<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
washington, D.C. 20549
FORM 11-K
(Mark One)
(X) ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (Fee Required)
For the fiscal year ended December 31, 1995
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (No Fee Required)
For the transition period from to
--------------------- ---------------------
Commission file number 1-10011
A. Full title of the plan and address of the plan, if different from
that of the issuer named below:
HMT, INC. 401(k) PROFIT SHARING PLAN AND TRUST
B. Name of issuer of securities held pursuant to the plan and the
address of its principal executive office:
ASTROTECH INTERNATIONAL CORPORATION
960 Penn Avenue, Suite 800
Pittsburgh, Pennsylvania 15222
<PAGE> 2
REQUIRED INFORMATION
The financial statements and related report listed below, prepared in
accordance with the financial reporting requirements of Employee Retirement
Income Security Act, are furnished for the HMT, Inc. 401(k) Profit Sharing Plan
and Trust. These pages referred to are the numbered pages in Coopers & Lybrand
L.L.P.'s Report on Audits of Financial Statements and Supplemental Schedules as
of December 31, 1995 and 1994 and for the year ended December 31, 1995.
<TABLE>
<CAPTION>
Pages
-----
<S> <C>
Report of Independent Accountants F-2
Financial Statements:
Statements of Net Assets Available for Benefits
as of December 31, 1995 and 1994 F-3
Statement of Changes in Net Assets Available for
Benefits for the year ended December 31, 1995 F-4
Notes to Financial Statements F-5 - F-7
Supplemental Schedules:
Item 27a - Schedule of Assets Held for
Investment Purposes as of December 31, 1995 F-8
Item 27d - Schedule of Reportable Transactions
for the year ended December 31, 1995 F-9
Exhibits:
Consent of Independent Accountants 15
</TABLE>
- 2 -
<PAGE> 3
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Board of Directors of HMT, Inc. has duly caused this Annual Report to be
signed on behalf of the Plan by the undersigned hereunto duly authorized.
HMT, INC. 401(k) PROFIT SHARING PLAN AND TRUST
By: /s/ Raymond T. Royko
----------------------------------
Raymond T. Royko
Vice President and Secretary
Dated: June 27, 1996
- 3 -
<PAGE> 4
HMT, INC.
401(k) PROFIT SHARING PLAN AND TRUST
REPORT ON AUDITS OF FINANCIAL STATEMENTS
as of December 31, 1995 and 1994
and
for the year ended December 31, 1995
AND SUPPLEMENTAL SCHEDULES
as of and for the year ended December 31, 1995
<PAGE> 5
HMT, INC.
401(k) PROFIT SHARING PLAN AND TRUST
INDEX TO FINANCIAL STATEMENTS
-----
<TABLE>
<CAPTION>
Pages
-----
<S> <C>
Report of Independent Accountants F-2
Financial Statements:
Statements of Net Assets Available for Benefits
as of December 31, 1995 and 1994 F-3
Statement of Changes in Net Assets Available for
Benefits for the year ended December 31, 1995 F-4
Notes to Financial Statements F-5 - F-7
Supplemental Schedules:
Item 27a - Schedule of Assets Held for
Investment Purposes as of December 31, 1995 F-8
Item 27d - Schedule of Reportable Transactions
for the year ended December 31, 1995 F-9
</TABLE>
F - 1
<PAGE> 6
REPORT OF INDEPENDENT ACCOUNTANTS
HMT, Inc.
401(k) Profit Sharing Plan and Trust Administrative Committee:
We have audited the statements of net assets available for benefits of
the HMT, Inc. 401(k) Profit Sharing Plan and Trust as of December 31, 1995 and
1994, and the related statement of changes in net assets available for benefits
for the year ended December 31, 1995. These financial statements are the
responsibility of the Plan's administrator. 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
HMT, Inc. 401(k) Profit Sharing Plan and Trust as of December 31, 1995 and
1994, and the changes in net assets available for benefits for the year ended
December 31, 1995, in conformity with generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental schedules listed
on page F - 1 are presented for purposes of additional analysis and are not a
required part of the basic financial statements but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The Fund Information in the statement of net assets available for
benefits and the statement of changes in net assets available for benefits is
presented for purposes of additional analysis rather than to present the net
assets available for benefits and 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 the audits of the basic
financial statements and, in our opinion, are fairly stated, in all material
respects, in relation to the basic financial statements taken as a whole.
