue at least into the third quarter
of this fiscal year. Aerospace/defense net sales of $860,000 were
down $710,000 or 45% from the comparable period last year as the
Company continues to phase out of this low margin product line.
In addition, automotive net sales of $6.4 million were down
$851,000, or 12%, primarily due to a customer instituting a
just-in-time inventory system during the period which resulted in
shipments being pushed out approximately 3 weeks. Automotive
products, which accounted for approximately 32% of the Company's
net sales during the three months ending April 30, 1999, have in
recent years represented the fastest area of growth for the
Company. The Company's growth rate has been more significantly
impacted by the addition of new programs than growth in existing
programs. Therefore, the Company's quarter-to-quarter and
year-to-year growth rates depend largely upon the number, size
and timing of new program additions.
Gross profit for the three months ended April 30, 1999 was
$7.6 million, or 37.8% of net sales, compared to $9.7 million, or
41.8% of net sales, for the comparable period of fiscal 1998. The
decline was primarily the result of lower net sales as described
above and the Company's investment to increase capacity in
anticipation of future growth from new products such as fiber
optics. In addition, the softness in commercial product sales
primarily impacted higher margin assembly products.
Product development and engineering expenses during the
three months ended April 30, 1999 were $1.8 million, or 8.7% of
net sales, compared to $1.6 million, or 6.9% of net sales, during
the comparable period of the prior fiscal year. These expenses
were primarily related to the development of new products and
processes as well as ongoing engineering support for existing
programs. The Company anticipates expenditures to be greater
during fiscal 1999 than during fiscal 1998 in order to support
new product development and expand ongoing engineering support.
Selling, general and administrative expenses during the
three months ended April 30, 1999 were $2.3 million, or 11.5% of
net sales, compared to $2.6 million, or 11.1% of net sales, for
the three months ended May 1, 1998. The decrease in absolute
dollars was primarily due to lower sales commissions as a result
of lower net sales.
<PAGE>
As a result of the foregoing factors, operating income for
the three months ended April 30, 1999 was $3.5 million, or 17.5%
of net sales, versus $5.5 million, or 23.9% of net sales, during
the comparable period of fiscal 1998. The Company's expense
levels are based, in part, on its expectation as to future net
sales and to a significant extent are fixed in the short term.
Accordingly, the Company may be unable to adjust spending in a
timely manner to compensate for an unexpected shortfalls in net
sales. Any significant shortfall in demand in relation to the
Company's expectations or any material delay or deferral of
customer orders would have a material adverse effect on the
Company's business, operating results and financial condition.
Other (income)/expense consisted primarily of net interest
income of $177,000 in the three months ended April 30, 1999
compared to net interest income of $149,000 in the comparable
period of fiscal 1998.
Income tax expense for the three months ended April 30, 1999
was $1.2 million, or 6.0% of net sales, compared to $2.0 million,
or 8.5% of net sales, in the same period of fiscal 1998. The
decrease in the tax rate for the period was attributable to tax
credits related to research and development expenditures. The
effective tax rate, before tax credits, for both periods was 35%.
As a result of the factors discussed above, net income for
the three months ended April 30, 1999 was $2.4 million, or 11.7%
of net sales, compared to $3.7 million, or 15.9% of net sales,
for the comparable period of fiscal 1998.
First Six Months Ended April 30, 1999 Compared to First Six
Months Ended May 1, 1998
- ------------------------
During the first six months of fiscal 1999, net sales were
$41.3 million, down $2.2 million or 5.3%, compared to net sales
of $43.5 million for the six months ended May 1, 1998. The
decrease in net sales was primarily the result of softness in
commercial products, with net sales of $25.0 million, down $1.2
million or 5% from the comparable period last year. The softness
in commercial products is expected to continue at least into the
third quarter of this fiscal year. Aerospace/defense net sales of
$1.8 million were down $1.0 million, or 59%, from the comparable
period last year as the Company continues to phase out this low
margin product line. Automotive net sales of $14.5 million were
essentially flat compared to the same period last year.
