UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarterly Period Ended April 2, 1995
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[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number 1-4184
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MATEC Corporation
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(Exact name of registrant as specified in its charter)
Delaware 06-0737363
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(State or other jurisdiction of (I.R.S Employer
incorporation or organization) Identification Number)
75 South St., Hopkinton, Massachusetts 01748
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(Address of principal executive offices) (Zip Code)
(508) 435-9039
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(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
--- ---
As of May 10, 1995, the number of shares outstanding of Registrant's
Common Stock, par value $.05 was 2,764,550.
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MATEC Corporation
Index
Page
----
PART I. FINANCIAL INFORMATION
Consolidated Condensed Balance Sheets -
April 2, 1995 and December 31, 1994 ..................... 3
Consolidated Statements of Operations -
Three Months Ended April 2, 1995 and April 3, 1994 ...... 4
Consolidated Condensed Statements of Cash Flows -
Three Months Ended April 2, 1995 and April 3, 1994 ...... 5
Notes to Consolidated Condensed Financial Statements ..... 6-7
Management's Discussion and Analysis of Financial
Condition and Results of Operations ..................... 8-10
PART II. OTHER INFORMATION
Item 4 - Submission of Matters to a Vote of
Security Holders ................................ 11
Item 6 - Exhibits and Reports on Form 8-K ................ 11
Signatures ..................................................... 12
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
MATEC Corporation and Subsidiaries
Consolidated Condensed Balance Sheets
(In thousands, except share data) (Unaudited)
4/2/95 12/31/94
-------- --------
ASSETS
Current assets:
Cash and cash equivalents .................... $ 569 $ 544
Receivables, net ............................. 4,404 4,852
Inventories .................................. 5,697 5,629
Deferred income taxes and other current assets 1,213 1,145
------- -------
Total current assets ....................... 11,883 12,170
------- -------
Property, plant and equipment, at cost ......... 17,889 17,474
Less accumulated depreciation ................ 11,221 10,887
------- -------
6,668 6,587
Marketable equity securities ................... 1,617 1,552
Other assets ................................... 147 139
------- -------
$20,315 $20,448
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable ................................ $ 2,073 $ 915
Current portion of long-term debt ............ 223 223
Accounts payable ............................. 1,796 3,152
Accrued liabilities .......................... 1,406 1,375
Income taxes ................................. 314 326
------- -------
Total current liabilities .................. 5,812 5,991
------- -------
Deferred income taxes .......................... 1,150 1,124
Long-term debt ................................. 404 428
Stockholders' equity:
Preferred stock, $1.00 par value-
Authorized 1,000,000 shares; issued none .... - -
Common stock, $.05 par value-
Authorized 10,000,000 shares;
Issued 3,793,695 shares ..................... 190 190
Capital surplus .............................. 6,374 6,374
Retained earnings ............................ 10,732 10,727
Net unrealized gain on marketable
equity securities ........................... 871 832
Treasury stock at cost, 1,029,145 shares ..... (5,218) (5,218)
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Total stockholders' equity ................. 12,949 12,905
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$20,315 $20,448
======= =======
See notes to consolidated condensed financial statements.
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MATEC Corporation and Subsidiaries
Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)
Three Months Ended
4/2/95 4/3/94
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Net sales ............................ $ 6,319 $ 5,686
Cost of sales ........................ 4,501 4,096
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Gross profit ....................... 1,818 1,590
Operating expenses:
Selling and administrative ......... 1,600 1,588
Research and development ........... 112 239
------- -------
1,712 1,827
Operating profit (loss) .............. 106 (237)
Other income (expense), net .......... (98) (16)
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Earnings (loss) before income taxes .. 8 (253)
Income (tax) credit .................. (3) 86
------- -------
Net earnings (loss) .................. 5 (167)
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Earnings (loss) per share ............ $ .00 $ (.06)
====== ======
Average shares outstanding ........... 2,765 2,765
===== =====
Cash dividends per share ............. $ - $ -
===== =====
See notes to consolidated condensed financial statements.
