<PAGE> 1
1999 Second Quarter
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1998
COMMISSION FILE NO. 0-18706
BLACK BOX CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 95-3086563
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1000 Park Drive
Lawrence, Pennsylvania 15055
(Address of principal executive offices)
724-746-5500
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.
YES__X__ NO_____
The number of shares outstanding of the Registrant's common stock, $.001 par
value, as of October 30, 1998 was 17,244,101 shares.
<PAGE> 2
PART I FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
BLACK BOX CORPORATION
CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts)
<TABLE>
<CAPTION>
(Unaudited)
September 30, March 31,
1998 1998
--------- ---------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 3,444 $ 10,560
Accounts receivable, net of allowance for doubtful
accounts of $3,298 and $2,655, respectively 50,976 47,197
Inventories, net 34,318 31,922
Other current assets 12,014 10,148
--------- ---------
Total current assets 100,752 99,827
Property, plant and equipment, net of accumulated depreciation
of $16,447 and $14,231, respectively 16,443 12,782
Intangibles, net of accumulated amortization of $26,892 and
$24,956, respectively 93,722 72,164
Other assets 536 418
========= =========
Total assets $ 211,453 $ 185,191
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current debt $ 1,772 $ 8,437
Accounts payable 12,812 14,098
Other accrued expenses 17,484 12,522
Accrued income taxes 4,378 3,266
--------- ---------
Total current liabilities 36,446 38,323
Long-term debt 16,894 8,043
Other liabilities, primarily deferred taxes 9,753 11,060
Stockholders' equity:
Preferred stock authorized 5,000,000; par value $1.00;
none issued and outstanding
Common stock authorized 40,000,000; par value $.001; issued
and outstanding 17,244,101 and 16,765,110, respectively 17 17
Additional paid-in capital 34,357 33,805
Retained earnings 117,218 97,998
Cumulative foreign currency translation adjustments (2,123) (3,619)
Dividend declared to former shareholders prior to mergers (1,109) (436)
--------- ---------
Total stockholders' equity 148,360 127,765
--------- ---------
Total liabilities and stockholders' equity $ 211,453 $ 185,191
========= =========
</TABLE>
See Notes to Consolidated Financial Statements
2
<PAGE> 3
BLACK BOX CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
Three month period ended Six month period ended
September 30, September 30,
1998 1997 1998 1997
------- -------- --------- ---------
<S> <C> <C> <C> <C>
Revenues $79,130 $ 69,665 $ 152,226 $ 134,697
Cost of sales 40,534 34,650 77,445 66,340
------- -------- --------- ---------
Gross profit 38,596 35,015 74,781 68,357
Selling, general and administrative expenses 23,044 20,878 44,490 40,534
Intangibles amortization 988 952 1,936 1,906
------- -------- --------- ---------
Operating income 14,564 13,185 28,355 25,917
Interest expense, net 100 736 283 1,543
Other (income)/expense, net 11 (262) (66) (166)
------- -------- --------- ---------
Income before income taxes 14,453 12,711 28,138 24,540
Provision for income taxes 5,689 5,252 11,090 10,119
------- -------- --------- ---------
Net income $ 8,764 $ 7,459 $ 17,048 $ 14,421
======= ======== ========= =========
Basic earnings per common share $ 0.51 $ 0.45 $ 0.99 $ 0.87
======= ======== ========= =========
Diluted earnings per common share $ 0.49 $ 0.42 $ 0.95 $ 0.82
======= ======== ========= =========
Weighted average common shares 17,244 16,666 17,241 16,645
======= ======== ========= =========
Weighted average common and
common equivalent shares 17,924 17,608 18,039 17,526
======= ======== ========= =========
</TABLE>
See Notes to Consolidated Financial Statements
3
<PAGE> 4
BLACK BOX CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES
IN STOCKHOLDERS' EQUITY
(UNAUDITED)
(Dollars in thousands)
<TABLE>
<CAPTION>
Common Stock Additional
------------------- Paid-in Retained Translation
Shares Amount Capital Earnings Adjustment Dividend Total
---------- ------- -------- -------- ---------- --------- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at March 31, 1997 16,518,682 $17 $29,897 $ 66,504 $(2,154) -- $ 94,264
Net income for the year
ended March 31, 1998 -- -- -- 30,915 -- -- 30,915
Contribution from merger -- -- 62 579 -- -- 641
Issuance of common stock 68,115 -- -- -- -- -- --
Exercise of options 178,313 -- 2,038 -- -- -- 2,038
Tax benefit from exercised options -- -- 1,808 -- -- -- 1,808
Foreign currency translation
adjustments -- -- -- -- (1,465) -- (1,465)
Dividend declared to former
ATIMCO shareholders prior
to merger -- -- -- -- -- (436) (436)
---------- --- ------- -------- ------- ------- ---------
Balance at March 31, 1998 16,765,110 17 33,805 97,998 (3,619) (436) 127,765
Net income for the six month
period ended September 30, 1998 -- -- -- 17,048 -- -- 17,048
Contribution from merger -- -- 311 2,172 -- -- 2,483
Issuance of common stock 467,911 -- -- -- -- -- --
Exercise of options 11,080 -- 157 -- -- -- 157
Tax benefit from exercised options -- -- 84 -- -- -- 84
Foreign currency translation
adjustments -- -- -- -- 1,496 -- 1,496
Dividend declared to former
shareholders prior to mergers -- -- -- -- -- (673) (673)
---------- --- ------- -------- ------- ------- ---------
Balance at September 30, 1998 17,244,101 $17 $34,357 $117,218 $(2,123) $(1,109) $ 148,360
========== === ======= ======== ======= ======= =========
</TABLE>
See Notes to Consolidated Financial Statements
4
<PAGE> 5
BLACK BOX CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(Dollars in thousands)
<TABLE>
<CAPTION>
Six month period ended
September 30,
1998 1997
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 17,048 $ 14,421
Adjustments to reconcile net income to cash provided
by operating activities:
Intangibles amortization 1,936 1,906
Depreciation 1,441 1,242
Other (2) 31
Changes in working capital items:
Account receivable, net 4,297 (1,949)
Inventories, net (192) (5,871)
Other current assets (1,472) (2,996)
Accounts payable and accrued liabilities (6,064) (3,030)
-------- --------
Cash provided by operating activities 16,992 3,754
-------- --------
Cash flows from investing activities:
Cash acquired from mergers 606 160
Capital expenditures (2,933) (1,529)
Acquisitions, net of $1,065 cash acquired (24,637) --
-------- --------
Cash (used) in investing activities (26,964) (1,369)
-------- --------
Cash flows from financing activities:
Repayment (Increase) of borrowings 1,792 (2,623)
Proceeds from exercise of options 241 987
Dividends paid to former shareholders prior to mergers (673) (139)
-------- --------
Cash (used in)/provided by financing activities 1,360 (1,775)
-------- --------
Foreign currency translation adjustment 1,496 (479)
-------- --------
(Decrease)/increase in cash and cash equivalents (7,116) 131
Cash and cash equivalents at beginning of period 10,560 1,353
-------- --------
Cash and cash equivalents at end of period $ 3,444 $ 1,484
======== ========
</TABLE>
See Notes to Consolidated Financial Statements
5
<PAGE> 6
BLACK BOX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(Dollars in thousands, except per-share amounts)
NOTE 1 - BASIS OF PRESENTATION
The Financial Statements presented herein and these notes are
unaudited. Certain information and footnote disclosures normally included in the
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to the rules and regulations
of the Securities and Exchange Commission ("SEC"). Although the Company believes
that all adjustments necessary for a fair presentation have been made, interim
periods are not necessarily indicative of the results of operations for a full
year. As such, these financial statements should be read in conjunction with the
financial statements and notes thereto included in the Company's most recent
Form 10-K which was filed with the SEC for the fiscal year ended March 31, 1998.
NOTE 2 - FISCAL YEARS AND INTERIM PERIODS
Prior to March 31, 1998, the Company followed a 52 or 53 week fiscal
calendar which divided the year into 13 week fiscal quarters and adjusted the
fourth quarter for those years with 53 weeks. Beginning with the fourth quarter
of fiscal 1998, the fiscal quarter ending dates were changed to the calendar
quarter ending dates. As a result, the ending dates for the periods ended
September 30, 1998, March 31, 1998 and September 30, 1997 were actually
September 30, 1998, March 31, 1998, and September 28, 1997, respectively. For
simplicity, the calendar period end is used for all period end references.
NOTE 3 - INVENTORIES
Inventories are stated at the lower of cost (first-in, first-out
method) or market. The net inventory balances are as follows:
September 30, March 31,
1998 1998
---- ----
Raw materials $ 1,692 $ 1,654
Work-in-process 31 41
Finished goods 36,196 33,081
Inventory reserve (3,601) (2,854)
-------- --------
Inventory, net $ 34,318 $ 31,922
======== ========
6
<PAGE> 7
BLACK BOX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(Dollars in thousands, except per-share amounts)
NOTE 4 - FINANCIAL DERIVATIVES
The Company has entered and will continue in the future, on a selective
basis, to enter into forward exchange contracts to reduce the foreign currency
exposure related to certain intercompany transactions. On a monthly basis, the
open contracts are revalued to the current exchange rates and the resulting
gains and losses are recorded in other income. These gains and losses offset the
revaluation of the related foreign currency denominated receivables.
At September 30, 1998, the open foreign exchange contracts were
exclusively in Yen. These open contracts were valued at approximately $0.6
million, with contract rates ranging from 144.83 to 145.39 Yen per U.S. dollar,
and will expire over the next two months. The effect of these contracts on net
income for the three and six month periods ended September 30, 1998 was not
material.
NOTE 5 - COMPREHENSIVE INCOME
In the first quarter of Fiscal 1999, the Company adopted Statement of
Financial Accounting Standards ("SFAS") No. 130. "Reporting Comprehensive
Income," which established standards for reporting and displaying comprehensive
income and its components in financial statements. Comprehensive income is
defined as net income and all nonowner changes in shareholders' equity.
Accumulated other comprehensive income consists entirely of foreign currency
translation adjustments. Total comprehensive income for the three and six month
periods ended September 30, 1998 and three and six month periods ended September
30, 1997 were $10,784, $18,544, $6,873 and $13,942, respectively.
NOTE 6 - EARNINGS PER SHARE
Basic earnings per common share were computed based on the weighted
average number of common shares issued and outstanding during the relevant
periods. Diluted earnings per common share were computed under the treasury
stock method based on the weighted average number of common shares issued and
outstanding, plus additional shares assumed to be outstanding to reflect the
dilutive effect of common stock equivalents, less the number of shares assumed
to be repurchased with the tax savings resulting from compensation expense of
exercisable options. The following table details this calculation:
7
<PAGE> 8
BLACK BOX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(Dollars in thousands, except per-share amounts)
<TABLE>
<CAPTION>
Three month period ended Six month period ended
September 30, September 30,
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net Income for earnings per share
computation $ 8,764 $ 7,459 $ 17,048 $ 14,421
Basic earnings per common share:
Weighted average common shares 17,244 16,666 17,241 16,645
-------- -------- -------- --------
Basic earnings per common share $ 0.51 $ 0.45 $ 0.99 $ 0.87
======== ======== ======== ========
Diluted earnings per common share:
Weighted average common shares 17,244 16,666 17,241 16,645
Shares issuable from assumed conversion
of common stock equivalents 815 1,089 955 1,027
Shares buyable with tax savings from
compensation expense of exercised options (135) (147) (157) (146)
Weighted average common and common
equivalent shares 17,924 17,608 18,039 17,526
-------- -------- -------- --------
Diluted earnings per common share $ 0.49 $ 0.42 $ 0.95 $ 0.82
======== ======== ======== ========
</TABLE>
NOTE 7 - ADOPTION OF NEW ACCOUNTING STANDARDS
In June 1997, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 131, "Disclosures about Segments of an Enterprise and Related
Information," which establishes standards for the way that public business
enterprises report financial and descriptive information about their reportable
operating segments. As required by SFAS No. 131, the Company will adopt the new
statement in the fiscal year ended March 31, 1999 and apply it to interim
financial statements in subsequent fiscal years.
