<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 11-K
Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934
For the Twelve-Month Period Ended December 31, 1996
Commission File No. 0-20165
A. Full title of the plan and the address of the plan if different from that
of the issuer named below:
STERIS Corporation 401(k) Plan and Trust
B. Name of issuer of securities held pursuant to the plan and the address of
its principal executive office:
STERIS Corporation
5960 Heisley Road
Mentor, Ohio 44060
<PAGE> 2
Annual Report
STERIS CORPORATION 401(K) PLAN
AND TRUST
December 31, 1996 and 1995
Plan Sponsor
STERIS CORPORATION
5960 Heisley Road
Mentor, Ohio 44060
Plan Administrator
STERIS CORPORATION
5960 Heisley Road
Mentor, Ohio 44060
<PAGE> 3
STERIS Corporation 401(k) Plan and Trust
Audited Financial Statements
December 31, 1996 and 1995
<TABLE>
<CAPTION>
CONTENTS
REQUIRED INFORMATION
<S> <C>
Report of Independent Auditors................................................................... 1
FINANCIAL STATEMENTS PROVIDED
Statements of Net Assets Available for Benefits, with Fund Information........................... 2
Statement of Changes in Net Assets Available for Plan Benefits, with Fund Information............ 4
Notes to Financial Statements.................................................................... 5
SCHEDULES
Item 27(a)--Schedule of Assets Held for Investment Purposes....................................... 9
Item 27(d)--Schedule of Reportable Transactions................................................... 10
EXHIBITS
Exhibit 23--Consent of Independent Auditors....................................................... 12
</TABLE>
<PAGE> 4
Report of Independent Auditors
Board of Directors
STERIS Corporation
Mentor, Ohio
We have audited the accompanying statements of net assets available for benefits
of STERIS Corporation 401(k) Plan and Trust (the "Plan") as of December 31, 1996
and 1995, and the related statement of changes in net assets available for
benefits for the year ended December 31, 1996. These financial statements are
the responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
December 31, 1996 and 1995, and the changes in its net assets available for
benefits for the year ended December 31, 1996, in conformity with generally
accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedules of assets
held for investment purposes as of December 31, 1996 and reportable transactions
for the year then ended, are presented for purposes of complying with the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974, and are not a required part
of the financial statements. The fund information in the statements of net
assets available for benefits at December 31, 1996 and 1995 and changes in net
assets available for benefits for the year ended December 31, 1996 is presented
for purposes of additional analysis rather than to present the changes in net
assets available for benefits of each fund. The supplemental schedules and fund
information have been subjected to the auditing procedures applied in our audits
of the financial statements and, in our opinion, are fairly stated, in all
material respects, in relation to the financial statements taken as a whole.
Ernst & Young LLP
Cleveland, Ohio
July 9, 1997
1
<PAGE> 5
STERIS Corporation
401(k) Plan and Trust
Statement of Net Assets Available for Benefits, with Fund Information
December 31, 1996
<TABLE>
<CAPTION>
Victory
Victory Victory Investment STERIS
Stock Balanced Quality EB Magic Stock
Index Fund Fund Bond Fund Fund Fund
-------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ASSETS
Investments:
STERIS Corporation common shares $ 6,141,069
Mutual funds $ 22,004,849 $ 9,008,960 $ 457,373
Common/collective trusts $ 6,642,459
Participant loans receivable
Other investments 9,934 20,903 348 381 59,311
-------------------------------------------------------------------------------
Total investments 22,014,783 9,029,863 457,721 6,642,840 6,200,380
Employee contributions receivable 110 25 98,163 360
Employer contribution receivable 200,569 91,264 19,500 133,066 72,695
-------------------------------------------------------------------------------
Total assets 22,215,462 9,121,152 477,221 6,874,069 6,273,435
LIABILITIES
Accrued purchase of investments 122 381
Accrued expenses 17,716 19,321 549 2,173 3,401
-------------------------------------------------------------------------------
NET ASSETS AVAILABLE FOR BENEFITS $ 22,197,746 $ 9,101,831 $ 476,550 $ 6,871,515 $ 6,270,034
===============================================================================
Participant
Loans Total
-------------------------------
<S> <C> <C>
ASSETS
Investments:
STERIS Corporation common shares $ 6,141,069
Mutual funds 31,471,182
Common/collective trusts 6,642,459
Participant loans receivable $ 1,713,003 1,713,003
Other investments 90,877
-------------------------------
Total investments 1,713,003 46,058,590
Employee contributions receivable 98,658
Employer contribution receivable 517,094
-------------------------------
Total assets 1,713,003 46,674,342
LIABILITIES
Accrued purchase of investments 503
Accrued expenses 43,160
-------------------------------
NET ASSETS AVAILABLE FOR BENEFITS $ 1,713,003 $ 46,630,679
===============================
</TABLE>
See notes to financial statements.