Automotive products, which accounted for approximately 35% of the
Company's net sales during the six months ending April 30, 1999,
have in recent years represented the fastest area of growth for
the Company. The Company's growth rate has been more
significantly impacted by the addition of new programs than
growth in existing programs. Therefore, the Company's
quarter-to-quarter and year-to-year growth rates depend largely
upon the number, size and timing of new program additions.
Gross profit in the first six months of fiscal 1999 was
$16.1 million, or 38.9% of net sales, compared to $18.0 million,
or 41.3% of net sales, in the comparable period of fiscal 1998.
The decline was primarily the result of lower net sales as
described above and the Company's investment to increase capacity
in anticipation of future growth from new products such as fiber
optics. In addition, the softness in commercial product sales
primarily impacted higher margin assembly products.
Product development and engineering expenses during the
first six months of fiscal 1999 were $3.6 million, or 8.8% of net
sales, compared to $3.0 million, or 7.0% of net sales, during the
comparable period of the prior fiscal year. These expenses were
primarily related to the development of new products and
processes as well as ongoing engineering support for existing
programs. The Company anticipates expenditures to be greater
during fiscal 1999 than during fiscal 1998 in order to support
new product development and expand ongoing engineering support.
Selling, general and administrative expenses during the
first six months of fiscal 1999 were $4.6 million, or 11.1% of
net sales, compared to $5.0 million, or 11.5% of net sales, for
the first six months of fiscal 1998. The decrease in absolute
dollars was primarily due to lower sales commissions as a result
of lower net sales.
<PAGE>
As a result of the foregoing factors, operating income for
the first six months of fiscal 1999 was $7.8 million, or 19.0% of
net sales, versus $9.9 million, or 22.9% of net sales, during the
comparable period of fiscal 1998. The Company's expense levels
are based, in part, on its expectation as to future net sales and
to a significant extent are fixed in the short term. Accordingly,
the Company may be unable to adjust spending in a timely manner
to compensate for an unexpected shortfall in net sales. Any
significant shortfall in demand in relation to the Company's
expectations or any material delay or deferral of customer orders
would have a material adverse effect on the Company's business,
operating results and financial condition.
Other (income) expense consisted primarily of net interest
income of $379,000 in the first six months of fiscal 1999
compared to net interest income of $260,000 in the comparable
period of fiscal 1998.
Income tax expense for the first six months of fiscal 1999
was $2.7 million, or 6.6% of net sales, compared to $3.6 million,
or 8.2% of net sales, in the same period of fiscal 1998. The
decrease in the tax rate for the period was attributable to tax
credits related to research and development expenditures. The
effective tax rate, before tax credits, for both periods was 35%.
As a result of the factors discussed above, net income for
the first six months of fiscal 1999 was $5.3 million, or 12.8% of
net sales, compared to $6.6 million, or 15.2% of net sales, in
the first six months of fiscal 1998.
Liquidity and Capital Resources
- --------------------------------
The Company generated approximately $4.6 million in cash
from operations during the first six months of fiscal 1999. The
largest uses of operating cash flows were the purchase of
manufacturing equipment in the amount of $4.1 million and the
purchase of treasury stock in connection with its repurchase
program in the amount of $2.2 million. At the end of the first
six months of fiscal 1999, the Company's working capital was
$26.7 million, including $14.4 million of cash and cash
equivalents.
The Company anticipates that additional manufacturing
capacity and new product development capability will be required
to support growth over the next several years. Therefore, the
Company increased capital expenditures in fiscal 1998 to
approximately $6.5 million and plans to make capital expenditures
of up to $10 million during fiscal 1999, including additional
expenditures for new product development. The timing and amount
of such expenditures is subject to adjustment based upon
continued evaluation by management.
In January 1998, the Company obtained a three-year $10.0
million unsecured line of credit from NationsBank NA. Borrowings
under this facility bear interest, at the option of the Company,
either at (i) a LIBOR-based rate plus a margin ranging from 1.00%
per annum to 1.50% per annum, depending upon the Company's ratio
of indebtedness to operating income, or (ii) a base rate equal to
a reference rate less a margin ranging from 0% to 1.0%,
depending upon the Company's ratio of indebtedness to operating
income. This facility contains customary covenants that, among
other things: require the maintenance of certain financial
ratios relating to fixed charges and interest coverage and debt
and equity amounts; require the maintenance of certain net worth
levels; restrict liens on Company and subsidiary assets; and
limit the payment of cash dividends.