In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities," which establishes accounting and reporting
standards for derivative instruments and requires that an entity recognize all
derivatives as either assets or liabilities and measure those instruments at
fair value. As required by SFAS No. 133, the Company expects to adopt the new
statement in the first quarter of Fiscal 2001. The effect of this statement on
the Company's financial statements has not been determined.
8
<PAGE> 9
BLACK BOX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(Dollars in thousands, except per-share amounts)
NOTE 8 - YEAR 2000 COSTS
The Company has conducted a review of its information technology
systems and non-information technology systems to evaluate the potential impact
and disruption to its business arising from the year 2000. Those systems which
were determined to not be year 2000 compliant have been corrected or are
currently in the process of being modified. The Company's mainframe Distribution
Control System, which processes customer orders, controls inventory, and updates
accounts receivable and accounts payable, became compliant in early 1998. The
Company is in the process of upgrading the functionality of the computer and
operating system that supports both the financial general ledger and the
manufacturing control system. This upgrade will also result in a fully year 2000
compliant system and is expected to be completed by March 1999. The hardware,
system software and application software for the financial general ledger and
the manufacturing system have been assessed and are expected to be fully
compliant by March 1999. The Company has determined that a minimal amount of
updates and replacements are also required for the hardware and software on the
workstations and servers and should be completed by September 1999. The Company
is in the process of evaluating its subsidiaries to determine their state of
readiness for the year 2000 and does not anticipate any major issues. Total
costs for modifications/upgrades to the information technology systems is
estimated at $0.350 of which about $0.3 was incurred during the fiscal year
ended March 31, 1998. All costs directly related to the year 2000 are being
expensed as incurred.
The Company has surveyed significant vendors in order to evaluate the
risks of year 2000 threats related to their interaction with the Company's
systems and the supply of products. About 90% of the responses have been
received and evaluated with no major complications or disruptions anticipated.
The Company is currently evaluating the year 2000 readiness of its significant
service providers and does not anticipate any related problems. The Company has
the ability to communicate to customers information about year 2000 compliancy
for all products. Other significant non-information technology systems have been
evaluated and the estimated cost for replacement is not material.
The Company has fully tested its mainframe Distribution Control System
and does not expect any processing failures as a result of the year 2000.
However, in the event of a year 2000 failure of this system, the Company has a
contingency plan to fulfill customer orders using a manual process.
NOTE 9 - CHANGES IN BUSINESS
In September 1998, the Company acquired 100% of the parent corporation
of Wakefield Electronics Group, Inc., doing business as South Hills Datacomm
(South Hills). South Hills is a direct marketer of computer communications and
networking products with subsidiary operations in the United States, Puerto Rico
and Chile. The purchase price was $25.3 and resulted in goodwill of
approximately $23. The Company has consolidated the results of operations for
South Hills as of
9
<PAGE> 10
BLACK BOX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(Dollars in thousands, except per-share amounts)
the acquisition date. The operations and financial position of South Hills are
not material to either the consolidated financial position or results of
operations of the Company and therefore, no pro forma information has been
provided.
10
<PAGE> 11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (dollars in thousands)
GENERAL
FORWARD-LOOKING STATEMENTS
When included in this Quarterly Report on Form 10-Q or in documents
incorporated herein by reference, the words "expects," "intends," "anticipates,"
"believes," "estimates," and analogous expressions are intended to identify
forward-looking statements. Such statements are inherently subject to a variety
of risks and uncertainties that could cause actual results to differ materially
from those projected. Such risks and uncertainties include, among others,
general economic and business conditions, competition, changes in foreign,
political and economic conditions, fluctuating foreign currencies compared to
the U.S. dollar, rapid changes in technologies, customer preferences and various
other matters, many of which are beyond the Company's control. These
forward-looking statements are made pursuant to the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995 and speak only as of the
date of this Quarterly Report on Form 10-Q. The Company expressly disclaims any
obligation or undertaking to release publicly any updates or any changes in the
Company's expectations with regard thereto or any change in events, conditions,
or circumstances on which any statement is based.
RESULTS OF OPERATIONS
The table below should be read in conjunction with the following
discussion (percentages are based on total revenues).
<TABLE>
<CAPTION>
THREE MONTH PERIOD ENDED SIX MONTH PERIOD ENDED
SEPTEMBER 30, SEPTEMBER 30,
-------------------- --------------------
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues $ 79,130 $ 69,665 $ 152,226 $134,697
========= ======== ========= ========
Revenues:
North America 58.7% 52.7% 58.6% 53.8%
International 41.3 47.3 41.4 46.2
--------- -------- --------- -------
Total 100.0 100.0 100.0 100.0
Cost of sales 51.2 49.7 50.9 49.3
--------- -------- --------- -------
Gross profit 48.8 50.3 49.1 50.7
Selling, general and
administrative expenses 29.2 30.0 29.2 30.1
--------- -------- --------- -------
Operating income
before amortization 19.6 20.3 19.9 20.6
Intangibles amortization 1.2 1.4 1.3 1.4
--------- -------- --------- -------
Operating income 18.4% 18.9% 18.6% 19.2%
========= ======== ========= =======
</TABLE>
11
<PAGE> 12
Revenues for the three and six month periods ended September 30, 1998
were $79,130 and $152,226, respectively, an increase of $9,465, or 13.6%, and
$17,529, or 13.0%, respectively, over the same period in the prior year.
Revenues from North America for Second Quarter 1999 were $46,435, an increase of
$9,741, or 26.5%, over revenues for Second Quarter 1998 of $36,694. For the six
months ended September 30, 1998, North American revenues were $89,247, an
increase of $16,842, or 23.3%, over the revenues for the six months ended
September 30, 1997 of $72,405. North American revenue growth for the quarter was
primarily driven by continued strong customer demand for new products including
on-site technical services, continued strength in customer demand for cables,
switches, modems, and LAN products and the acquisitions of South Hills Datacomm
and CCI Direct Connecting, Inc. Year-to-date revenue growth was driven by
continued strong customer demand for new products including on-site technical
services and continued strength in customer demand for cables, switches and LAN
products.
Revenues from International operations for Second Quarter 1999 were
$32,695, a decrease of $276, or 0.8%, over revenues for Second Quarter 1998 of
$32,971. For the six months ended September 30, 1998, revenues from
International operations were $62,979, an increase of $687, or 1.1%, over the
revenues for the six months ended September 30, 1997 of $62,292. If exchange
rates had remained constant from the corresponding periods in the prior year,
International revenues for the three and six month periods ended September 30,
1998 would have increased 1.8% and 4.8%, respectively.
Reported revenue dollar and percentage growth of the Company's largest
subsidiaries over the comparable periods in the prior year were as follows:
Japan decreased $1,763, or 22.0%, in Second Quarter 1999 and decreased $2,843,
or 19.4%, year-to-date; United Kingdom increased $1,075, or 16.4%, in Second
Quarter 1999 and increased $2,240, or 18.3%, year-to-date; France increased
$442, or 10.1%, in Second Quarter 1999 and increased $1,195, or 14.2%,
year-to-date; and Brazil decreased $1,473, or 41.4%, in Second Quarter 1999 and
decreased $2,206, or 34.6%, year-to-date. Excluding Japan, United Kingdom,
France and Brazil, the remaining International business unit grew $1,444, or
13.7%, in Second Quarter 1999 and increased $2,309, or 11.2%, year-to-date.
Revenue declines in Japan were a result of the current unfavorable economic
conditions in the region and the weakness of the Yen relative to the dollar. If
the Yen to dollar exchange rate had remained constant from the corresponding
periods in the prior year, Japan revenues would have declined by $0.7, or 8.8%,
for the three months ended September 30, 1998 and $1.0, or 7.2%, for the six
months ended September 30, 1998. Brazil revenues have declined for both the
three and six months ended September 30, 1998 consistent with management's plan
to reorganize the Brazilian operation to improve its profitability.
International revenue growth outside of Japan and Brazil was primarily driven by
strong customer demand in the cables, switches and LAN product lines for both
the three and six months ended September 30, 1998.
12
<PAGE> 13
Gross profit in Second Quarter 1999 increased to $38,596, or 48.8%, of
revenues, from $35,015, or 50.3%, of revenues, in Second Quarter 1998. Gross
profit for the six month period ended September 30, 1998 increased to $74,781,
or 49.1%, of revenues, from $68,357, or 50.7%, of revenues over the same period
in the prior year. The slight decline in gross profit margin was primarily
driven by market pressures outside of North America related to global economic
conditions. Declines in North American margins are driven primarily by a
fluctuation in product mix and customer mix.
Selling, general and administrative ("SG & A") expenses in Second
Quarter 1999 were $23,044, or 29.2% of revenues, an increase of $2,166 over SG&A
expenses of $20,878, or 30.0% of revenues, in Second Quarter 1998. SG&A expenses
for the six month period ended September 30, 1998 were $44,490, or 29.2% of
revenues, an increase of $3,956 over SG&A expenses of $40,534, or 30.1% of
revenues over the same period in the prior year. SG&A decreased as a percentage
of revenues as the Company was able to leverage its existing support structure.
The dollar increases from the same periods in the prior year of $2,166 and 3,956
for the three and six months ended September 30, 1998 relate to marketing and
personnel costs incurred to support the Company's continued growth.
Operating income before amortization in Second Quarter 1999 was
$15,552, or 19.6% of revenues, compared to $14,137, or 20.3% of revenues, in
Second Quarter 1998. Operating income before amortization for the six month
period ended September 30, 1998 was $30,291, or 19.9% of revenues, compared to
$27,823, or 20.6% of revenues over the same period in the prior year. Intangible
amortization for the three and six month periods ended September 30, 1998 were
$988, an increase of $36, or 3.8%, and $1,936, an increase of $30, or 1.6%,
respectively, over the same period in the prior year. The increase in
intangibles amortization is driven by goodwill additions from recent
acquisitions.
Net interest expense for the three and six month periods ended
September 30, 1998 decreased from the same periods last year, $636 and $1,260,
respectively, due to lower average borrowings.
The estimated annual effective income tax rate of 39.4% for Fiscal 1999
is higher than the U.S. statutory rate of 35.0% primarily due to foreign
subsidiary income tax rates higher than the U.S. statutory rate, state income
taxes and the unfavorable impact of non-deductible intangibles amortization.
13
<PAGE> 14
LIQUIDITY AND CAPITAL RESOURCES
In Second Quarter 1999, the Company's net borrowings increased by $9.0
as a result of $17.0 of debt incurred primarily to finance acquisitions offset
by repayments of $8.0. Net borrowing increased by $1.8 for the six months ended
September 30, 1998 due to repayment of $7.2 in First Quarter 1999 in addition to
the Second Quarter 1999 activity. As of September 30, 1998, the Company had cash
and cash equivalents of $3,444, working capital of $64,306, and total debt of
$18,666.
The Company's total debt at September 30, 1998 was comprised of $16,800
under the Mellon Credit Agreement, dated as of May 6, 1994, among the Company
and Mellon Bank, as amended (the "Mellon Credit Agreement") and $1,866 of
various other loans. The weighted average interest rate on all indebtedness of
the Company as of September 30, 1998 was approximately 6.7% compared to 8.2% as
of September 30, 1997. In addition, at September 30, 1998, the Company had
$1,050 of letters of credit outstanding and $22,150 of additional funds
available under the Mellon Credit Agreement.
The Company has entered and will continue in the future, on a selective
basis, to enter into forward exchange contracts to reduce foreign currency
exposure related to certain intercompany inventory transactions. On a monthly
basis, the open contracts are revalued to the current exchange rates and the
resulting gains and losses are recorded in other income. These gains and losses
offset the revaluation of the related foreign currency denominated receivables.
At September 30, 1998, the open foreign exchange contracts were
exclusively in Yen. These open contracts were valued at approximately $0.6
million, with contract rates ranging from 144.83 to 145.39 Yen to U.S. dollars,
and will expire over the next two months. The effect of these contracts on net
income for the three and six month periods ended September 30, 1998 was not
material.
The Company believes that its cash flow from operations and existing
credit facilities will be sufficient to satisfy its liquidity needs for the
foreseeable future.
YEAR 2000
The Company has conducted a review of its information technology
systems and non-information technology systems to evaluate the potential impact
and disruption to its business arising from the year 2000. Those systems which
were determined to not be year 2000 compliant have been corrected or are
currently in the process of being modified. The Company's mainframe Distribution
Control System, which processes customer orders, controls inventory, and updates
accounts receivable and accounts payable, became compliant in early 1998. The
Company is in the process of upgrading the functionality of the computer and
operating system that supports both the financial general ledger and the
manufacturing control system. This upgrade will also result in a
14
<PAGE> 15
fully year 2000 compliant system and is expected to be completed by March 1999.
The hardware, system software and application software for the financial general
ledger and the manufacturing system have been assessed and are expected to be
fully compliant by March 1999. The Company has determined that a minimal amount
of updates and replacements are also required for the hardware and software on
the workstations and servers and should be completed by September 1999. The
Company is in the process of evaluating its subsidiaries to determine their
state of readiness for the year 2000 and does not anticipate any major issues.
Total costs for modifications/upgrades to the information technology systems is
estimated at $0.350 of which about $0.3 was incurred during the fiscal year
ended March 31, 1998. All costs directly related to the year 2000 are being
expensed as incurred.
The Company has surveyed significant vendors in order to evaluate the
risks of year 2000 threats related to their interaction with the Company's
systems and the supply of products. About 90% of the responses have been
received and evaluated with no major complications or disruptions anticipated.
The Company is currently evaluating the year 2000 readiness of its significant
service providers and does not anticipate any related problems. The Company has
the ability to communicate to customers information about year 2000 compliancy
for all products. Other significant non-information technology systems have been
evaluated and the estimated cost for replacement is not material.
The Company has fully tested its mainframe Distribution Control System
and does not expect any processing failures as a result of the year 2000.
However, in the event of a year 2000 failure of this system, the Company has a
contingency plan to fulfill customer orders using a manual process.
ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
15
<PAGE> 16
PART II OTHER INFORMATION
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On August 10, 1998, the Company held its annual meeting of
stockholders. The four matters voted upon at the annual meeting were: (i) the
election of directors; (ii) the amendment to the 1992 Stock Option Plan to
increase the number of shares authorized; (iii) the amendment to the 1992
Director Stock Option Plan to increase the number of shares authorized; and (iv)
the ratification of the appointment of Arthur Andersen LLP as independent public
accountants for the fiscal year ending March 31, 1999.
Each of the Company's nominees for director was re-elected at the
annual meeting by the following vote:
SHARES SHARES SHARES BROKER
VOTED FOR WITHHELD ABSTAINING NON-VOTES
--------- -------- ---------- ---------
William F. Andrews 14,759,894 240,805 0 0
William R. Newlin 14,760,924 239,775 0 0
William Norred 14,761,494 239,205 0 0
Brian D. Young 14,761,494 239,205 0 0
Fred C. Young 14,761,494 239,205 0 0
The amendment to the 1992 Stock Option Plan to increase the number of
shares authorized under the plan was approved by the following vote:
SHARES SHARES VOTED SHARES BROKER
VOTED FOR AGAINST ABSTAINING NON-VOTES
--------- ------- ---------- ---------
11,031,537 2,230,981 26,303 1,711,878
The amendment to the 1992 Director Stock Option Plan to increase the
number of shares authorized was approved by the following vote:
SHARES SHARES VOTED SHARES BROKER
VOTED FOR AGAINST ABSTAINING NON-VOTES
--------- ------- ---------- ---------
11,557,097 1,702,847 28,877 1,711,878
16
<PAGE> 17
The appointment of Arthur Andersen LLP as independent public
accountants for the fiscal year ending March 31, 1999 was approved by the
following vote:
SHARES SHARES VOTED SHARES BROKER
VOTED FOR AGAINST ABSTAINING NON-VOTES
--------- ------- ---------- ---------
14,969,721 15,895 15,083 0
17
<PAGE> 18
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
10.1 1992 Stock Option Plan, as amended
10.2 1992 Director Stock Option Plan, as amended
21.0 Subsidiaries of the Company
27.1 Financial Data Schedule - September 30, 1998
27.2 Financial Data Schedule - June 30, 1998
(b) Reports on Form 8-K.
Report on Form 8-K for the event dated September 9, 1998
reporting Item 2 thereof.
18
<PAGE> 19
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BLACK BOX CORPORATION
By: /s/ Anna M. Baird
--------------------------------------
Anna M. Baird, Vice President, Chief
Financial Officer, Treasurer, and
Principal Accounting Officer
November 13, 1998
19
<PAGE> 20
EXHIBIT INDEX
Exhibit No.
- -----------
10.1 1992 Stock Option Plan, as amended
10.2 1992 Director Stock Option Plan, as amended
21.0 Subsidiaries of the Company
27.1 Financial Data Schedule - September 30, 1998
27.2 Financial Data Schedule - June 30, 1998
<PAGE> 1
Exhibit 10.1
BLACK BOX CORPORATION
1992 STOCK OPTION PLAN
(AS AMENDED THROUGH AUGUST 10, 1998)
I. PURPOSES
------------
BLACK BOX CORPORATION (the "Company") desires to afford certain of its
key employees and the key employees of any subsidiary corporation or parent
corporation of the Company now existing or hereafter formed or acquired who are
responsible for the continued growth of the Company an opportunity to acquire a
proprietary interest in the Company, and thus to create in such key employees an
increased interest in and a greater concern for the welfare of the Company and
its subsidiaries.
The Company, by means of this 1992 Stock Option Plan as originally
approved on November 11, 1992, and as further amended on May 10,1994, August 9,
1994, August 7, 1995, August 12, 1996, August 13, 1997, February 3, 1998, and
August 10, 1998 (the "Plan"), seeks to retain the services of persons now
holding key positions and to secure the services of persons capable of filling
such positions.
The stock options ("Options") and stock appreciation rights ("Rights")
offered pursuant to the Plan are a matter of separate inducement and are not in
lieu of any salary or other compensation for the services of any key employee.
The Options granted under the Plan are intended to be either incentive
stock options ("Incentive Options") within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"), or options that do not
meet the requirements for Incentive Options ("Non-Qualified Options"), but the
Company makes no warranty as to the qualification of any Option as an Incentive
Option.
II. AMOUNT OF STOCK SUBJECT TO THE PLAN
----------------------------------------
The total number of shares of common stock of the Company which may be
purchased or acquired pursuant to the exercise of Options or Rights granted
under the Plan shall not exceed, in the aggregate, 3,900,000 shares of the
authorized common stock, $.001 par value per share, of the Company (the
"Shares"), such number subject to adjustment as provided in Article XII hereof.
Shares that are the subject of Rights and related Options shall be counted only
once in determining whether the maximum number of Shares that may be purchased
or awarded under the Plan has been exceeded.
Shares acquired under the Plan may be either authorized but unissued
Shares or Shares of issued stock held in the Company's treasury, or both, at the
discretion of the Company. If and to the extent that Options or Rights granted
under the Plan expire or terminate without having been exercised, the Shares
covered by such expired or terminated Options or Rights shall again become
available for award under the Plan.
Except as provided in Articles XIX and XXII and subject to Article II,
the Company may, from time to time during the period beginning on the date on
which the Company consummates an underwritten initial public offering of Shares
(the "Effective Date") and ending on November 30, 2002 (the "Termination Date"),
grant to certain key employees of the Company, or of any subsidiary corporation
or parent corporation of the Company now existing or hereafter formed or
acquired, Incentive Options and/or Non-Qualified Options and/or Rights under the
terms hereinafter set forth.
Provisions of the Plan that pertain to Options or Rights granted to an
employee shall apply to Options, Rights or a combination thereof.
As used in the Plan, the term "subsidiary corporation" and "parent
corporation" shall mean, respectively, a corporation coming within the
definition of such terms contained in Sections 424(f) and 424(e) of the Code.
1
<PAGE> 2
III. ADMINISTRATION
--------------------
The board of directors of the Company (the "Board of Directors") shall
designate from among its members an option committee, which may be the
Compensation Committee of the Board of Directors (the "Committee"), to
administer the Plan. The Committee shall consist of no fewer than two members of
the Board of Directors, each of whom shall be a "disinterested person" within
the meaning of Rule 16b-3 (or any successor rule or regulation) promulgated
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). A
majority of the members of the Committee shall constitute a quorum, and the act
of a majority of the members of the Committee shall be the act of the Committee.
Any member of the Committee may be removed at any time either with or without
cause by resolution adopted by the Board of Directors, and any vacancy on the
Committee at any time may be filled by resolution adopted by the Board of
Directors.
Subject to the express provisions of the Plan the Committee shall have
authority, in its discretion, to determine the employees to whom Options or
Rights shall be granted, the time when such Options or Rights shall be granted,
the number of Shares which shall be subject to each Option or Right, the
purchase price or exercise price of each Option or Right, the period(s) during
which such Options or Rights shall become exercisable (whether in whole or in
part) and the other terms and provisions thereof (which need not be identical).
Subject to the express provisions of the Plan, the Committee also shall
have authority to construe the Plan and the Options and Rights granted
thereunder, to amend the Plan and the Options and Rights granted thereunder, to
prescribe, amend and rescind rules and regulations relating to the Plan, to
determine the terms and provisions of the Options (which need not be identical)
and Rights (which need not be identical) granted thereunder and to make all
other determinations necessary or advisable for administering the Plan. The
Committee also shall have the authority to require, in its discretion, as a
condition of the granting of any such Option or Right, that the employee agree
(i) not to sell or otherwise dispose of Shares acquired pursuant to the exercise
of such Option or Right for a period of six (6) months following the date of the
acquisition of such Option or Right and (ii) that in the event of termination of
employment of such employee, other than as a result of dismissal without cause,
such employee will not, for a period to be fixed at the time of the grant of the
Option or Right, enter into any other employment or participate directly or
indirectly in any other business or enterprise which is competitive with the
business of the Company or any subsidiary corporation or parent corporation of
the Company, or enter into any employment in which such employee will be called
upon to utilize special knowledge obtained through employment with the Company
or any subsidiary corporation or parent corporation thereof. In no event will an
employee who is subject to the reporting requirements of Section 16(a) of the
Exchange Act be entitled to sell or otherwise dispose of any Shares acquired
pursuant to exercise of any such Options or Rights for a period of six (6)
months from the date of the acquisition of such Options or Rights.
The determination of the Committee on matters referred to in this
Article III shall be conclusive.
The Committee may employ such legal counsel, consultants and agents as
it may deem desirable for the administration of the Plan and may rely upon any
opinion or computation received from any such legal counsel, consultant or
agent. Expenses incurred by the Committee in the engagement of such counsel,
consultant or agent shall be paid by the Company. No member or former member of
the Committee shall be liable for any action or determination made in good faith
with respect to the Plan or any award of Options or Rights granted hereunder.
IV. ELIGIBILITY
----------------
Options and Rights may be granted only to salaried key employees of the
Company or of any subsidiary corporation or parent corporation of the Company,
except as hereinafter provided, and shall not be granted to any officer or
director who is not also a salaried key employee or to any member of the
Committee. Any person who shall have retired from active employment by the
Company or a subsidiary corporation or parent corporation thereof, although such
person shall have entered into a consulting contract with the Company or a
subsidiary corporation or parent corporation thereof, shall not be eligible to
receive an Option or a Right.
The Plan does not create a right in any employee to participate in the
Plan, nor does it create a right in any employee to have any Options or Rights
granted to him or her.
2
<PAGE> 3
V. OPTION PRICE AND PAYMENT
----------------------------
The price for each Share purchasable under any Option granted hereunder
shall be such amount as the Committee shall, in its best judgment, determine to
be not less than one hundred percent (100%) of the fair market value per Share
at the date the Option is granted; provided, however, that in the case of an
Incentive Option granted to a person who, at the time such Option is granted,
owns shares of the Company or any subsidiary corporation or parent corporation
of the Company which possesses more than ten percent (10%) of the total combined
voting power of all classes of shares of the Company or of any subsidiary
corporation or parent corporation of the Company, the purchase price for each
Share shall be such amount as the Committee in its best judgment shall determine
to be not less than one hundred ten percent (110%) of the fair market value per
Share at the date the Option is granted. In determining stock ownership of an
employee for any purposes under the Plan, the rules of Section 424(d) of the
Code shall be applied, and the Committee may rely on representations of fact
made to it by the employee and believed by it to be true.
If the Shares are listed on a national securities exchange in the
United States (which, for purposes of this Article V, shall be deemed to include
any last sale reported over-the-counter market), on any date on which the fair
market value per Share is to be determined, the fair market value per Share
shall be deemed to be the average of the high and low quotations at which such
Shares are sold on such national securities exchange on the date such Option is
granted. If the Shares are listed on a national securities exchange in the
United States on such date, but the Shares are not traded on such date, or such
national securities exchange is not open for business on such date, the fair
market value per Share shall be determined as of the closest preceding date on
which such exchange shall have been open for business and the Shares shall have
been traded. If the Shares are listed on more than one national securities
exchange in the United States on the date on which the fair market value per
Share is to be determined, the Committee shall determine which national
securities exchange shall be used for the purpose of determining the fair market
value per Share.
If a public market exists for the Shares on any date on which the fair
market value per Share is to be determined but the Shares are not listed on a
national securities exchange in the United States, the fair market value per
Share shall be deemed to be the mean between the closing bid and asked
quotations in the over-the-counter market for the Shares on such date. If there
are no bid and asked quotations for the Shares on such date, the fair market
value per Share shall be deemed to be the mean between the closing bid and asked
quotations in the over-the-counter market for the Shares on the closest date
preceding such date for which such quotations are available.
If no public market exists for the Shares on any date on which the fair
market value per Share is to be determined, the Committee shall, in its sole
discretion and best judgment, determine the fair market value of a Share.
For purposes of this Plan, the determination by the Committee of the
fair market value of a Share shall be conclusive.
Upon the exercise of an Option granted hereunder, the Company shall
cause the purchased Shares to be issued only when it shall have received the
full purchase price for the Shares in cash or by certified check; provided,
however, that in lieu of cash, the holder of an Option may, if and to the extent
the terms of such Option so provide and to the extent permitted by applicable
law, exercise an Option (i) in whole or in part, by delivering to the Company
shares of common stock of the Company (in proper form for transfer and
accompanied by all requisite stock transfer tax stamps or cash in lieu thereof)
owned by such holder having a fair market value equal to the exercise price
applicable to that portion of the Option being exercised by the delivery of such
Shares or (ii) in part, by delivering to the Company an executed promissory note
on such terms and conditions as the Committee shall determine, at the time of
grant, in its sole discretion; provided, however, that the principal amount of
such note shall not exceed eighty percent (80%) (or such lesser percentage as
would be permitted by applicable margin regulations) of the aggregate purchase
price of the Shares then being purchased pursuant to the exercise of such
Option. The fair market value of the stock so delivered shall be determined as
of the date immediately preceding the date on which the Option is exercised, or
as may be required in order to comply with or to conform to the requirements of
any applicable laws or regulations.
3
<PAGE> 4
VI. USE OF PROCEEDS
--------------------
The cash proceeds of the sale of Shares pursuant to the Plan are to be
added to the general funds of the Company and used for its general corporate
purposes as the Board of Directors shall determine.
VII. TERM OF OPTIONS AND LIMITATIONS ON THE RIGHT OF EXERCISE
--------------------------------------------------------------
Any Option shall be exercisable at such times, in such amounts and
during such period or periods as the Committee shall determine at the date of
the grant of such Option; provided, however, that an Incentive Option shall not
be exercisable after the expiration of ten (10) years from the date such Option
is granted; and provided further that, in the case of an Incentive Option
granted to a person who, at the time such Option is granted, owns stock of the
Company or any subsidiary corporation or parent corporation of the Company
possessing more than ten percent (10%) of the total combined voting power of all
classes of stock of the Company or of any subsidiary corporation or parent
corporation of the Company, such Option shall not be exercisable after the
expiration of five (5) years from the date such Option is granted.
Except to the extent otherwise provided under the Code, to the extent
that the aggregate fair market value of stock for which Incentive Options are
exercisable for the first time by an employee during any calendar year (under
all stock option plans of the Company and of any parent corporation or
subsidiary corporation of the Company) exceeds one hundred thousand dollars
($100,000), such Options shall be treated as Non-Qualified Options. For purposes
of this limitation, (i) the fair market value of stock is determined as of the
time the Option is granted, and (ii) the limitation will be applied by taking
into account Options in the order in which they were granted.
Subject to the provisions of Article XVIII, the Committee shall have
the right to accelerate, in whole or in part, from time to time, conditionally
or unconditionally, rights to exercise any Option granted hereunder.
To the extent that an Option is not exercised within the period of
exercisability specified therein, it shall expire as to the then unexercised
part.
In no event shall an Option granted hereunder be exercised for a
fraction of a Share.
VIII. EXERCISE OF OPTIONS
--------------------------
Options granted under the Plan shall be exercised by the optionee as to
all or part of the Shares covered thereby by the giving of written notice of the
exercise thereof to the Corporate Secretary of the Company at the principal
business office of the Company, specifying the number of Shares to be purchased
and specifying a business day not more than fifteen (15) days from the date such
notice is given for the payment of the purchase price against delivery of the
Shares being purchased. Subject to the terms of Articles XIV, XVI, and XVII, the
Company shall cause certificates for the Shares so purchased to be delivered to
the optionee at the principal business office of the Company, against payment of
the full purchase price, on the date specified in the notice of exercise.
IX. STOCK APPRECIATION RIGHTS
------------------------------
In the discretion of the Committee, a Right may be granted (i) alone,
(ii) simultaneously with the grant of an Option (either Incentive or
Non-Qualified) and in conjunction therewith or in the alternative thereto or
(iii) subsequent to the grant of a Non-Qualified Option and in conjunction
therewith or in the alternative thereto.
The exercise price of a Right granted alone shall be determined by the
Committee but shall not be less than one hundred percent (100%) of the fair
market value of one Share on the date of grant of such Right. A Right granted
simultaneously with or subsequent to the grant of an Option and in conjunction
therewith or in the alternative thereto shall have the same exercise price as
the related Option, shall be transferable only upon the same terms and
conditions as the related Option, and shall be exercisable only to the same
extent as the related Option; provided, however, that a Right, by its terms,
shall be exercisable only when the fair market value of the Shares subject to
the Right and related Option exceeds the exercise price thereof.
Upon exercise of a Right granted simultaneously with or subsequent to
an Option and in the alternative thereto, the number of Shares for which the
related Option shall be exercisable shall be reduced by the number
4
<PAGE> 5
of Shares for which the Right shall have been exercised. The number of Shares
for which a Right shall be exercisable shall be reduced upon any exercise of a
related Option by the number of Shares for which such Option shall have been
exercised.
Any Right shall be exercisable upon such additional terms and
conditions as may from time to time be prescribed by the Committee.
A Right shall entitle the holder upon exercise thereof to receive from
the Company, upon a written request filed with the Secretary of the Company at
its principal offices (the "Request"), a number of Shares (with or without
restrictions as to substantial risk of forfeiture and transferability, as
determined by the Committee in its sole discretion), an amount of cash, or any
combination of Shares and cash, as specified in the Request (but subject to the
approval of the Committee in its sole discretion, at any time up to and
including the time of payment, as to the making of any cash payment), having an
aggregate fair market value equal to the product of (i) the excess of the fair
market value, on the day of such Request, of one Share over the exercise price
per share specified in such Right or its related Option, multiplied by (ii) the
number of Shares for which such Right shall be exercised.
Any election by a holder of a Right to receive cash in full or partial
settlement of such Right, and any exercise of such Right for cash, may be made
only by a Request filed with the Corporate Secretary of the Company during the
period beginning on the third business day following the date of release for
publication by the Company of quarterly or annual summary statements of sales
and earnings and ending on the twelfth business day following such date. Within
thirty (30) days of the receipt by the Company of a Request to receive cash in
full or partial settlement of a Right or to exercise such Right for cash, the
Committee shall, in its sole discretion, either consent to or disapprove, in
whole or in part, such Request. A Request to receive cash in full or partial
settlement of a Right or to exercise a Right for cash may provide that, in the
event the Committee shall disapprove such Request, such Request shall be deemed
to be an exercise of such Right for Shares.
If the Committee disapproves in whole or in part any election by a
holder to receive cash in full or partial settlement of a Right or to exercise
such Right for cash, such disapproval shall not affect such holder's right to
exercise such Right at a later date, to the extent that such Right shall be
otherwise exercisable, or to elect the form of payment at a later date, provided
that an election to receive cash upon such later exercise shall be subject to
the approval of the Committee. Additionally, such disapproval shall not affect
such holder's right to exercise any related Option or Options granted to such
holder under the Plan.
A holder of a Right shall not be entitled to request or receive cash in
full or partial payment of such Right unless such Right shall have been held for
six (6) months from the date of acquisition to the date of cash settlement
thereof; provided, however, that such prohibition shall not apply if the holder
of such Right is not subject to the reporting requirements of Section 16(a) of
the Exchange Act. In no event will a holder of a Right who is subject to the
reporting requirements of Section 16(a) of the Exchange Act be entitled to make
such a request or receive cash in full or partial payment of such Right until
the Company shall have satisfied the informational requirements of Rule
16b-3(e)(1) promulgated under the Exchange Act for the specified one year
period.
A Right shall be deemed exercised on the last day of its term, if not
otherwise exercised by the holder thereof, provided that the fair market value
of the Shares subject to the Right exceeds the exercise price thereof on such
date.
For all purposes of this Article IX, the fair market value of Shares
shall be determined in accordance with the principles set forth in the Article
V.
X. NON-TRANSFERABILITY OF OPTIONS AND STOCK APPRECIATION RIGHTS
-----------------------------------------------------------------
Neither an Option nor a Right granted hereunder shall be transferable,
whether by operation of law or otherwise, other than by will or the laws of
descent and distribution, and any Option or Right granted hereunder shall be
exercisable during the lifetime of the holder only by such holder. Except to the
extent provided above, Options and Rights may not be assigned, transferred,
pledged, hypothecated or disposed of in any way (whether by operation of law or
otherwise) and shall not be subject to execution, attachment or similar process.
5
<PAGE> 6
XI. TERMINATION OF EMPLOYMENT
------------------------------
Upon termination of employment of any employee with the Company and all
subsidiary corporations and parent corporations of the Company, an Option or
Right previously granted to the employee, unless otherwise specified by the
Committee in the Option or Right, shall, to the extent not theretofore
exercised, terminate and become null and void, provided that:
(a) if the employee shall die while in the employ of such
corporation or during either the three (3) month or one (1) year
period, whichever is applicable, specified in clause (b) below and at a
time when such employee was entitled to exercise an Option or Right as
herein provided, the legal representative of such employee, or such
person who acquired such Option or Right by bequest or inheritance or
by reason of the death of the employee, may, not later than one (1)
year from the date of death, exercise such Option or Right, to the
extent not theretofore exercised, in respect of any or all of such
number of Shares as specified by the Committee in such Option or Right;
and
(b) if the employment of an employee to whom such Option or
Right shall have been granted shall terminate by reason of the
employee's retirement (at such age or upon such conditions as shall be
specified by the Board of Directors), disability (as described in
Section 22(e)(3) of the Code) or dismissal by the employer other than
for cause (as defined below), and while such employee is entitled to
exercise such Option or Right as herein provided, such employee shall
have the right to exercise such Option or Right so granted, to the
extent not theretofore exercised, in respect of any or all of such
number of Shares as specified by the Committee in such Option or Right,
at any time up to and including (i) three (3) months after the date of
such termination of employment in the case of termination by reason of
retirement or dismissal other than for cause and (ii) one (1) year
after the date of termination of employment in the case of termination
by reason of disability.