Coopers & Lybrand L.L.P.
Pittsburgh, Pennsylvania
June 14, 1996
F - 2
<PAGE> 7
HMT, INC.
401(k) Profit Sharing Plan and Trust
Statements of Net Assets Available for
Benefits as of December 31, 1995 and 1994
<TABLE>
<CAPTION>
1995
-----------------------------------------------------------------------------
Mainstay Mainstay Mainstay Common
Money Market Government Total Return Stock Participant
Fund Fund Fund Fund Loans Total
------------ ---------- ------------ ---------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
Interest bearing deposits $0 $0 $0 $6,895 $0 $6,895
Investments, at fair value
(Note D) 455,255 1,039,612 1,481,312 316,895 0 3,293,074
Contributions receivable:
Participant 6,325 5,314 18,167 7,025 0 36,831
Employer 0 276,097 0 0 0 276,097
Notes receivable 0 0 0 0 104,259 104,259
NET ASSETS AVAILABLE -------- ---------- ---------- -------- -------- ----------
FOR BENEFITS $461,580 $1,321,023 $1,499,479 $330,815 $104,259 $3,717,156
======== ========== ========== ======== ======== ==========
</TABLE>
<TABLE>
<CAPTION>
1994
-----------------------------------------------------------------------------
Mainstay Mainstay Mainstay Common
Money Market Government Total Return Stock Participant
Fund Fund Fund Fund Loans Total
------------ ---------- ------------ ---------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
Interest bearing deposits $0 $0 $0 $3,402 $0 $3,402
Investments, at fair value
(Note D) 253,498 860,897 1,029,935 189,052 0 2,333,382
Contributions receivable:
Participant 6,579 7,194 19,649 5,375 0 38,797
Employer 0 260,382 0 0 0 260,382
Notes receivable 0 0 0 0 83,614 83,614
NET ASSETS AVAILABLE -------- ---------- ---------- -------- -------- ----------
FOR BENEFITS $260,077 $1,128,473 $1,049,584 $197,829 $83,614 $2,719,577
======== ========== ========== ======== ======== ==========
</TABLE>
See Notes to Financial Statements.
F - 3
<PAGE> 8
HMT, INC.
401(k) Profit Sharing Plan and Trust
Statement of Changes in Net Assets Available for Benefits
for the Year Ended December 31, 1995
<TABLE>
<CAPTION>
1995
-------------------------------------------------------------------------------
Mainstay Mainstay Mainstay Common
Money Market Government Total Return Stock Participant
Fund Fund Fund Fund Loans Total
------------ ---------- ------------ ---------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Additions:
Contributions:
Employer $0 $276,097 $0 $0 $0 $276,097
Participant 83,265 75,200 229,461 78,499 0 466,425
Interest and dividend income 20,557 61,899 24,082 457 0 106,995
Interest on participant loans 0 0 0 0 7,325 7,325
Net appreciation of investments 0 73,171 273,881 69,367 0 416,419
-------- ---------- ---------- -------- -------- ----------
103,822 486,367 527,424 148,323 7,325 1,273,261
Less:
Administrative expenses 1,352 3,667 4,673 1,078 0 10,770
Distributions paid to
withdrawing participants 18,293 102,841 93,592 29,183 21,003 264,912
Net transfers between funds 117,326 (187,309) 20,736 14,924 34,323 0
-------- ---------- ---------- -------- -------- ----------
Net increase 201,503 192,550 449,895 132,986 20,645 997,579
Net assets available for benefits
at beginning of year 260,077 1,128,473 1,049,584 197,829 83,614 2,719,577
-------- ---------- ---------- -------- -------- ----------
Net assets available for benefits
at end of year $461,580 $1,321,023 $1,499,479 $330,815 $104,259 $3,717,156
======== ========== ========== ======== ======== ==========
</TABLE>
See Notes to Financial Statements.
F - 4
<PAGE> 9
HMT, Inc.
401(k) Profit Sharing Plan and Trust
Notes to Financial Statements
NOTE A - DESCRIPTION OF THE PLAN AND BENEFITS
HMT, Inc., a Texas corporation, is a wholly-owned subsidiary of Astrotech
International Corporation, a Delaware corporation ("Astrotech"). The purpose of
the HMT, Inc. 401(k) Profit Sharing Plan and Trust (the "Plan") is to provide
the United States employees of HMT, Inc. and subsidiaries, Astrotech
International Corporation and Texoma Tank Company, Inc., a subsidiary of
Astrotech, (collectively referred to as the "Company"), an opportunity to save
and invest, on a before-tax basis, a portion of their salary through monthly
payroll deductions. Participants may contribute to the Plan each year through
monthly payroll deductions, on a before tax basis, an amount of $9,240 (for
1995), the maximum allowable by law. The $9,240 limit may be adjusted by the
Internal Revenue Service in future years. Subject to limitations, the Company
contributes to the Plan annually an amount equal to 75% of the amount
contributed by each participant, up to a maximum participant contribution of 6%
of annual compensation; participant contributions above 6% of annual
compensation are not matched by employer contributions. Separate accounts are
maintained by the Company for each participant, to which these contributions
are credited.
The Plan is also intended to provide employees of the Company an
opportunity to share in the consolidated profits of the Company. The Company,
at its discretion, may authorize a profit sharing contribution to the Plan out
of profits for any fiscal year, in addition to the Company's matching
contributions. The amount of a profit sharing contribution will be determined
by the Board of Directors of Astrotech at its discretion, and will be credited
to the account of each participant in the Plan on the basis of each
participant's relative annual compensation.
Participants can direct their contributions to be invested in one or more
of the investment funds available under the Plan. Company matching
contributions and profit sharing contributions are invested at the discretion
of the Plan Trustees. During fiscal 1995, all company matching contributions
were invested in the Government Fund as defined below.
Four investment funds are available under the Plan: i) the Mainstay Money
Market Fund invests primarily in short-term obligations of the United States
government, banks and corporations; ii) the Mainstay Government Fund invests
primarily in medium and long-term obligations of the United States government
or its agencies or instrumentalities; iii) the Mainstay Total Return Fund
invests primarily in common stocks and fixed income securities, such as bonds,
preferred stocks and debt obligations; iv) the Common Stock Fund invests in the
common stock of Astrotech ("Common Stock").
All expenses incurred by the Plan trustees in connection with the
purchase and sale of securities are charged against the accounts of the
participants and included in the valuation of the participant's equity. Fees
charged by Mainstay for the management of the Mainstay Money Market Fund, the
Mainstay Government Fund, and the Mainstay Total Return Fund are charged
against the net assets invested in these funds. All other expenses of
administering the Plan are payable out of the trust fund unless paid by the
Company. Until paid, such expenses shall constitute a liability of the Plan.
Participants are always 100% vested in their own contributions, rollovers and
earnings thereon. Company contributions and earnings thereon are subject to
forfeiture upon participants' termination of employment. Forfeitures reduce the
amount of the employer match. The amount of contributions subject to
forfeiture is reduced in increments of 20% each year during the participant's
first five calendar years of service with the Company. Forfeitures under the
Plan during fiscal 1995 were $12,293.
The plan provides for a loan feature subject to specified limitations as
defined in the plan document. These loans are collateralized by the vested
portion of the participants account, and repayments are made by standard
payroll deductions. All loans bear interest at prevailing market rates in
existence at the date of loan origination.
F - 5
<PAGE> 10
Notes to Financial Statements, continued
The Company has the right to terminate the Plan at any time. In the event
of such termination, all amounts credited to participants' accounts will become
100% vested. A complete discontinuance of contributions shall constitute a
termination.
Additional information about the Plan is contained in the Summary Plan
Description filed as Exhibit 28.1 to Astrotech International Corporation's
Registration Statement on Form S-8 (registration No. 33-92406) which became
effective on May 17, 1995. Copies of the Summary Plan Description are available
from the Board of Directors of HMT, Inc., who are the administrators of the
Plan.
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING:
The financial statements of the Plan have been prepared using the accrual
basis of accounting in accordance with generally accepted accounting
principles.
USE OF ESTIMATES:
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the
reporting period. Actual results could differ from those estimates.
RISKS AND UNCERTAINTIES:
The Plan provides for various investment options in any combination of
stocks, mutual funds and other various investment securities. Investment
securities are exposed to various risks, such as interest rate risk, market
risk and credit risk. Due to the level of risk associated with certain
investment securities, it is at least reasonably possible that changes in risks
in the near term would materially affect participants' account balances and the
amounts reported in the statement of net assets available for benefits and the
statement of changes in net assets available for benefits.
INVESTMENT VALUATION:
Investments are carried at market value in the accompanying financial
statements. Investments are valued by reference to published market quotations.
Interest bearing deposits are readily convertible into cash and are stated at
cost, which approximates market.
NOTES RECEIVABLE:
Notes Receivable are recorded at cost and represent loans to participants
as allowable under provisions of the Plan. The notes outstanding at December
31, 1995 bear interest at fixed rates from 7.0% to 8.5% and are repayable over
a five-year period.
INCOME RECOGNITION:
Purchases and sales of securities are reflected on a trade date basis.
Gains or losses on sales of investments are based on average cost. Interest and
dividend income is recorded as earned on the accrual basis.
The Plan presents in the statement of changes in net assets available for
benefits the net appreciation (depreciation) in the fair value of its
investments which consists of the realized gains or losses and the unrealized
appreciation (depreciation) on these investments.
ADMINISTRATIVE EXPENSES:
The trust fund is responsible for payment of administrative expenses,
including trustee, legal and audit fees not paid by the Company. For the year
ended December 31, 1995, the plan paid all such expenses.
F - 6
<PAGE> 11
Notes to Financial Statements, continued
NOTE C - INCOME TAX STATUS
The Company has adopted the Malcolm Thompson, Magaro and Associates,
Regional Prototype Profit Sharing 401(k) Plan and Trust Agreement. The Internal
Revenue Service by letter dated December 21, 1992, has made a favorable
determination on the Plan under section 401(a) of the Internal Revenue Code(the
"Code"). As a result of such favorable determination, the Plan is not subject
to tax under section 501(a) of the Code. The Plan is required to operate in
conformity with the Internal Revenue Code to maintain its qualifications. The
Plan administrator is not aware of any course of action or series of events
that might adversely affect the Plan's qualified status.
NOTE D - INVESTMENTS
Investments at December 31, 1995 and 1994 were as follows:
<TABLE>
<CAPTION>
1995 1994
--------------------------------- ---------------------------------
Number Number
of Fair of Fair
Fund Issuer Shares Value Cost Shares Value Cost
- ------------ ----------- -------- ---------- ---------- -------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Money Market
Fund Mainstay 455,255 $ 455,255 $ 455,255 253,498 $ 253,498 $ 253,498
Government
Fund Mainstay 123,616 1,039,612 1,043,541 110,940 860,897 947,083
Total Return
Fund Mainstay 79,941 1,481,312 1,226,754 72,248 1,029,935 1,038,108
Common Stock Astrotech
Fund International
Corporation 85,926 316,895 338,996 70,332 189,052 280,534
---------- ---------- ---------- ----------
Total $3,293,074 $3,064,546 $2,333,382 $2,519,223
========== ========== ========== ==========
</TABLE>
NOTE E - FORM 5500 DIFFERENCES
The Plan includes distributions payable to withdrawn participants in net
assets available for benefits in accordance with the AICPA Audit and Accounting
Guide for Employee Benefits Plans. Distributions payable to participants were
$971 and $3,037 at December 31, 1995 and 1994, respectively. This methodology
differs from that required under the Employee Retirement Income Security Act of
1974. Therefore, for the Form 5500, the Plan includes such distributions as a
liability of the Plan.
F - 7
<PAGE> 12
HMT, INC.
401(k) PROFIT SHARING PLAN AND TRUST
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
as of December 31, 1995
<TABLE>
<CAPTION>
Number
of
Fund Description Shares Value Cost
- ------------ ---------------------- ------- ---------- ----------
<S> <C> <C> <C> <C>
Money Market Mainstay
Fund Money Market Fund 455,255 $ 455,255 $ 455,255
Government Mainstay
Fund Government Fund 123,616 1,039,612 1,043,541
Total Return Mainstay
Fund Total Return Fund 79,941 1,481,312 1,226,754
Common Stock Astrotech International
Fund Corporation common
stock, par value $.01 85,926 316,895 338,996
---------- ----------
TOTAL INVESTMENTS HELD $3,293,074 $3,064,546
Notes Receivable Participant Loans (7.0%-8.5%) -- $ 104,259 104,259
---------- ----------
TOTAL ASSETS HELD FOR INVESTMENT PURPOSES $3,397,333 $3,168,805
========== ==========
</TABLE>
F - 8
<PAGE> 13
HMT, INC.
401(k) PROFIT SHARING PLAN AND TRUST
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
for the Year Ended December 31, 1995
<TABLE>
<CAPTION>
Current
Aggregate value
of Asset on
Aggregate Transaction
Identity of Party Description of Asset Purchase Price Date
- ----------------- -------------------- -------------- -----------
<S> <C> <C> <C>
Mainstay Government Fund Shares $ 374,236 (a) $ 374,236
Mainstay Total Return Fund Shares $ 333,003 (b) $ 333,003
Mainstay Money Market Fund Shares $ 222,502 (c) $ 222,502
</TABLE>
<TABLE>
<CAPTION>
Aggregate
Identity of Party Description of Asset Sales Price Cost Gain/(Loss)
- ----------------- -------------------- ----------- ---- -----------
<S> <C> <C> <C> <C>
Mainstay Total Return Fund Shares $ 156,097 (d) $ 144,357 $ 11,740
Mainstay Government Fund Shares $ 268,102 (e) $ 277,777 $ (9,675)
Mainstay Money Market Fund Shares $ 20,745 (f) $ 20,745 -----
</TABLE>
(a) Represents a series of 32 purchases, 1 of which individually exceeded 5%
of plan value at the beginning of the year.
(b) Represents a series of 18 purchases, none of which individually
exceeded 5% of plan value at the beginning of the year.
(c) Represents a series of 25 purchases, none of which individually
exceeded 5% of plan value at the beginning of the year.
(d) Represents a series of 13 sales, none of which individually exceeded 5% of
plan value at the beginning of the year.
(e) Represents a series of 15 sales, none of which individually exceeded 5% of
plan value at the beginning of the year.
(f) Represents a series of 9 sales, none of which individually exceeded 5% of
plan value at the beginning of the year.
F - 9
<PAGE> 14
HMT, INC.
401(k) PROFIT SHARING PLAN AND TRUST
----------
Annual Report on Form 11-K
For the Fiscal Year Ended December 31, 1995
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit Page No.
- ----------- -------------------------- --------
<S> <C> <C>
1 Consent of Coopers & Lybrand L.L.P., filed
herewith. 15
</TABLE>
<PAGE> 15
Exhibit No. 1
-------------
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in Registration Statement
No. 33-92406 on Form S-8 for the HMT, Inc. 401(k) Profit Sharing Plan and
Trust in the Prospectus used in connection with such Registration Statement
("Prospectus") of our report dated June 14, 1996, on our audits of the
financial statements of the HMT, Inc. 401(k) Profit Sharing Plan and Trust
as of December 31, 1995 and 1994 and for the year ended December 31, 1995
and supplemental schedules as of and for the year ended December 31, 1995,
which report is included in this Annual Report on Form 11-K.
We also consent to the reference to our Firm under the caption
"Experts" in the Prospectus used in connection with Registration Statement
No. 33-92406.
COOPERS & LYBRAND L.L.P.
Pittsburgh, PA
June 26, 1996
-15-