The Company anticipates that it will generate sufficient
cash flows from operations to meet its obligations, including
capital requirements, for the next 12 months. However, an
unanticipated expansion or contraction of its business or future
acquisitions may require the Company to draw upon its existing
credit line or obtain other financing.
Impact of the Year 2000 Issue
- ------------------------------
The Year 2000 Issue is the result of computer programs being
written using two digits rather than four to define the
applicable year. Any computer programs that have date-sensitive
software may recognize a date using 00 as the year 1900 rather
than the year 2000. This could result in a system failure or
miscalculations causing disruptions of operations, including,
among other things, a temporary inability to process
transactions, send invoices or engage in similar normal business
activities. To become Year 2000 compliant, the Company
implemented a comprehensive study of its information technology
systems. Because many of its systems were outdated and no longer
supported, ordinary replacement with Year 2000 compliant systems
has addressed most of the Company's needs in those areas.
<PAGE>
However, the Company found it necessary to upgrade its marketing
order management software outside of the ordinary replacement
cycle to be Year 2000 compliant at a cost of approximately
$75,000. In addition, the Company is currently conducting a
review of all PC's, HVAC, test equipment and similar systems and
acting on them accordingly. To date, the Company has not
identified any of such systems which it believes would fail and
significantly disrupt the Company's operations. In any event,
the Company does not expect future costs to address its internal
Year 2000 matters to exceed $150,000 and anticipates being fully
Year 2000 compliant by July 31, 1999.
Because the Company's products are not date sensitive, the
Company does not believe that they will be affected by the Year
2000 Issue.
Further, the Company has requested from all of its
suppliers, and has received from approximately 70% of its
suppliers, written questionnaires and assurances that they are
taking the necessary measures to avoid any significant
disruptions from Year 2000 noncompliance. The Company is
continuing its efforts to identify any exposures from failure of
any significant supplier to provide goods or services required by
the Company.
Although the Company is committed to a successful and timely
Year 2000 conversion and funds are dedicated and available for
this project, no assurance can be given that it will be fully and
timely implemented. Failure of the Company's equipment or
software to operate properly with regards to the Year 2000 and
thereafter could require the Company to incur unanticipated
expenses to remedy any problems, which could have a material
adverse effect on the Company's business, operating results and
financial condition. Furthermore, the purchasing patterns of
customers or potential customers may be affected by Year 2000
issues if their systems malfunction or they expend significant
resources to correct their current systems for Year 2000
compliance. Their expenditures may result in reduced funds to
purchase products and services such as those offered by the
Company, which could have a material adverse effect on the
Company's business, operating results and financial condition.
The Company believes the least controllable and therefore most
probable exposure specifically related to its business would be
the failure of a supplier to timely provide goods or services
required by the Company. The Company has obtained assurances of
Year 2000 compliance from most of its suppliers and intends to
continue canvassing critical suppliers concerning the compliance
of their systems. In addition, the Company has in many instances
sought to identify and qualify alternate suppliers, where
feasible. However, if notwithstanding these measures, the
Company does not receive required goods or services as a result
of the failure of one or more suppliers, such failure could have
a material adverse effect upon the Company's business, operating
results and financial condition.
Recent Accounting Pronouncements
- ---------------------------------
In June of 1997, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards No. 131 (SFAS
No. 131) Disclosures About Segments of an Enterprise and Related
Information. SFAS No. 131 is effective for the Company's
financial statements to be issued at the end of the Company's
current fiscal year ended October 29, 1999. The Company does not
expect this standard to have a significant impact on the
consolidated financial statements.
ITEM 3.
Quantitative and Qualitative Disclosures About Market Risk.
- -----------------------------------------------------------
The Company invests its available cash and cash equivalents
in short term money market funds and therefore does not believe
that such instruments are subject to any significant interest
rate risk, foreign currency exchange risk, commodity price risk
or other significant market risk.
<PAGE>
<PAGE>
FORM 10-Q
PART II
PART II. - OTHER INFORMATION
ITEM 4.
Submission of Matters to a Vote of Security Holders.
- ----------------------------------------------------
The Company's annual meeting of stockholders was held on
March 16, 1999, at which time the stockholders were asked to vote
upon election of Directors and approval of an amendment to
increase the number of authorized shares of common stock, par
value $0.01 per share, from 12,000,000 to 25,000,000 (the
"Amendment").
All Directors of the Company were reelected. The votes cast
in such election were tabulated as follows:
Nominee For Votes Withheld
-------- ---- --------------
Thomas R. Filesi 5,111,524 83,510
Jerry L. Curtis 5,108,134 86,900
Michael E. Cahr 5,111,934 83,000
William H. Daughtrey 5,110,524 84,510
Grant A. Dove 5,110,494 84,540
Rodes Ennis 5,110,394 84,640
Wayne Stevenson 5,109,084 85,950
The Amendment was also duly approved. The votes to approve
the Amendment were tabulated as follows:
For Against Abstain
--- ------ -------
4,623,497 556,771 14,766
ITEM 5.
Other Information.
- ------------------
As previously announced on May 12, 1999, the Company has
signed a definitive agreement with The Dyson-Kissner-Moran
Corporation ("DKM") for the Company to be acquired by DKM for
$25.50 per share in cash. On May 18, 1999, DKM commenced a
tender offer for all outstanding shares of the Company's common
stock which is currently scheduled to expire on June 15, 1999.
Closing of the tender offer is subject to conditions described in
Schedule 14D-1 filed by DKM and Schedule 14D-9 filed by the
Company with the Securities and Exchange Commission. In the
event that the tender offer is closed, the agreement contemplates
that the parties will complete a merger pursuant to all
outstanding shares of the Company, other than shares held by the
Company and its subsidiaries, DKM and its subsidiaries and
stockholders who perfect dissenters' right, would be converted
into $25.50 in cash per share. For a more complete description
of these transactions, reference is made to the Schedule 14D-1
filed by DKM and the Schedule 14D-9 filed by the Company with the
Securities and Exchange Commission.
ITEM 6.
Exhibits and Reports on Form 8-K.
- ---------------------------------
None
<PAGE>
<PAGE>
SIGNATURE
Pursuant to the requirement of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
behalf of the undersigned thereunto duly authorized.
Optek Technology, Inc.
Date: June 14, 1999 By: /s/ Thomas R. Filesi
------------- ----------------------
Thomas R. Filesi
Chairman and CEO
(Principal Executive Officer)
Date: June 14, 1999 By: /s/ William J. Collinsworth
------------- ----------------------------
William J. Collinsworth
Vice President - Finance and
CFO
(Principal Financial Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
registrant's Form 10-Q for the quarter ended April 30, 1999 and is
qualified in its entirety by reference to such financial statement.
All numbers are in thousands, except per share amounts.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> OCT-29-1999
<PERIOD-END> APR-30-1999
<CASH> 14354
<SECURITIES> 0
<RECEIVABLES> 11521
<ALLOWANCES> 1876
<INVENTORY> 9407
<CURRENT-ASSETS> 36268
<PP&E> 42395
<DEPRECIATION> 23582
<TOTAL-ASSETS> 55479
<CURRENT-LIABILITIES> 9535
<BONDS> 0
0
0
<COMMON> 77
<OTHER-SE> 45680
<TOTAL-LIABILITY-AND-EQUITY> 45757
<SALES> 41285
<TOTAL-REVENUES> 41285
<CGS> 25221
<TOTAL-COSTS> 33451
<OTHER-EXPENSES> 198
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (379)
<INCOME-PRETAX> 8015
<INCOME-TAX> 2719
<INCOME-CONTINUING> 5296
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5296
<EPS-BASIC> 0.69
<EPS-DILUTED> 0.67
</TABLE>