2
<PAGE> 6
STERIS Corporation
401(k) Plan and Trust
Statement of Net Assets Available for Benefits, with Fund Information
December 31, 1995
<TABLE>
<CAPTION>
Victory
Victory Victory Investment STERIS
Stock Balanced Quality EB Magic Stock
Index Fund Fund Bond Fund Fund Fund
----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ASSETS
Investments:
STERIS Corporation common shares $ 1,404,971
Mutual funds $ 659,380 $ 396,433 $ 209,510
Common/collective trusts $ 110,460
Participant loans receivable
Other investments 228 266 104 22,550
----------------------------------------------------------------------------
Total investments 659,608 396,699 209,614 110,460 1,427,521
Contributions receivable 5,879 3,544 3,464 1,403 20,121
----------------------------------------------------------------------------
Total assets 665,487 400,243 213,078 111,863 1,447,642
LIABILITIES
Accrued purchase of investments 4,743 1,901 1,930 823 8,178
----------------------------------------------------------------------------
NET ASSETS AVAILABLE FOR BENEFITS $ 660,744 $ 398,342 $ 211,148 $ 111,040 $ 1,439,464
============================================================================
Participant
Loans Total
------------------------------
<S> <C> <C>
ASSETS
Investments:
STERIS Corporation common shares $ 1,404,971
Mutual funds 1,265,323
Common/collective trusts 110,460
Participant loans receivable $ 38,733 38,733
Other investments 23,148
--------------------------------
Total investments 38,733 2,842,635
Contributions receivable 34,411
--------------------------------
Total assets 38,733 2,877,046
LIABILITIES
Accrued purchase of investments 589 18,164
--------------------------------
NET ASSETS AVAILABLE FOR BENEFITS $ 38,144 $ 2,858,882
================================
</TABLE>
See notes to financial statements.
3
<PAGE> 7
STERIS Corporation
401(k) Plan and Trust
Statement of Changes in Net Assets Available for Benefits, with Fund Information
For the Year Ended December 31, 1996
<TABLE>
<CAPTION>
Victory
Victory Victory Investment STERIS
Stock Balanced Quality EB Magic Stock
Index Fund Fund Bond Fund Fund Fund
----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ADDITIONS
Employee contributions $ 1,344,363 $ 653,552 $ 151,544 $ 895,667 $ 721,135
Investment income 293,398 175,699 17,231 192,479 2,666
Transfer from Amsco 401(k) 19,633,449 7,742,202 5,570,641 2,939,240
Employer contribution receivable 200,569 91,264 19,500 133,066 72,695
----------------------------------------------------------------------------
Total additions 21,471,779 8,662,717 188,275 6,791,853 3,735,736
DEDUCTIONS
Distributions to participants 1,666,003 779,887 27,791 377,484 222,246
Expenses 17,716 19,321 549 2,173 3,401
----------------------------------------------------------------------------
Total deductions 1,683,719 799,208 28,340 379,657 225,647
Net realized and unrealized appreciation in
fair value of investments 2,036,978 631,677 (7,419) 27,243 1,643,851
Net investment transfers (288,036) 208,303 112,886 321,036 (323,370)
----------------------------------------------------------------------------
Net additions 21,537,002 8,703,489 265,402 6,760,475 4,830,570
Net assets available for benefits at
beginning of year 660,744 398,342 211,148 111,040 1,439,464
----------------------------------------------------------------------------
NET ASSETS AVAILABLE FOR BENEFITS AT
END OF YEAR $ 22,197,746 $ 9,101,831 $ 476,550 $ 6,871,515 $ 6,270,034
============================================================================
Participant
Loans Total
-------------------------------
<S> <C> <C>
ADDITIONS
Employee contributions $ 3,766,261
Investment income $ 70,256 751,729
Transfer from Amsco 401(k) 1,688,481 37,574,013
Employer contribution receivable 517,094
-------------------------------
Total additions 1,758,737 42,609,097
DEDUCTIONS
Distributions to participants 53,059 3,126,470
Expenses 43,160
-------------------------------
Total deductions 53,059 3,169,630
Net realized and unrealized appreciation in
fair value of investments 4,332,330
Net investment transfers (30,819)
-------------------------------
Net additions 1,674,859 43,771,797
Net assets available for benefits at
beginning of year 38,144 2,858,882
-------------------------------
NET ASSETS AVAILABLE FOR BENEFITS AT
END OF YEAR $ 1,713,003 $46,630,679
===============================
</TABLE>
See notes to financial statements.
4
<PAGE> 8
STERIS Corporation
401(k) Plan and Trust
Notes to Financial Statements
December 31, 1996 and 1995
A. DESCRIPTION OF THE PLAN
The following brief description of the STERIS Corporation 401(k) Plan and Trust
(the "Plan") is provided for general information purposes only. Participants
should refer to the Plan document for complete information regarding the Plan's
definitions, benefits, eligibility, and other matters.
GENERAL
The Plan, which became effective April 1, 1992, is a contributory plan available
to all employees of STERIS Corporation (the "Company" or "STERIS") who have
completed three months of service and have attained the age of 18 (21 prior to
June 30, 1996). Employee participation in the Plan is voluntary and enrollment
in the Plan is permitted on the first day of each January, April, July, and
October (an "Entry Date"). The Plan is subject to certain provisions of the
Employee Retirement Income Security Act of 1974 ("ERISA") and the Internal
Revenue Code.
On May 1, 1996, STERIS and Amsco International, Inc. (Amsco) shareholders
approved the Restated Agreement and Plan of Merger, dated as of December 16,
1995 and restated as of March 28, 1996, pursuant to which a newly-formed,
wholly-owned subsidiary of STERIS was merged with and into Amsco, with Amsco
becoming a wholly-owned subsidiary of STERIS, via the issuance of 0.46 STERIS
Common Share for each outstanding share of Amsco Common Stock.
Effective as of June 30, 1996, the Plan was amended and the Amsco 401(k) Tax
Deferred Savings Plan (the "Amsco Plan") was merged into the Plan. Also on June
30, 1996, the equity of all participants and beneficiaries in the Amsco Plan as
of the date of the merger was transferred to the Plan.
CONTRIBUTIONS
A participant is permitted to contribute not less than 1 percent and not more
than 10 percent of his/her compensation received during a calendar year. All
contributions made by a participant must be "before-tax" deferred compensation
contributions.
5
<PAGE> 9
STERIS Corporation
401(k) Plan and Trust
Notes to Financial Statements--Continued
A. DESCRIPTION OF THE PLAN--CONTINUED
Effective as of October 1, 1996, the Company may make matching discretionary
contributions to a participant's account. The level of matching contributions is
determined quarterly by the Company. Employer contributions are allocated to
each participant's account in accordance with the investment election choices
made by the participant. For the quarter ended December 31, 1996, the Company
made a 50% matching contribution in cash on employee contributions on the first
6% of eligible participant compensation.
Participants are fully vested in Company matching contributions at such time as
the contribution is made.
PARTICIPANT ACCOUNTS
Each participant may direct their contributions to be invested in 5 percent
increments in any combination of the following investment options:
EB Magic Fund, Victory Stock Index Fund, Victory Balanced Fund, Victory
Investment Quality Bond Fund, STERIS Corporation common stock.
The allocation of a participant's contributions to these investment funds is
selected by the participant and may be changed on each entry date. A participant
may elect to have a portion or all of the balance of his prior contributions (in
increments of 5 percent) transferred from any fund in which it is invested to
any other fund.
Separate accounts are maintained for each participant showing each type of
contribution and the interest of each participant in the various funds. The Plan
provides participants the opportunity to apply for a loan up to 50% of that
participant's balance, not to exceed $50,000.
At December 31, 1996, $29,442 had been allocated to participants who have
withdrawn from the Plan.
VESTING AND PAYMENT OF BENEFITS
Participant contributions, with all earnings and appreciation thereon, are fully
vested at all times. A participant whose employment terminates due to death or
retirement (including retirement on account of total and permanent disability)
or for reasons other than death or retirement will be eligible for a
distribution equal to the full amount of the separate accounts attributable to
their participant contributions.
6
<PAGE> 10
STERIS Corporation
401(k) Plan and Trust
Notes to Financial Statements--Continued
A. DESCRIPTION OF THE PLAN--CONTINUED
The Company, by action of its Board of Directors and without approval of its
shareholders, has the right to amend, suspend, or terminate the Plan in its
entirety. If the Plan is terminated, all amounts credited to a participant's
account will be paid to such participant as directed by the Company.