If an employee voluntarily terminates his or her employment, or is
discharged for cause, any Option or Right granted hereunder shall, unless
otherwise specified by the Committee in the Option or Right, forthwith terminate
with respect to any unexercised portion thereof.
If an Option or Right granted hereunder shall be exercised by the legal
representative of a deceased or disabled employee or former employee, or by a
person who acquired an Option or Right granted hereunder by bequest or
inheritance or by reason of death of any employee or former employee, written
notice of such exercise shall be accompanied by a certified copy of letters
testamentary or equivalent proof of the right of such legal representative or
other person to exercise such Option or Right.
For the purposes of the Plan, the term "for cause" shall mean (i) with
respect to an employee who is party to a written agreement with, or,
alternatively, participates in a compensation or benefit plan of the Company or
a subsidiary corporation or parent corporation of the Company, which agreement
or plan contains a definition of "for cause" or "cause" (or words of like
import) for purposes of termination of employment thereunder by the Company or
such subsidiary corporation or parent corporation of the Company, "for cause" or
"cause" as defined in the most recent of such agreements or plans, or (ii) in
all other cases, (a) the willful commission by an employee of a criminal or
other act that causes substantial economic damage to the Company or a subsidiary
corporation or parent corporation of the Company or substantial injury to the
business reputation of the Company or a subsidiary corporation or parent
corporation of the Company; (b) the commission by an employee of an act of fraud
in the performance of such employee's duties on behalf of the Company or a
subsidiary corporation or parent corporation of the Company; or (c) the
continuing willful failure of an employee to perform the duties of such employee
to the Company or a subsidiary corporation or parent corporation of the Company
(other than such failure resulting from the employee's incapacity due to
physical or mental illness) after written notice thereof (specifying the
particulars thereof in reasonable detail) and a reasonable opportunity to be
heard and cure such failure are given to the employee by the Board of Directors
or the Committee. For purposes of the Plan, no act, or failure to act, on the
employee's part shall be considered "willful" unless done or omitted to be done
by the employee not in good faith and without reasonable belief that the
employee's action or omission was in the best interest of the Company or a
subsidiary corporation or parent corporation of the Company.
For the purposes of the Plan, an employment relationship shall be
deemed to exist between an individual and a corporation if, at the time of the
determination, the individual was an "employee" of such corporation for purposes
of Section 422(a) of the Code. If an individual is on military, sick leave or
other bona
6
<PAGE> 7
fide leave of absence, such individual shall be considered an "employee" for
purposes of the exercise of an Option or Right and shall be entitled to exercise
such Option or Right during such leave if the period of such leave does not
exceed 90 days, or, if longer, so long as the individual's right to reemployment
with the corporation granting the option (or a related corporation) is
guaranteed either by statute or by contract. If the period of leave exceeds
ninety (90) days, the employment relationship shall be deemed to have terminated
on the ninety-first (91st) day of such leave, unless the individual's right to
reemployment is guaranteed by statute or contract.
A termination of employment shall not be deemed to occur by reason of
(i) the transfer of an employee from employment by the Company to employment by
a subsidiary corporation or a parent corporation of the Company or (ii) the
transfer of an employee from employment by a subsidiary corporation or a parent
corporation of the Company to employment by the Company or by another subsidiary
corporation or parent corporation of the Company. Furthermore, solely for
purposes of determining the rights and obligations under any outstanding Options
or Rights theretofore granted, in the event that the Company ceases to own,
directly or indirectly, stock possessing 50% or more of the total combined
voting power of all classes of stock of a subsidiary company by virtue of a
recapitalization, stock dividend, stock split, split-up, spin-off, combination
of shares or other like change in capital structure of the Company, the
Committee may determine that employment by such former subsidiary (or any parent
or subsidiary company of such subsidiary) shall continue to be deemed to be
employment by the Company for purposes of the Plan.
In the event of the complete liquidation or dissolution of a subsidiary
corporation, or in the event that the Company ceases to own, directly or
indirectly, stock possessing 50% or more of the total combined voting power of
all classes of stock of such corporation, any unexercised Options or Rights
theretofore granted to any person employed by such subsidiary corporation will
be deemed canceled unless such person is employed by the Company or by any
parent corporation or another subsidiary corporation after the occurrence of
such event. In the event an Option or Right is to be canceled pursuant to the
provisions of the previous sentence, notice of such cancellation will be given
to each employee holding unexercised Options or Rights and such holder will have
the right to exercise such Options or Rights in full (without regard to any
limitation set forth or imposed pursuant to Article VII) during the 30 day
period following notice of such cancellation.
Notwithstanding anything to the contrary contained in this Article XI,
in no event, however, shall any person be entitled to exercise any Option or
Right after the expiration of the period of exercisability of such Option or
Right as specified therein.
XII. ADJUSTMENT OF SHARES; EFFECT OF CERTAIN TRANSACTIONS
----------------------------------------------------------
In the event of any change in the outstanding Shares through merger,
consolidation, reorganization, recapitalization, stock dividend, stock split,
split-up, split-off, spin-off, combination of shares, exchange of shares,
issuance of rights to subscribe for Shares, or other like change in capital
structure of the Company, the Committee shall make such adjustment to each
outstanding Option and Right that it, in its sole discretion, deems appropriate.
The term "Shares" after any such change shall refer to the securities, cash
and/or property then receivable upon exercise of an Option or Right. In
addition, in the event of any such change, the Committee shall make any further
adjustments as may be appropriate to the maximum number of Shares which may be
acquired under the Plan pursuant to the exercise of Options and Rights, the
maximum number of Shares which may be so acquired by one employee and the number
of Shares and prices per Share subject to outstanding Options and Rights as
shall be equitable to prevent dilution or enlargement of rights under such
Options or Rights, and the determination of the Committee as to these matters
shall be conclusive. Notwithstanding the foregoing, (i) each such adjustment
with respect to an Incentive Option and any related Right shall comply with the
rules of Section 424(a) of the Code and (ii) in no event shall any adjustment be
made which would render any Incentive Option granted hereunder to be other than
an "incentive stock option" for purposes of Section 422 of the Code.
In the event of a "change in control" of the Company, all then
outstanding Options and Rights shall immediately become exercisable. For
purposes of the Plan, a "change in control" of the Company occurs if: (a) any
"Person" (as such term is used in Sections 13(d) and 14(d)(2) of the Exchange
Act), other than Odyssey Partners, L.P. and its affiliates (which, for purposes
of this Article XII only, is deemed to include E.R. Yost) is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly of securities of the Company representing (i) 50% or more of the
combined voting power of the Company's then-outstanding securities; or (ii) 25%
or more but less than 50% of the combined voting power of the Company's
7
<PAGE> 8
then-outstanding securities if such transaction(s) giving rise to such
beneficial ownership are not approved by the Company's Board of Directors; or
(b) at any time a majority of the members of the Board of Directors has been
elected or designated by any Person, other than Odyssey Partners, L.P. and its
affiliates (which, for purposes of this Article XII only, is deemed to include
E.R. Yost); or (c) the Board of Directors shall approve a sale of all or
substantially all of the assets of the Company or any merger, consolidation,
issuance of securities or purchase of assets, in all cases other than to or with
Odyssey Partners, L.P. or its affiliates (which, for purposes of this Article
XII only, is deemed to include E.R. Yost), the result of which would be the
occurrence of any event described in clause (a) or (b) above.
The Committee, in its discretion, may determine that, upon the
occurrence of a transaction described in the preceding paragraph, each Option or
Right outstanding hereunder shall terminate within a specified number of days
after notice to the holder, and such holder shall receive, with respect to each
Share subject to such Option or Right, cash in an amount equal to the excess of
the fair market value of such Shares immediately prior to the occurrence of such
transaction over the exercise price per share of such Option or Right. The
provisions contained in the preceding sentence shall be inapplicable to an
Option or Right granted within six (6) months before the occurrence of a
transaction described above if the holder of such Option or Right is subject to
the reporting requirements of Section 16(a) of the Exchange Act.
XIII. RIGHT TO TERMINATE EMPLOYMENT
------------------------------------
The Plan shall not impose any obligation on the Company or on any
subsidiary corporation or parent corporation thereof to continue the employment
of any holder of Options or Rights and it shall not impose any obligation on the
part of any holder of Options or Rights to remain in the employ of the Company
or of any subsidiary corporation or parent corporation thereof.
XIV. PURCHASE FOR INVESTMENT
-----------------------------
Except for hereinafter provided, the Committee may require an employee,
as a condition upon exercise of any Option or Right granted hereunder, to
execute and deliver to the Company (a) stock powers with respect to Shares
underlying a particular Option or Right and required to be held by a custodian,
and (b) a written statement, in form satisfactory to the Committee in which the
employee represents and warrants that Shares are being acquired for such
person's own account for investment only and not with a view to the resale or
distribution thereof. The employee shall, at the request of the Committee, be
required to represent and warrant in writing that any subsequent resale or
distribution of Shares by the Employee shall be made only pursuant to either (i)
a Registration Statement on an appropriate form under the Securities Act of
1933, as amended (the "Securities Act"), which Registration Statement has become
effective and is current with regard to the Shares being sold, or (ii) a
specific exemption from the registration requirements of the Securities Act, but
in claiming such exemption the employee shall, prior to any offer of sale or
sale of such Shares, obtain a prior favorable written opinion of counsel, in
form and substance satisfactory to counsel for the Company, as to the
application of such exemption thereto. The foregoing restriction shall not apply
to (i) issuances by the Company so long as the Shares being issued are
registered under the Securities Act and a prospectus in respect thereof is
current or (ii) re-offerings of Shares by affiliates of the Company (as defined
in Rule 405 or any successor rule or regulation promulgated under the Securities
Act) if the Shares being re-offered are registered under the Securities Act and
a prospectus in respect thereof is current.
XV. ISSUE OF CERTIFICATES, LEGENDS, PAYMENT OF EXPENSES
--------------------------------------------------------
Upon any exercise of an Option or Right which may be granted hereunder
and, in the case of an Option, payment of the purchase price, a certificate or
certificates for the Shares shall be issued by the Company in the name of the
person exercising the Option or Right and shall be delivered to or upon the
order of such person.
The Company may endorse such legend or legends upon the certificates
for Shares issued pursuant to the Plan and may issue such "stop transfer"
instructions to its transfer agent in respect of such Shares as, in its
discretion, it determines to be necessary or appropriate to (i) prevent a
violation of, or to perfect an exemption from, the registration requirements of
the Securities Act, (ii) implement the provisions of the Plan and any agreement
between the Company and the optionee or grantee with respect to such Shares, or
(iii) permit the Company to determine the occurrence of a disqualifying
disposition, as described in Section 421(b) of the Code, of Shares transferred
upon exercise of an Incentive Option granted under the Plan.
8
<PAGE> 9
The Company shall pay all issue or transfer taxes with respect to the
issuance of transfer of Shares, as well as all fees and expenses necessarily
incurred by the Company in connection with such issuance or transfer, except
fees and expenses which may be necessitated by the filing or amending of a
Registration Statement under the Securities Act, which fees and expenses shall
be borne by the recipient of the Shares unless such Registration Statement has
been filed by the Company for its own corporate purposes (and the Company so
states) in which event the recipient of the Shares shall bear only fees and
expenses as are attributable solely to the inclusion of the Shares he or she
received in the Registration Statement.
All Shares issued as provided herein shall be fully paid and
non-assessable to the extent permitted by law.
XVI. WITHHOLDING TAXES
-----------------------
The Company may require an employee exercising a Right or Non-Qualified
Option granted hereunder, or disposing of Shares acquired pursuant to the
exercise of an Incentive Option in a disqualifying disposition (within the
meaning of Section 421(b) of the Code), to reimburse the corporation that
employs such employee for any taxes required by any government to be withheld or
otherwise deducted and paid by such corporation in respect of the issuance or
disposition of such Shares. In lieu thereof, the corporation that employs such
employee shall have the right to withhold the amount of such taxes from any
other sums due or to become due from such corporation to the employee upon such
terms and conditions as the Committee shall prescribe. The corporation that
employs such employee may, in its discretion, hold the stock certificate to
which such employee is entitled upon the exercise of an Option as security for
the payment of such withholding tax liability, until cash sufficient to pay that
liability has been accumulated. In addition, at any time that the Company
becomes subject to a withholding obligation under applicable law with respect to
the exercise of a Right or Non-Qualified Option (the "Tax Date"), except as set
forth below, a holder of a Right or Non-Qualified Option may elect to satisfy,
in whole or in part, the holder's related personal tax liabilities (an
"Election") by (i) directing the Company to withhold from Shares issuable in the
related exercise either a specified number of Shares or Shares having a
specified value (in each case not in excess of the related personal tax
liabilities), (ii) tendering Shares previously issued pursuant to the exercise
of an Option or Right or other Shares of the Company's common stock owned by the
holder or (iii) combining any or all of the foregoing options in any fashion. An
Election shall be irrevocable. The withheld Shares and other Shares tendered in
payment shall be valued at their fair market value (determined in accordance
with the principles set forth in Article V of the Plan) on the Tax Date. The
Committee may disapprove of any Election, suspend or terminate the right to make
Elections or provide that the right to make Elections shall not apply to
particular Shares or exercises. The Committee may prescribe additional rules, in
its discretion, to permit a holder of an Option or Right who is subject to the
reporting requirements of Section 16(a) of the Exchange Act to effect such tax
withholding in compliance with the Rules promulgated under Section 16 of the
Exchange Act and the positions of the staff of the Securities and Exchange
Commission expressed in no-action or interpretative letters exempting such tax
withholding transactions from liability under Section 16(b) of the Exchange Act.
The Committee may also impose any additional conditions or restrictions on the
right to make an Election as it shall deem appropriate.
XVII. LISTING OF SHARES AND RELATED MATTERS
--------------------------------------------
The Committee may delay any award, issuance or delivery of Shares if it
determines that listing, registration or qualification of Shares or the consent
or approval of any governmental regulatory body is necessary or desirable as a
condition of, or in connection with, the sale or purchase of Shares under the
Plan, until such listing, registration, qualification, consent or approval shall
have been effected or obtained, or otherwise provided for, free of any
conditions not acceptable to the Committee.
XVIII. AMENDMENT OF THE PLAN
-----------------------------
The Board of Directors or the Committee, as the case may be, may, from
time to time, amend the Plan, provided that no amendment shall be made, without
the approval of the stockholders of the Company, that will (i) increase the
total number of Shares reserved for Options under the Plan (other than an
increase resulting from an adjustment provided for in Article XII), (ii) reduce
the exercise price of any Incentive Option granted hereunder below the price
required by Article V, (iii) modify the provisions of the Plan relating to
eligibility, or (iv) materially increase the benefits accruing to participants
under the Plan. The Board of Directors or the Committee, as the case may be,
shall be authorized to amend the Plan and the Options granted thereunder to
permit the Incentive Options granted thereunder to qualify as incentive stock
options within the meaning of
9
<PAGE> 10
Section 422 of the Code. The rights and obligations under any Option or Right
granted before amendment of the Plan or any unexercised portion of such Option
or Right shall not be adversely affected by amendment of the Plan, Option or
Right without the consent of the holder of such Option or Right.
XIX. TERMINATION OR SUSPENSION OF THE PLAN
-------------------------------------------
The Board of Directors may at any time suspend or terminate the Plan.
The Plan, unless sooner terminated by action of the Board of Directors, shall
terminate at the close of business on the Termination Date. Options and Rights
may not be granted while the Plan is suspended or after it is terminated. Rights
and obligations under any Option or Right granted while the Plan is in effect
shall not be altered or impaired by suspension or termination of the Plan,
except upon the consent of the person to whom the Option or Right was granted.
The power of the Committee to construe and administer any Options or Rights
granted prior to the termination or suspension of the Plan under Article III
nevertheless shall continue after such termination or during such suspension.
XX. GOVERNING LAW
------------------
The Plan, such Options and Rights as may be granted thereunder and all
related matters shall be governed by, and construed and enforced in accordance
with, the laws of the State of Delaware from time to time obtaining.
XXI. PARTIAL INVALIDITY
------------------------
The invalidity or illegibility of any provision hereof shall not be
deemed to affect the validity of any other provision.
XXII. EFFECTIVE DATE
---------------------
This Plan became effective at 5:30 P.M., New York City Time, on the
Effective Date.
10
<PAGE> 1
Exhibit 10.2
BLACK BOX CORPORATION
1992 DIRECTOR STOCK OPTION PLAN
(AS AMENDED THROUGH AUGUST 10, 1998)
I. PURPOSES
------------
BLACK BOX CORPORATION (the "Company") desires to afford certain of its
directors, and certain directors of any subsidiary corporation or parent
corporation of the Company now existing or hereafter formed or acquired an
opportunity to acquire a proprietary interest in the Company, and thus to create
in such directors an increased interest in and a greater concern for the welfare
of the Company and its subsidiaries.
The Company, by means of this 1992 Director Stock Option Plan, as
originally approved on November 11, 1992, and as further amended on August 12,
1996, September 2, 1997 and August 10, 1998 (the "Plan"), seeks to retain the
services of certain persons now serving as directors and to secure the services
of persons capable of filling such positions.
The stock options ("Options") and stock appreciation rights ("Rights")
offered pursuant to the Plan are a matter of separate inducement and are not in
lieu of any salary or other compensation for the services of any director.
The Options granted under the Plan are intended to be options that do
not meet the requirements for incentive stock options within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").
II. AMOUNT OF STOCK SUBJECT TO THE PLAN
----------------------------------------
The total number of shares of common stock of the Company which may be
purchased or acquired pursuant to the exercise of Options or Rights granted
under the Plan shall not exceed, in the aggregate, 100,000 shares of the
authorized common stock, $.001 par value per share, of the Company (the
"Shares"), such number subject to adjustment as provided in Article XII hereof.
Shares that are the subject of Rights and related Options shall be counted only
once in determining whether the maximum number of Shares that may be purchased
or awarded under the Plan has been exceeded.
Shares acquired under the Plan may be either authorized but unissued
Shares or Shares of issued stock held in the Company's treasury, or both, at the
discretion of the Company. If and to the extent that Options or Rights granted
under the Plan expire or terminate without having been exercised, the Shares
covered by such expired or terminated Options or Rights shall again become
available for award under the Plan.
Except as provided in Articles XIX and XXII and subject to Article II,
the Company may, from time to time during the period beginning on the date on
which the Company consummates an underwritten initial public offering of Shares
(the "Effective Date") and ending on November 30, 2002 (the "Termination Date"),
grant to certain directors of the Company, or of any subsidiary corporation or
parent corporation of the Company now existing or hereafter formed or acquired,
Options and/or Rights under the terms hereinafter set forth.
Provisions of the Plan that pertain to Options or Rights granted to a
director shall apply to Options, Rights or a combination thereof.
As used in the Plan, the term "subsidiary corporation" and "parent
corporation" shall mean, respectively, a corporation coming within the
definition of such terms contained in Sections 424(f) and 424(e) of the Code.
III. ADMINISTRATION
--------------------
The board of directors of the Company (the "Board") may designate from
among its members a director stock option committee, (the "Committee") to
administer the Plan. The Committee shall consist of no fewer than two members of
the Board. A majority of the members of the Committee shall constitute a quorum,
and the act of a majority of the members of the Committee shall be the act of
the Committee. Any member of the
<PAGE> 2
Committee may be removed at any time either with or without cause by resolution
adopted by the Board, and any vacancy on the Committee at any time may be filled
by resolution adopted by the Board.
Subject to the express provisions of the Plan, the Board and the
Committee shall have authority, in their discretion, to determine the directors
to whom Options or Rights shall be granted, the time when such Options or Rights
shall be granted, the number of Shares which shall be subject to each Option or
Right, the purchase price or exercise price of each Option or Right, the
period(s) during which such Options or Rights shall become exercisable (whether
in whole or in part) and the other terms and provisions thereof (which need not
be identical).
Subject to the express provisions of the Plan, the Board and the
Committee also shall have authority to construe the Plan and the Options and
Rights granted thereunder, to amend the Plan and the Options and Rights granted
thereunder, to prescribe, amend and rescind rules and regulations relating to
the Plan, to determine the terms and provisions of the Options (which need not
be identical) and Rights (which need not be identical) granted thereunder and to
make all other determinations necessary or advisable for administering the Plan.
The Board and the Committee also shall have the authority to require, in its
discretion, as a condition of the granting of any such Option or Right, that the
director agree (i) not to sell or otherwise dispose of Shares acquired pursuant
to the exercise of such Option or Right for a period of six (6) months following
the date of the acquisition of such Option or Right and (ii) that in the event
of termination of service of such director, other than as a result of removal
without cause, such director will not, for a period to be fixed at the time of
the grant of the Option or Right, enter into any other employment or participate
directly or indirectly in any other business or enterprise which is competitive
with the business of the Company or any subsidiary corporation or parent
corporation of the Company, or enter into any employment in which such director
will be called upon to utilize special knowledge obtained through service as a
director of the Company or any subsidiary corporation or parent corporation
thereof. In no event will a director who is subject to the reporting
requirements of Section 16(a) of the Exchange Act be entitled to sell or
otherwise dispose of any Shares acquired pursuant to exercise of any such
Options or Rights for a period of six (6) months from the date of the
acquisition of such Options or Rights.
The determination of the Board or Committee on matters referred to in
this Article III shall be conclusive.
The Board or Committee may employ such legal counsel, consultants and
agents as it may deem desirable for the administration of the Plan and may rely
upon any opinion or computation received from any such legal counsel, consultant
or agent. Expenses incurred in the engagement of such counsel, consultant or
agent shall be paid by the Company. No member or former member of the Board or
Committee shall be liable for any action or determination made in good faith
with respect to the Plan or any award of Options or Rights granted hereunder.
IV. ELIGIBILITY
----------------
Options and Rights may be granted only to non-employee directors of the
Company or of any subsidiary corporation or parent corporation of the Company,
except as hereinafter provided. Any person who shall cease to serve on the Board
or a subsidiary corporation or parent corporation thereof, although such person
shall have entered into a consulting contract with the Company or a subsidiary
corporation or parent corporation thereof, shall not be eligible to receive an
Option or a Right.
The Plan does not create a right in any director to participate in the
Plan, nor does it create a right in any director to have any Options or Rights
granted to him or her.
V. OPTION PRICE AND PAYMENT
----------------------------
The price for each Share purchasable under any Option granted hereunder
shall be such amount as the Committee shall deem appropriate but not less than
one hundred percent (100%) of the fair market value per share at the date the
Option is granted.
If the Shares are listed on a national securities exchange in the
United States (which, for purposes of this Article V, shall be deemed to include
any last sale reported over-the-counter market), on any date on which
2
<PAGE> 3
the fair market value per Share shall be deemed to be the average of the high
and low quotations at which such Shares are sold on such national securities
exchange on the date such Option is granted. If the Shares are listed
on a national securities exchange in the United States on such date, but the
Shares are not traded on such date, or such national securities exchange is not
open for business on such date, the fair market value per Share shall be
determined as of the closest preceding date on which such exchange shall have
been open for business and the Shares shall have been traded. If the Shares are
listed on more than one national securities exchange in the United States on the
date on which the fair market value per Share is to be determined, the Committee
shall determine which national securities exchange shall be used for the purpose
of determining the fair market value per Share.
If a public market exists for the Shares on any date on which the fair
market value per Share is to be determined but the Shares are not listed on a
national securities exchange in the United States, the fair market value per
Share shall be deemed to be the mean between the closing bid and asked
quotations in the over-the-counter market for the Shares on such date. If there
are no bid and asked quotations for the Shares on such date, the fair market
value per Share shall be deemed to be the mean between the closing bid and asked
quotations in the over-the-counter market for the Shares on the closest date
preceding such date for which such quotations are available.
If no public market exists for the Shares on any date on which the fair
market value per Share is to be determined, the Committee shall, in its sole
discretion and best judgment, determine the fair market value of a Share.
For purposes of this Plan, the determination by the Committee of the
fair market value of a Share shall be conclusive.
Upon the exercise of an Option granted hereunder, the Company shall
cause the purchased Shares to be issued only when it shall have received the
full purchase price for the Shares in cash or by certified check; provided,
however, that in lieu of cash, the holder of an Option may, if and to the extent
the terms of such Option so provide and to the extent permitted by applicable
law, exercise an Option (a) in whole or in part, by delivering to the Company
shares of common stock of the Company (in proper form for transfer and
accompanied by all requisite stock transfer tax stamps or cash in lieu thereof)
owned by such holder having a fair market value equal to the exercise price
applicable to that portion of the Option being exercised by the delivery of such
Shares or (b) in part, by delivering to the Company an executed promissory note
on such terms and conditions as the Committee shall determine, at the time of
grant, in its sole discretion; provided, however, that the principal amount of
such note shall not exceed eighty percent (80%) (or such lesser percentage as
would be permitted by applicable margin regulations) of the aggregate purchase
price of the Shares then being purchased pursuant to the exercise of such
Option. The fair market value of the stock so delivered shall be determined as
of the date immediately preceding the date on which the Option is exercised, or
as may be required in order to comply with or to conform to the requirements of
any applicable laws or regulations.
VI. USE OF PROCEEDS
--------------------
The cash proceeds of the sale of Shares pursuant to the Plan are to be
added to the general funds of the Company and used for its general Corporate
purposes as the Board shall determine.
VII. TERM OF OPTIONS AND LIMITATIONS ON THE RIGHT OF EXERCISE
--------------------------------------------------------------
Any Option shall be exercisable at such times, in such amounts and
during such period or periods as the Board or Committee shall determine at the
date of the grant of such Option.
Subject to the provisions of Article XVIII, the Board or Committee
shall have the right to accelerate, in whole or in part, from time to time,
conditionally or unconditionally, rights to exercise any Option granted
hereunder.
To the extent that an Option is not exercised within the period of
exercisability specified therein, it shall expire as to the then unexercised
part.
In no event shall an Option granted hereunder be exercised for a
fraction of a Share.
3
<PAGE> 4
VIII. EXERCISE OF OPTIONS
--------------------------
Options granted under the Plan shall be exercised by the optionee as to
all or part of the Shares covered thereby by the giving of written notice of the
exercise thereof to the Corporate Secretary of the Company at the principal
business office of the Company, specifying the number of Shares to be purchased
and specifying a business day not more than fifteen (15) days from the date such
notice is given for the payment of the purchase price against delivery of the
Shares being purchased. Subject to the terms of Articles XIV, XVI, and XVII, the
Company shall cause certificates for the Shares so purchased to be delivered to
the optionee at the principal business office of the Company, against payment of
the full purchase price, on the date specified in the notice of exercise.
IX. STOCK APPRECIATION RIGHTS
------------------------------
In the discretion of the Board or Committee, a Right may be granted (i)
alone, (ii) simultaneously with the grant of an Option and in conjunction
therewith or in the alternative thereto or (iii) subsequent to the grant of an
Option and in conjunction therewith or in the alternative thereto.
The exercise price of a Right granted alone shall be determined by the
Board or Committee but shall not be less than one hundred percent (100%) of the
fair market value of one Share on the date of grant of such Right. A Right
granted simultaneously with or subsequent to the grant of an Option and in
conjunction therewith or in the alternative thereto shall have the same exercise
price as the related Option, shall be transferable only upon the same terms and
conditions as the related Option, and shall be exercisable only to the same
extent as the related Option; provided, however, that a Right, by its terms,
shall be exercisable only when the fair market value of the Shares subject to
the Right and related Option exceeds the exercise price thereof.
Upon exercise of a Right granted simultaneously with or subsequent to
an Option and in the alternative thereto, the number of Shares for which the
related Option shall be exercisable shall be reduced by the number of Shares for
which the Right shall have been exercised. The number of Shares for which a
Right shall be exercisable shall be reduced upon any exercise of a related
Option by the number of Shares for which such Option shall have been exercised.
Any Right shall be exercisable upon such additional terms and
conditions as may from time to time be prescribed by the Board or Committee.
A Right shall entitle the holder upon exercise thereof to receive from
the Company, upon a written request filed with the Secretary of the Company at
its principal offices (the "Request"), a number of Shares (with or without
restrictions as to substantial risk of forfeiture and transferability, as
determined by the Board its sole discretion), an amount of cash, or any
combination of Shares and cash, as specified in the Request (but subject to the
approval of the Board in its sole discretion, at any time up to and including
the time to payment, as to the making of any cash payment), having an aggregate
fair market value equal to the product of (i) the excess of the fair market
value, on the day of such Request, of one Share over the exercise price per
share specified in such Right or its related Option, multiplied by (ii) the
number of Shares for which such Right shall be exercised.
Any election by a holder of a Right to receive cash in full or partial
settlement of such Right, and any exercise of such Right for cash, may be made
only by a Request filed with the Corporate Secretary of the Company during the
period beginning on the third business day following the date of release for
publication by the Company of quarterly or annual summary statements of sales
and earnings and ending on the twelfth business day following such date. Within
thirty (30) days of the receipt by the Company of a Request to receive cash in
full or partial settlement of a Right or to exercise such Right for cash, the
Committee shall, in its sole discretion, either consent to or disapprove, in
whole or in part, such Request. A Request to receive cash in full or partial
settlement of a Right or to exercise a Right for cash may provide that, in the
event the Board shall disapprove such Request, such Request shall be deemed to
be an exercise of such Right for Shares.
If the Board disapproves in whole or in part any election by a holder
to receive cash in full or partial settlement of a Right or to exercise such
Right for cash, such disapproval shall not affect such holder's right to
exercise such Right at a later date, to the extent that such Right shall be
otherwise exercisable, or to elect the form of payment at a later date, provided
that an election to receive cash upon such later exercise shall be
4
<PAGE> 5
subject to the approval of the Board. Additionally, such disapproval shall not
affect such holder's right to exercise any related Option or Options granted to
such holder under the Plan.
A holder of a Right shall not be entitled to request or receive cash in
full or partial payment of such Right unless such Right shall have been held for
six (6) months from the date of acquisition to the date of cash settlement
thereof; provided, however, that such prohibition shall not apply if the holder
of such Right is not subject to the reporting requirements of Section 16(a) of
the Exchange Act.
A Right shall be deemed exercised on the last day of its term, if not
otherwise exercised by the holder thereof, provided that the fair market value
of the Shares subject to the Right exceeds the exercise price thereof on such
date.
For all purposes of this Article IX, the fair market value of Shares
shall be determined in accordance with the principles set forth in Article V.
X. NON-TRANSFERABILITY OF OPTIONS AND STOCK APPRECIATION RIGHTS
-----------------------------------------------------------------
Neither an Option nor a Right granted hereunder shall be transferable,
whether by operation of law or otherwise, other than by will or the law of
descent and distribution, and any Option or Right granted hereunder shall be
exercisable during the lifetime of the holder only by such holder. Except to the
extent provided above, Options and Rights may not be assigned, transferred,
pledged, hypothecated or disposed of in any way (whether by operation of law or
otherwise) and shall not be subject to execution, attachment or similar process.
XI. TERMINATION OF EMPLOYMENT
------------------------------
Upon the cessation of such person's status as a director of the Company
and all subsidiary corporations and parent corporations of the Company, an
Option or Right previously granted to the director, unless otherwise specified
by the Board or Committee in the Option or Right, shall, to the extent not
theretofore exercised, terminate and become null and void, provided that:
(a) if the director shall die while serving as a director of
such corporation or during either the three (3) month or one (1) year
period, whichever is applicable, specified in clause (b) below and at a
time when such director was entitled to exercise an Option or Right as
herein provided, the legal representative of such director, or such
person who acquired such Option or Right by bequest or inheritance or
by reason of the death of the director, may, not later than one (1)
year from the date of death, exercise such Option or Right, to the
extent not theretofore exercised, in respect of any or all of such
number of Shares as specified by the Board or Committee in such Option
or Right; and
(b) if the service of any director to whom such Option or
Right shall have been granted shall terminate by reason of the
director's retirement (at such age or upon such conditions as shall be
specified by the Board), disability (as described in Section 22(e)(3)
of the Code) or removal other than for cause (as defined below), and
while such director is entitled to exercise such Option or Right as
herein provided, such director shall have the right to exercise such
Option or Right so granted, to the extent not theretofore exercised, in
respect of any or all of such number of Shares as specified by the
Board or Committee in such Option or Right, at any time up to and
including (i) three (3) months after the date of such termination of
service in the case of termination by reason of retirement or removal
other than for cause and (ii) one (1) year after the date of
termination of service in the case of termination by reason of
disability.
If a director voluntarily terminates his or her service, or is
discharged for cause, any Option or Right granted hereunder shall, unless
otherwise specified by the Board or Committee in the Option or Right, forthwith
terminate with respect to any unexercised portion thereof.
If an Option or Right granted hereunder shall be exercised by the legal
representative of a deceased or disabled director or former director, or by a
person who acquired an Option or Right granted hereunder by bequest or
inheritance or by reason of death of any director or former director, written
notice of such exercise shall be accompanied by a certified copy of letters
testamentary or equivalent proof of the right of such legal representative or
other person to exercise such Option or Right.
5
<PAGE> 6
For the purposes of the Plan, the term "for cause" shall mean (i) with
respect to a director who is party to a written agreement with, or,
alternatively, participates in a compensation or benefit plan of the Company or
a subsidiary corporation or parent corporation of the Company, which agreement
or plan contains a definition of "for cause" or "cause" (or words of like
import) for purposes of termination of service thereunder, "for cause" or
"cause" as defined in the most recent of such agreements or plans, or (ii) in
all other cases, as determined by the Board in its sole discretion, (a) the
willful commission by a director of a criminal or other act that causes or
probably will cause substantial economic damage to the Company or a subsidiary
corporation or parent corporation of the Company or substantial injury to the
business reputation of the Company or a subsidiary corporation or parent
corporation of the Company; (b) the commission by a director of an act of fraud
in the performance of such director's duties on behalf of the Company or a
subsidiary corporation or parent corporation of the Company; or (c) the
continuing willful failure of a director to perform the duties of such director
to the Company or a subsidiary corporation or parent corporation of the Company
(other than such failure resulting from the director's incapacity due to
physical or mental illness) after written notice thereof (specifying the
particulars thereof in reasonable detail) and a reasonable opportunity to be
heard and cure such failure are given to the director by the Board or the
Committee. For purposes of the Plan, no act, or failure to act, on the
director's part shall be considered "willful" unless done or omitted to be done
by the director not in good faith and without reasonable belief that the
director's action or omission was in the best interest of the Company or a
subsidiary corporation or parent corporation of the Company.
In the event of the complete liquidation or dissolution of a subsidiary
corporation, or in the event that the Company ceases to own, directly or
indirectly, stock possessing 50% or more of the total combined voting power of
all classes of stock of such corporation, any unexercised Options or Rights
theretofore granted to any person who served as a director of such subsidiary
corporation will be deemed canceled unless such person serves on the Board or
board of directors of any parent corporation or another subsidiary corporation
after the occurrence of such event. In the event an Option or Right is to be
canceled pursuant to the provisions of the previous sentence, notice of such
cancellation will be given to each director holding unexercised Options or
Rights and such holder will have the right to exercise such Options or Rights in
full (without regard to any limitation set forth or imposed pursuant to Article
VII) during the 30 day period following notice of such cancellation.
Notwithstanding anything to the contrary contained in this Article XI,
in no event, however, shall any person be entitled to exercise any Option or
Right after the expiration of the period of exercisability of such Option or
Right as specified therein.
XII. ADJUSTMENT OF SHARES; EFFECT OF CERTAIN TRANSACTIONS
----------------------------------------------------------
In the event of any change in the outstanding Shares through merger,
consolidation, reorganization, recapitalization, stock dividend, stock split,
split-up, split-off, spin-off, combination of shares, exchange of shares, or
other like change in capital structure of the Company, the Board or Committee
shall make such adjustment to each outstanding Option and Right that it, in its
sole discretion, deems appropriate. The term "Shares" after any such change
shall refer to the securities, cash and/or property then receivable upon
exercise of an Option or Right. In addition, in the event of any such change,
the Board or Committee shall make any further adjustment as may be appropriate
to the maximum number of Shares which may be acquired under the Plan pursuant to
the exercise of Options and Rights, the maximum number of Shares which may be so
acquired by one director and the number of Shares and prices per Share subject
to outstanding Options and Rights as shall be equitable to prevent dilution or
enlargement of rights under such Options or Rights, and the determination of the
Board or Committee as to these matters shall be conclusive.
In the event of a "change in control" of the Company, all then
outstanding Options and Rights shall immediately become exercisable. For
purposes of the Plan, a "change in control" of the Company occurs if: (a) any
"Person" (as such term is used in Sections 13(d) and 14(d)(2) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of securities of the Company representing (i) 50% or more of the
combined voting power of the Company's then-outstanding securities; or (ii) 25%
or more but less than 50% of the combined voting power of the Company's then
outstanding securities if such transaction(s) giving rise to such beneficial
ownership are not approved by the Board; or (b) at any time a majority of the
members of the Bard has been elected or designated by any Person; or (c) the
Board shall approve a sale of all or substantially all of the assets, the result
of which would be the occurrence of any event described in clause (a) or (b)
above.
6
<PAGE> 7
The Board or Committee, in its discretion, may determine that, upon the
occurrence of a transaction described in the preceding paragraph, each Option or
Right outstanding hereunder shall terminate within a specified number of days
after notice to the holder, and such holder shall receive, with respect to each
Share subject to such Option or Right, cash in an amount equal to the excess of
the fair market value of such Shares immediately prior to the occurrence of such
transaction over the exercise price per share of such Option or Right.
XIII. RIGHT TO TERMINATE EMPLOYMENT
------------------------------------
The Plan shall not impose any obligation on the Company or on any
subsidiary corporation or parent corporation thereof to continue the service of
any holder of Options or Rights and it shall not impose any obligation on the
part of any holder of Options or Rights to remain in the service of the Company
or of any subsidiary corporation or parent corporation thereof.
XIV. PURCHASE FOR INVESTMENT
-----------------------------
Except for hereinafter provided, the Board or Committee may require a
director, as a condition upon exercise of any Option or Right granted hereunder,
to execute and deliver to the Company (a) stock powers with respect to Shares
underlying a particular Option or Right and required to be held by a custodian,
and (b) a written statement, in form satisfactory to the Board or Committee in
which the director represents and warrants that Shares are being acquired for
such person's own account for investment only and not with a view to the resale
or distribution thereof. The director shall, at the request of the Board or
Committee, be required to represent and warrant in writing that any subsequent
resale or distribution of Shares by the director shall be made only pursuant to
either (i) a Registration Statement on an appropriate form under the Securities
Act of 1933, as amended (the "Securities Act"), which Registration Statement has
become effective and is current with regard to the Shares being sold, or (ii) a
specific exemption from the registration requirements of the Securities Act, but
in claiming such exemption the director shall, prior to any offer of sale or
sale of such Shares, obtain a prior favorable written opinion of counsel, in
form and substance satisfactory to counsel for the Company, as to the
application of such exemption thereto. The foregoing restriction shall not apply
to (i) issuances by the Company so long as the Shares being issued are
registered under the Securities Act and a prospectus in respect thereof is
current or (ii) re-offerings of Shares by affiliates of the Company (as defined
in Rule 405 or any successor rule or regulation promulgated under the Securities
Act) if the Shares being re-offered are registered under the Securities Act and
a prospectus in respect thereof is current.
XV. ISSUE OF CERTIFICATES, LEGENDS, PAYMENT OF EXPENSES
--------------------------------------------------------
Upon any exercise of an Option or Right which may be granted hereunder
and, in the case of an Option, payment of the purchase price, a certificate or
certificates for the Shares shall be issued by the Company in the name of the
person exercising the Option or Right and shall be delivered to or upon the
order of such person.
The Company may endorse such legend or legends upon the certificates
for Shares issued pursuant to the Plan and may issue such "stop transfer"
instructions to its transfer agent in respect of such Shares as, in its
discretion, it determines to be necessary or appropriate to (i) prevent a
violation of, or to perfect an exemption from, the registration requirements of
the Securities Act, (ii) implement the provisions of the Plan and any agreement
between the Company and the optionee or grantee with respect to such Shares.
The Company shall pay all issue or transfer taxes with respect to the
issuance of transfer of Shares, as well as all fees and expenses necessarily
incurred by the Company in connection with such issuance or transfer, except
fees and expenses which may be necessitated by the filing or amending of a
Registration Statement under the Securities Act, which fees and expenses shall
be borne by the recipient of the Shares unless such Registration Statement has
been filed by the Company for its own corporate purposes (and the Company so
states) in which event the recipient of the Shares shall bear only fees and
expenses as are attributable solely to the inclusion of the Shares he or she
receives in the Registration Statement.
All Shares issued as provided herein shall be fully paid and
non-assessable to the extent permitted by law.
7
<PAGE> 8
XVI. LISTING OF SHARES AND RELATED MATTERS
-------------------------------------------
The Board or Committee may delay any award, issuance or delivery of
Shares if it determines that listing, registration or qualification of Shares or
the consent or approval of any governmental regulatory body is necessary or
desirable as a condition of, or in connection with, the sale or purchase of
Shares under the Plan, until such listing, registration, qualification, consent
or approval shall have been effected or obtained, or otherwise provided for,
free of any conditions not acceptable to the Committee.
XVII. AMENDMENT OF THE PLAN
----------------------------
The Board or the Committee, as the case may be, may, from time to time,
amend the Plan, provided that no amendment shall be made, without the approval
of the stockholders of the Company, that will (i) increase the total number of
Shares reserved for Options under the Plan (other than an increase resulting
from an adjustment provided for in Article XII), (ii) reduce the exercise price
of any Option granted hereunder below the price required by Article V, (iii)
modify the provisions of the Plan relating to eligibility, or (iv) materially
increase the benefits accruing to participants under the Plan. The rights and
obligations under any Option or Right granted before amendment of the Plan or
any unexercised portion of such Option or Right shall not be adversely affected
by amendment of the Plan, Option or Right without the consent of the holder of
such Option or Right.
XVIII. TERMINATION OR SUSPENSION OF THE PLAN
---------------------------------------------
The Board may at any time suspend or terminate the Plan. The Plan,
unless sooner terminated by action of the Board, shall terminate at the close of
business on the Termination Date. Options and Rights may not be granted while
the Plan is suspended or after it is terminated. Rights and obligations under
any Option or Right granted while the Plan is in effect shall not be altered or
impaired by suspension or termination of the Plan, except upon the consent of
the person to whom the Option or Right was granted. The power of the Board or
Committee to construe and administer any Options or Rights granted prior to the
termination or suspension of the Plan under Article III nevertheless shall
continue after such termination or during such suspension.
XIX. GOVERNING LAW
-------------------
The Plan, such Options and Rights as may be granted thereunder and all
related matters shall be governed by, and construed and enforced in accordance
with, the laws of the State of Delaware from time to time obtaining.
XX. PARTIAL INVALIDITY
-----------------------
The invalidity or illegibility of any provision hereof shall not be
deemed to affect the validity of any other provision.
XXI. EFFECTIVE DATE
--------------------
The Plan shall become effective at 5:30 P.M., New York City Time, on
the Effective Date.
8
<PAGE> 1
Exhibit 21.0
SUBSIDIARIES OF THE COMPANY
<TABLE>
<CAPTION>
NAME LOCATION STATE OF INCORPORATION
- ---- -------- ----------------------
<S> <C> <C>
American Telephone Wiring Company Charleston, West Virginia, USA West Virginia
Associated Network Solutions, Inc. St. Petersburg, Florida, USA Florida
ATIMCO Network Services, Inc. Pittsburgh, Pennsylvania, USA Pennsylvania
BBOX Holding Company Wilmington, Delaware, USA Delaware
BB Technologies, Inc. Wilmington, Delaware, USA Delaware
Black Box of Pennsylvania Lawrence, Pennsylvania, USA Delaware
South Hills Holdings, Inc. Pittsburgh, Pennsylvania, USA Delaware
Midwest Communications Technologies, Inc. Columbus, Ohio Ohio
Wakefield Electronics Group Inc. Pittsburgh, Pennsylvania, Delaware
(South Hills Datacomm) USA
Alpeco International Foreign Sales Corporation Bridgetown, Barbados
Alpeco Puerto Rico, Inc. San Juan, Puerto Rico
Black Box Australia Pty, Ltd. Croydon VIC, Australia
Black Box Canada Corporation Ontario, Canada
Black Box Catalog New Zealand Limited Wellington, New Zealand
Black Box Catalogue, Ltd. Reading, England
Black Box Communication SANV Zaventum, Belgium
Black Box Datacom, B.V. Utrecht, Netherlands
Black Box de Mexico, S.A. de C.V. Mexico City, Mexico
Black Box Deutschland GmbH Munich, Germany
Black Box do Brazil Industria e Comercio Ltda. Sao Paulo, Brazil
Black Box France, S.A. Rungis, France
Black Box Foreign Sales Corporation St. Thomas, U.S.V.I.
Black Box Italia, SpA Vimodrone, Italy
Black Box Japan Kabushiki Kaisha Tokyo, Japan
Datacom Black Box Services AG Altendorf, Switzerland
Datacom Black Box Holding, AG Zug, Switzerland
South Hills Datacomm Chile, S.A. Santiago, Chile
South Hills Datacomm, Ltda Bogota, Columbia
South Hills Datacomm Venezuela Caracas, Venezuela
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM BLACK BOX
CORPORATION'S FORM 10-Q FOR THE FISCAL QUARTER ENDED SEPTEMBER 30, 1998 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1999
<PERIOD-START> JUL-01-1998
<PERIOD-END> SEP-30-1998
<CASH> 3,444
<SECURITIES> 0
<RECEIVABLES> 54,274
<ALLOWANCES> 3,298
<INVENTORY> 34,318
<CURRENT-ASSETS> 100,752
<PP&E> 32,890
<DEPRECIATION> 16,447
<TOTAL-ASSETS> 211,453
<CURRENT-LIABILITIES> 36,446
<BONDS> 16,894
0
0
<COMMON> 17
<OTHER-SE> 148,343
<TOTAL-LIABILITY-AND-EQUITY> 211,453
<SALES> 79,130
<TOTAL-REVENUES> 79,130
<CGS> 40,534
<TOTAL-COSTS> 40,534
<OTHER-EXPENSES> 11
<LOSS-PROVISION> 222
<INTEREST-EXPENSE> 100
<INCOME-PRETAX> 14,453
<INCOME-TAX> 5,689
<INCOME-CONTINUING> 8,764
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 8,764
<EPS-PRIMARY> 0.51
<EPS-DILUTED> 0.49
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM BLACK BOX
CORPORATION'S FORM 10-Q FOR THE FISCAL QUARTER ENDED JUNE 30, 1998 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1999
<PERIOD-START> APR-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 10,936
<SECURITIES> 0
<RECEIVABLES> 47,427
<ALLOWANCES> 2,442
<INVENTORY> 32,713
<CURRENT-ASSETS> 96,791
<PP&E> 29,282
<DEPRECIATION> 15,524
<TOTAL-ASSETS> 182,234
<CURRENT-LIABILITIES> 33,732
<BONDS> 83
0
0
<COMMON> 17
<OTHER-SE> 137,595
<TOTAL-LIABILITY-AND-EQUITY> 182,234
<SALES> 73,096
<TOTAL-REVENUES> 73,096
<CGS> 36,911
<TOTAL-COSTS> 36,911
<OTHER-EXPENSES> (77)
<LOSS-PROVISION> 205
<INTEREST-EXPENSE> 183
<INCOME-PRETAX> 13,685
<INCOME-TAX> 5,401
<INCOME-CONTINUING> 8,284
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 8,284
<EPS-PRIMARY> 0.48
<EPS-DILUTED> 0.46
</TABLE>