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MATEC Corporation and Subsidiaries
Consolidated Condensed Statements of Cash Flows
(In thousands)
(Unaudited)
Three Months Ended
4/2/95 4/3/94
-------- --------
Cash flows from operating activities:
Net earnings (loss) .............................. $ 5 $ (167)
Adjustments to reconcile net earnings (loss) to
net cash provided (used) by operating activities:
Non-cash items ................................. 341 227
Changes in operating assets and liabilities .... (1,275) (756)
------- -------
Net cash (used) by operating activities (929) (696)
- - - - - - ----------------------------------------------------------------------
Cash flows from investing activities:
Capital expenditures, net ........................ (415) (276)
Purchase of marketable equity securities ......... - (150)
Collection of amount due from sale of
discontinued operations ......................... 250 155
Other, net........................................ (15) (7)
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Net cash (used) by investing activities (180) (278)
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Cash flows from financing activities:
Net borrowings (repayments) under line of credit . 1,158 -
Payments on long-term debt ....................... (24) (24)
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Net cash provided (used) by financing activities 1,134 (24)
- - - - - - ----------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents 25 (998)
Cash and cash equivalents:
Beginning of period .............................. 544 2,222
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End of period .................................... $ 569 $ 1,224
======= =======
See notes to consolidated condensed financial statements.
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MATEC Corporation and Subsidiaries
Notes to Consolidated Condensed Financial Statements
1. Financial Presentation:
The interim financial statements are unaudited but, in the opinion of
management, reflect all adjustments necessary for fair presentation of
results for such periods. The results of operations for any interim
period are not necessarily indicative of results for the full year.
The accounting policies followed by the Company are set forth
in Note 1 to the Company's financial statements in the 1994 MATEC
Corporation and Subsidiaries Annual Report which is incorporated by
reference in Form 10-K for the year ended December 31, 1994.
2. Inventories:
Inventories consist of the following (in thousands):
4/2/95 12/31/94
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Raw materials ....................... $ 2,858 $ 3,007
Work in process ..................... 788 698
Finished goods ...................... 2,051 1,924
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$ 5,697 $ 5,629
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Inventories of $2,587,000 in 1995 and $2,752,000 in 1994 are
determined by the LIFO method.
3. Receivables, net:
Receivables, net of allowances, consist of the following (in
thousands):
4/2/95 12/31/94
------- --------
Accounts receivable, less allowance for
doubtful accounts of $222,000 and $199,000 $4,404 $4,602
Amount due on the sale
of Alloy Surfaces Co., Inc. .............. - 250
------ ------
$4,404 $4,852
====== ======
4. Income Taxes:
The Company's estimated effective tax rate for 1995 is 38% compared
to 34% in 1994. The lower rate in 1994 is primarily due to the limited
state tax benefit of losses.
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5. Subsequent Event:
On April 12, 1995, the Company obtained $2 million in term debt
financing from a financial institution. Part of the proceeds of the note
were used to payoff the $1,449,000 outstanding balance under the
Company's $2 million line of credit arrangement. The remaining proceeds
will be used for general corporate purposes.
The note is due June 30, 2000 with interest at 10% payable quarterly
and is secured by all the Company's assets, except for real estate,
marketable equity securities, and certain specific equipment. The note
agreement includes covenants covering debt to equity and interest expense
ratios and restrictions as to the amount of total debt, dividends and
capital stock repurchases. Under the note agreement, the lender will
subordinate its security interest for up to $4 million in debt, with
corresponding increases in interest rates based on the subordination
amounts.
As part of the debt financing agreement, the Company issued the
lender transferable common stock warrants to purchase 85,000 shares of
the Company's common stock at $4.75 per share. The warrants expire on
June 30, 2000.
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Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Financial Condition
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Cash and cash equivalents increased $25,000 during the three months
ended April 2, 1995. The Company also borrowed $1,158,000 under its
$2,000,000 line of credit arrangement. The main uses of the proceeds
from the short-term borrowings were operations ($929,000) and capital
expenditures ($415,000). A reduction in accounts payable of $1,356,000
offset in part by a $198,000 reduction in trade accounts receivable
accounted for the main use of cash for operations.
The Company spent $415,000 on capital expenditures during the three
months ended April 2, 1995. Machinery and equipment additions in the
steel cable segment ($338,000) accounted for the majority of these
expenditures. These additions are geared toward adding new and upgrading
existing production capabilities and processes within this segment.
On April 12, 1995, the Company obtained $2 million of term debt due
on June 30, 2000 and paid off the outstanding balance ($1,449,000) under
its $2 million line of credit arrangement. Management believes that
based on its $1 million line of credit arrangement, the $2 million term
debt noted above, the current working capital, and the expected cash
flows from operations its resources are sufficient to meet its financial
needs in 1995 including a remaining capital expenditures budget of
$1,285,000.
Results of Operations
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Net sales for the quarter ended April 2, 1995 increased $633,000
(11%) over the comparable period in 1994. The electronics and
instruments segments reported sales increases of $641,000 (32%) and
$166,000 (14%), respectively, over last year, offset in part by a
$174,000 (7%) sales reduction in the steel cable segment.
Electronics
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All product lines reported significant sales gains over the first
quarter of 1994. A majority of the sales increase was attributable to
higher sales to both OEM and contract manufacturers in the
telecommunications market and to the distributor markets.
Instruments
-----------
During the quarter ended, sales in all three product areas increased
over 1994. Sales to the non-destructive testing/evaluation market
generated the majority of the sales increase as a result of higher sales
of custom test systems for high pressure gas cylinders.
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Steel Cable
-----------
While overall sales to most markets remained level with or increased
slightly over 1994, the sales decline from 1994 was mainly attributable
to significantly lower sales of assembly products to the fitness
equipment market.
Gross Profit
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During the quarter ended April 2, 1995, gross profit increased 14%
over 1994 and the overall gross profit percentage increased from 28% in
1994 to 29% in 1995. The electronics segment reported an increase in its
gross profit percentage, partially offset by a lower overall margin in
the instruments segment. During these periods, the gross profit
percentage remained equal in the steel cable segment.
The 9% increase in the gross profit percentage in the electronics
segment was mainly due to the favorable effects of allocating the fixed
overhead expenses over the increased sales level, increased sales of
internally manufactured products which produce a higher margin than that
from the resale of imported products and product yield improvements. The
overall margin rate in the instrument segment declined 6% from 1994.
Higher occupancy costs due to increased space requirements of the segment
and increased personnel costs due to additional employees were the main
factors contributing to the lower overall margin rate. While sales
declined 7% in the steel cable segment, the gross profit margin remained
constant mainly due to a decrease in raw material costs attributable to
the product mix.
Operating Expenses
- - - - - - ------------------
Total selling and administrative expenses remained level with 1994
and research and development costs decreased $127,000 (53%) from 1994.
The decrease in research and development is attributable to lower
expenses as product and process development projects in both the
instruments and electronics segments were completed in 1994.
Other Income (Expense), net
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Other income (expense), net includes the following items:
1995 1994
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(in thousands)
Interest expense ........... $ (82) $ (1)
Real estate operations ..... (23) (23)
Interest income ............ 5 8
Other, net ................. 2 -
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$ (98) $ (16)
====== ======
The increase in interest expense is attributable to higher levels of
short-term borrowings in 1995.
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The Company reported an operating profit of $106,000 in 1995 versus
an operating loss of $237,000 in 1994. Non-operating expenses increased
$82,000 over 1994 mainly due to increased interest expense. As a result,
the Company reported a pre-tax profit of $8,000 in 1995 compared to a
pre-tax loss of $253,000 in 1994. The improvement in the operating
performance from 1994 to 1995 is mainly attributable to the higher sales
level, the increased gross profit percentage, and the decrease in
operating expenses. The Company expects to see continuing improvements
in operating performance during 1995 based on projected increased sales
resulting from both the Company's sales of new products developed in
recent years and in sales, product promotion and customer service geared
toward increasing market share.
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PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
The Annual Meeting of Stockholders was held on April 26, 1995
to consider and vote on the election of seven directors.
Stockholders cast votes for the election of directors as
follows:
Nominee "For" "Withheld"
------------------ --------- ----------
Eli Fleisher 2,258,942 8,224
Robert B. Gill 2,259,069 8,097
Lawrence Holsborg 2,258,994 8,172
John J. McArdle III 2,259,017 8,149
Joseph W. Tiberio 2,259,031 8,135
Robert W. Valpey 2,258,698 8,468
Ted Valpey, Jr. 2,258,636 8,530
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
3. (b) Amendment to Article III, Section 1 of the By-Laws
adopted April 26, 1995. Filed herein, beginning on
page 13.
3. (c) By-Laws. Filed herein, beginning on page 14.
4. Each instrument which defines the rights of holders
of long-term debt of Registrant and its subsidiaries
under which the amount authorized does not exceed
10% of total assets of Registrant and subsidiaries
on a consolidated basis has not been filed as an
exhibit to this Form 10-Q. Registrant hereby
undertakes and agrees to furnish a copy of each
instrument to the Securities and Exchange Commission
upon request.
11. Statement re Computation of Per Share Earnings.
Filed herein, beginning on page 23.
27. Financial Data Schedule. Filed for electronic
purposes only.
(b) Reports on Form 8-K - None
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SIGNATURES
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.
MATEC Corporation
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Date: May 15, 1995 By /s/ Robert B. Gill
---------------------------------
Robert B. Gill,
President and Chief Executive
Officer
Date: May 15, 1995 By /s/ Michael J. Kroll
---------------------------------
Michael J. Kroll,
Vice President and Treasurer
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<PAGE>
Exhibit 3.(b)
ARTICLE III
DIRECTORS
Section 1. Number, Qualification and Term. The property and
business of the Corporation shall be managed by its Board of
Directors consisting of not less than Five (5) nor more than Thirteen
(13) persons. The number of directors constituting the entire Board
shall be Seven (7); provided, however, that from time to time, such
number may be decreased to not less than Five (5) or increased to not
more than Thirteen (13) persons by amendment of this section of the
By-laws by a majority of the entire Board of Directors. Directors
need not be stockholders. They shall be elected at the Annual
Meeting of Stockholders and each director shall be elected to serve
until his successor shall be elected and shall qualify.
<PAGE>
Exhibit 3.(c)
MATEC Corporation
By-Laws
ARTICLE I
OFFICES
Section 1. Offices. The Corporation shall maintain a registered
office in Delaware. The Corporation may maintain such other offices
and keep its books, documents and records at such other places both
within and without the State of Delaware as the Board of Directors
may from time to time determine or the business of the Corporation
may require.
ARTICLE II
STOCKHOLDERS
Section 1. Place of Meetings. Meetings of stockholders for all
purposes shall be held at such place within or without the State of
Delaware as shall be determined by the Board of Directors.
Section 2. Annual Meetings. Annual meetings of stockholders shall
be held on the last Wednesday in April, in each year, if not a legal
holiday, and if a legal holiday, then on the next secular day
following, or on such other day as shall be fixed by the Board of
Directors and stated in the notice of the meeting, when stockholders
shall elect by a plurality vote a Board of Directors, and transact
such other business as may properly be brought before the meeting.
The annual meeting shall be held at a time determined by the Board of
Directors and stated in the notice of the meeting.
Section 3. Notice of Annual Meeting. Written or printed notice of
the annual meeting stating the place, date and hour of the meeting
shall be delivered not less than ten nor more than sixty days before
the date of the meeting, by mail, by or at the direction of the chief
executive officer, the Secretary, or the officer or persons calling
the meeting, to each stockholder of record entitled to vote at such
meeting.
Section 4. Special Meetings. Special meetings of the stockholders,
for any purpose or purposes, unless otherwise prescribed by statute
or by the Certificate of Incorporation, may be called by the chief
executive officer or the Board of Directors. The business transacted
at any special meeting of stockholders shall be limited to the
purposes stated in the notice of the meeting.
<PAGE>
Section 5. Notice of Special Meetings. Written or printed notice of
a special meeting stating the place, date and hour of the meeting and
the purpose or purposes for which the meeting is called, shall be
delivered not less than ten nor more than sixty days before the date
of the meeting, by mail, by or at the direction of the chief
executive officer, the Secretary, or the officer or persons calling
the meeting, to each stockholder of record entitled to vote at such
meeting. The notice shall also indicate that it is being issued by,
or at the direction of, the person calling the meeting.
Section 6. Quorum. The holders of a majority of the shares issued
and outstanding and entitled to vote, represented in person or by
proxy, shall constitute a quorum at all meetings of the stockholders
for the transaction of business except as otherwise provided by
statute or by the Certificate of Incorporation. If, however, such
quorum shall not be present or represented at any meeting of the
stockholders, the stockholders present in person or represented by
proxy shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum
shall be present or represented. At such adjourned meeting at which
a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as
originally noticed.
Section 7. