<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, 1996
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, 1996 and 1995 and for the year ended December 31, 1996.
<TABLE>
<CAPTION>
Pages
-----
<S> <C>
Report of Independent Accountants F-2
Financial Statements:
Statements of Net Assets Available for Benefits
as of December 31, 1996 and 1995 F-3
Statement of Changes in Net Assets Available for
Benefits for the year ended December 31, 1996 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, 1996 F-8
Item 27d - Schedule of Reportable Transactions
for the year ended December 31, 1996 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, 1997
- 3 -
<PAGE> 4
HMT, INC.
401(k) PROFIT SHARING PLAN AND TRUST
REPORT ON AUDITS OF FINANCIAL STATEMENTS
as of December 31, 1996 and 1995
and
for the year ended December 31, 1996
AND SUPPLEMENTAL SCHEDULES
as of and for the year ended December 31, 1996
<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, 1996 and 1995 F-3
Statement of Changes in Net Assets Available for
Benefits for the year ended December 31, 1996 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, 1996 F-8
Item 27d - Schedule of Reportable Transactions
for the year ended December 31, 1996 F-9
</TABLE>
F - 1
<PAGE> 6
HMT, INC.
401(k) Profit Sharing Plan and Trust
Statements of Net Assets Available for Benefits
as of December 31, 1996 and 1995
<TABLE>
<CAPTION>
1996
---------------------------------------------------------------------------------
Mainstay Mainstay Mainstay Mainstay
Money Govern- Total Capital Common
Market ment Return Appreciation Stock Participant
Fund Fund Fund Fund Fund Loans Total
------ ------- -------- ------------ ----- ----------- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Interest bearing deposits $0 $0 $0 $0 $6,861 $0 $6,861
Investments, at fair value
(Note D) 498,398 1,423,470 1,427,098 262,027 524,182 0 4,135,175
Contributions receivable:
Participant 5,430 3,788 18,259 7,633 6,635 0 41,745
Employer 0 304,384 0 0 0 0 304,384
Notes receivable 0 0 0 0 0 89,280 89,280
NET ASSETS AVAILABLE -------- ---------- ---------- -------- -------- ------- ----------
FOR BENEFITS $503,828 $1,731,642 $1,445,357 $269,660 $537,678 $89,280 $4,577,445
======== ========== ========== ======== ======== ======= ==========
</TABLE>
<TABLE>
<CAPTION>
1995
----------------------------------------------------------------------------------
Mainstay Mainstay Mainstay Mainstay
Money Govern- Total Capital Common
Market ment Return Appreciation Stock Participant
Fund Fund Fund Fund Fund Loans Total
------- -------- ------- ------------ ------ ----------- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Interest bearing deposits $0 $0 $0 $0 $6,895 $0 $6,895
Investments, at fair value
(Note D) 455,255 1,039,612 1,481,312 0 316,895 0 3,293,074
Contributions receivable:
Participant 6,325 5,314 18,167 0 7,025 0 36,831
Employer 0 276,097 0 0 0 0 276,097
Notes receivable 0 0 0 0 0 104,259 104,259
NET ASSETS AVAILABLE -------- ---------- ---------- -------- -------- -------- ----------
FOR BENEFITS $461,580 $1,321,023 $1,499,479 $ 0 $330,815 $104,259 $3,717,156
======== ========== ========== ======== ======== ======== ==========
</TABLE>
See Notes to Financial Statements.
F - 3
<PAGE> 7
HMT, INC.
401(k) Profit Sharing Plan and Trust
Statement of Changes in Net Assets Available for Benefits
for the year ended December 31, 1996
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------
Mainstay Mainstay Mainstay Mainstay
Money Govern- Total Capital Common
Market ment Return Appreciation Stock Participant
Fund Fund Fund Fund Fund Loans Total
-------- --------- -------- ------------ -------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Additions:
Contributions:
Employer $0 $304,384 $0 $0 $0 $0 $304,384
Participant 80,068 62,247 241,602 42,302 96,832 0 523,051
Interest and dividend income 22,858 67,858 56,675 2,622 501 0 150,514
Interest on participant loans 0 0 0 0 0 7,957 7,957
Net appreciation (depreciation)
of investments 0 (46,639) 139,576 20,808 180,133 0 293,878
--------- --------- --------- -------- --------- ----------- ----------
102,926 387,850 437,853 65,732 277,466 7,957 1,279,784
Less:
Administrative expenses 1,592 3,834 5,403 225 1,556 0 12,610
Distributions paid to
withdrawing participants 38,457 158,083 131,683 0 64,889 13,773 406,885
Net transfers among funds (20,629) 184,686 (354,889) 204,153 (4,158) (9,163) 0
--------- --------- --------- -------- --------- ----------- ----------
Net increase 42,248 410,619 (54,122) 269,660 206,863 (14,979) 860,289
Net assets available for benefits
at beginning of year 461,580 1,321,023 1,499,479 0 330,815 104,259 3,717,156
--------- --------- --------- -------- --------- ----------- ----------
Net assets available for benefits
at end of year $ 503,828 $ 1,731,642 $ 1,445,357 $269,660 $ 537,678 $ 89,280 $4,577,445
========= =========== =========== ======== ========= =========== ==========
</TABLE>
See Notes to Financial Statements.
F - 4
<PAGE> 8
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 (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 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, 1996 and
1995, and the changes in net assets available for benefits for the year ended
December 31, 1996, 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 statements 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 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 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.
/s/ Coopers & Lybrand L.L.P.
- -----------------------------
Pittsburgh, Pennsylvania
June 24, 1997
F - 2
<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. is a wholly-owned subsidiary of Astrotech International
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 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 $9,500 (for
1996), the maximum allowable by law. The $9,500 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's trustees. During fiscal 1996, all Company matching contributions
were invested in the Mainstay Government Fund as defined below.
Five 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 Mainstay Capital Appreciation
Fund invests primarily in common and preferred stocks, warrants, and other
equity securities; and (v) the Common Stock Fund invests in the common stock of
Astrotech ("Common Stock").
All expenses incurred by the Plan's 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, the Mainstay Total Return Fund and the Mainstay
Capital Appreciation 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 1996 approximated
$11,000.
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 participant's 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 the
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues 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 statements 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, 1996 bear interest at fixed rates from 8.0% to 9.5% 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 Plan is responsible for payment of administrative expenses, including
trustee, legal and audit fees not paid by the Company.
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 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, 1996 and 1995 were as follows:
<TABLE>
<CAPTION>
1996 1995
------------------------------------------------- --------------------------------------
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 498,398 $ 498,398 $ 498,398 455,255 $ 455,255 $ 455,255
Government
Fund Mainstay 177,048 1,423,470 1,466,711 123,616 1,039,612 1,043,541
Total Return
Fund Mainstay 71,000 1,427,098 1,140,995 79,941 1,481,312 1,226,754
Capital Appreciation
Fund Mainstay 8,662 262,027 241,561 0 0 0
Common Stock Astrotech
Fund International
Corporation 91,162 524,182 368,738 85,926 316,895 338,996
----------- ----------- ----------- ----------
Total $4,135,175 $3,716,403 $3,293,074 $3,064,546
========== ========== ========== ==========
</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 Benefit Plans. Distributions payable to participants were
$6,050 and $971 at December 31, 1996 and 1995, 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, 1996
<TABLE>
<CAPTION>
Number
of Fair
Fund Description Shares Value Cost
- --------------------- ------------------------------- ------------- ------------- ---------------
<S> <C> <C> <C> <C>
Money Market Mainstay
Fund Money Market Fund 498,398 $ 498,398 $ 498,398
Government Mainstay
Fund Government Fund 177,048 1,423,470 1,466,711
Total Return Mainstay
Fund Total Return Fund 71,000 1,427,098 1,140,995
Capital Appreciation Mainstay
Fund Capital Appreciation Fund 8,662 262,027 241,561
Common Stock Astrotech International
Fund Corporation common
stock, par value $.01 91,162 524,182 368,738
----------- -----------
TOTAL INVESTMENTS HELD $4,135,175 $3,716,403
Notes Receivable Participant Loans (8.0%-9.5%) -- $ 89,280 $ 89,280
----------- ----------
TOTAL ASSETS HELD FOR INVESTMENT PURPOSES $4,224,455 $3,805,683
========== ==========
</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, 1996
<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 $679,546 (a) $679,546
Mainstay Total Return Fund Shares $326,468 (b) $326,468
Mainstay Capital Appreciation Fund Shares $247,364 (c) $247,364
</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 $520,257 (d) $412,226 $108,031
Mainstay Government Fund Shares $249,050 (e) $256,376 $ (7,326)
Mainstay Capital Appreciation Fund Shares $ 6,147 (f) $ 5,804 $ 343
</TABLE>
(a) Represents a series of 36 purchases, 1 of which individually exceeded 5% of
plan value at the beginning of the year.
(b) Represents a series of 23 purchases, none of which individually exceeded 5%
of plan value at the beginning of the year.
(c) Represents a series of 12 purchases, none of which individually exceeded 5%
of plan value at the beginning of the year.
(d) Represents a series of 16 sales, 1 of which individually exceeded 5% of
plan value at the beginning of the year.
(e) Represents a series of 19 sales, none of which individually exceeded 5% of
plan value at the beginning of the year.
(f) Represents a series of 2 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, 1996
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit Page No.
- ----------- ----------------------------------- --------
<S> <C> <C>
23 Consent of Coopers & Lybrand L.L.P. filed
herewith. 15
</TABLE>
<PAGE> 1
Exhibit No. 23
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 24, 1997, on our audits of the
financial statements of the HMT, Inc. 401(k) Profit Sharing Plan and Trust
as of December 31, 1996 and 1995 and for the year ended December 31, 1996
and supplemental schedules as of and for the year ended December 31, 1996,
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.
/s/ Coopers & Lybrand L.L.P.
--------------------------------------
Pittsburgh, PA
June 25, 1997
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