PLAN EXPENSES
Costs incident to the purchase and sale of securities, such as brokerage
commissions and stock transfer taxes, are paid by the respective funds. As of
July 1, 1996, all other general and administrative expenses incurred in the
administration of the Plan, which were previously paid by the Company, are
charged against the respective funds.
B. SIGNIFICANT ACCOUNTING POLICIES
Investments in the EB Magic Fund are stated at fair value as determined by the
trustee based on the underlying investments held in the fund. Also, included in
the EB Magic Fund at December 31, 1996 are three fully benefit responsive
guaranteed investment contracts. These contracts are carried at contract value
which approximates fair value. The average yield and crediting interest rate for
the year ending December 31, 1996 was 7.62%. Interest rates are fixed. All
contracts mature in 1999. All other investments are stated at fair value as
measured by quoted prices in active markets.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.
Certain prior year amounts have been reclassified to conform with current year
reporting.
C. TRANSACTIONS WITH PARTIES-IN-INTEREST
Party-in-interest transactions include the investment in the special funds of
the trustee and the payment of administrative expenses. Additionally, all costs
and expenses incurred in connection with the administration of the Plan for the
first half of 1996 were paid for by the Company. Such transactions are exempt
from being prohibited transactions.
The Plan purchased shares of common stock of the Company for $544,613 and sold
shares of common stock of the Company for $327,449 for the year ended December
31, 1996.
7
<PAGE> 11
STERIS Corporation
401(k) Plan and Trust
Notes to Financial Statements--Continued
D. INCOME TAX STATUS
The Plan Administrator believes the Plan is in operational compliance with
Internal Revenue Code (IRC) Section 401(a) and is, therefore, not subject to
tax under IRC Section 501(a). The Plan Administrator has indicated that the
Plan has been modeled after a prototype plan that has been accepted by the
Internal Revenue Service. However, due to recent Plan amendments, the Plan
Administrator intends to request in a timely manner a determination letter from
the Internal Revenue Service. The tax exempt status of the Plan does not affect
the taxability of distributions to participants.
E. INVESTMENTS
The Plan's investments are as follows:
<TABLE>
<CAPTION>
DECEMBER 31, 1996
COST FAIR VALUE
--------------------------------
<S> <C> <C>
Collective Investment Trusts of KeyBank National
Association:
*Employee Benefits Money Market Fund $ 90,877 $ 90,877
*EB Magic Fund **6,621,735 6,642,459
Mutual Funds:
Victory Stock Index Fund **20,429,677 22,004,849
Victory Balanced Fund **8,629,253 9,008,960
Victory Investment Quality Bond Fund 457,606 457,373
*STERIS Corporation common stock **3,692,619 6,141,069
Participant loans 1,713,003 1,713,003
</TABLE>
<TABLE>
<CAPTION>
DECEMBER 31, 1995
COST FAIR VALUE
--------------------------------
<S> <C> <C>
Collective Investment Trusts of KeyBank National
Association:
*Employee Benefits Money Market Fund $ 23,148 $ 23,148
*EB Magic Fund 108,037 110,460
Mutual Funds:
Victory Stock Index Fund **543,398 **659,380
Victory Balanced Fund **348,456 396,433
Victory Investment Quality Bond Fund **201,812 **209,510
*STERIS Corporation common stock **694,972 **1,404,971
Participant loans 38,733 38,733
*Party-in-interest
**Investment representing five percent or more of the Plan's net assets available for benefits
</TABLE>
8
<PAGE> 12
STERIS Corporation
401(k) Plan and Trust
Form 5500, Item 27(a)--Schedule of Assets Held for Investment Purposes
<TABLE>
<CAPTION>
December 31, 1996
Cost Fair Value
------------------------------
<S> <C> <C>
Collective Investment Trusts of Key Bank National
Association:
*Employee Benefits Money Market Fund $ 90,877 $ 90,877
*EB Magic Fund 6,621,735 6,642,459
Mutual Funds:
Victory Stock Index Fund 20,429,677 22,004,849
Victory Balanced Fund 8,629,253 9,008,960
Victory Investment Quality Bond Fund 457,606 457,373
*STERIS Corporation common stock 3,692,619 6,141,069
Participant loans 1,713,003 1,713,003
</TABLE>
* Party-in-interest
9
<PAGE> 13
STERIS Corporation
401(k) Plan and Trust
Form 5500, Item 27(d)--Schedule of Reportable Transactions
For the Year Ended December 31, 1996
<TABLE>
<CAPTION>
Current
Value of
Asset on Net
Purchase Selling Cost of Transaction Gain or
Description of Asset Price Price Asset Date (Loss)
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
CATEGORY (i) SINGLE TRANSACTIONS IN EXCESS OF 5% OF PLAN ASSETS
Employee Benefits Money Market Fund $ 19,610,464 $19,610,464 $ 19,610,464
Employee Benefits Money Market Fund 7,739,120 7,739,120 7,739,120
Employee Benefits Money Market Fund 206,400 206,400 206,400
Employee Benefits Money Market Fund $ 19,570,021 19,570,021 19,570,021
Employee Benefits Money Market Fund 7,720,207 7,270,207 7,720,207
Employee Benefits Money Market Fund 209,762 209,762 209,762
Employee Benefits Money Market Fund 175,219 175,219 175,219
Employee Benefits Money Market Fund 379,943 379,9043 379,943
Employee Benefits Money Market Fund 175,219 175,219 175,219
Employee Benefits Money Market Fund 379,943 379,943 379,943
Employee Benefits Money Market Fund 193,912 193,912 193,912
Employee Benefits Money Market Fund 193,912 193,912 193,912
Employee Benefits Money Market Fund 180,318 180,318 180,318
Employee Benefits Money Market Fund 180,318 180,318 180,318
Employee Benefits Money Market Fund 515,067 515,067 515,067
Employee Benefits Money Market Fund 515,067 515,067 515,067
Victory Balanced Fund 265,178 265,178 265,178
Victory Stock Index Fund 459,161 459,161 459,161
EB Magic Fund 147,841 147,841 147,841
Victory Balanced Fund 7,742,203 7,742,203 7,742,203
Victory Balanced Fund 379,943 370,236 370,236 $ 9,707
Victory Stock Index Fund 19,618,274 19,618,274 19,618,274
Victory Stock Index Fund 175,219 169,883 169,883 5,336
Victory Stock Index Fund 193,911 184,641 184,641 9,270
Victory Stock Index Fund 174,227 167,056 167,056 7,171
Victory Stock Index Fund 514,563 455,025 455,025 59,538
</TABLE>
10
<PAGE> 14
STERIS Corporation
401(k) Plan and Trust
Form 5500, Item 27(d)--Schedule of Reportable Transactions--Continued
<TABLE>
<CAPTION>
Current
Value of
Asset on Net
Number of Purchase Selling Cost of Transaction Gain or
Transactions Description of Asset Price Price Asset Date (Loss)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
CATEGORY (iii) SERIES OF TRANSACTIONS IN EXCESS OF 5% OF PLAN ASSETS
257 Employee Benefit Money $ 31,449,608 $31,449,608 $31,449,608
248 Market Fund $ 31,381,878 31,381,878 31,381,878
86 EB Magic fund 1,539,592 1,539,592 1,539,592
45 545,739 536,796 545,739 $ 8,943
50 STERIS Corporation Common 544,613 544,613 544,613
11 Stock 327,449 225,279 327,449 102,170
109 Victory Balanced Fund 9,054,610 9,054,610 9,054,610
38 808,582 773,814 808,582 34,768
92 Victory Investment Quality 307,404 307,404 307,404
28 Bond Fund 52,123 51,610 52,123 513
103 Victory Stock Index Quality 21,845,536 21,845,536 21,845,536
44 Bond Fund 2,093,057 1,959,256 2,093,057 133,801
</TABLE>
There were no category (ii) or (iv) reportable transactions during the year
ended December 31, 1996.
11
<PAGE> 1
Exhibit 23
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 33-55976) pertaining to the STERIS Corporation 401(k) Plan and Trust of
our report dated July 9, 1997, with respect to the financial statements and
schedules of the STERIS Corporation 401(k) Plan and Trust included in this
Annual Report (Form 11-K) for the year ended December 31, 1996.
Ernst & Young LLP
Cleveland, Ohio
July 9, 1997
<PAGE> 2
SIGNATURES
THE PLAN. Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the Plan has duly caused this annual report to be signed on their
behalf by the undersigned hereunto duly authorized.
STERIS Corporation 401(k) Plan and Trust
Dated: July 15, 1997 By: /s/ LAURA L. WEIEN
------------- --------------------------------------
Laura L. Weien
Treasurer
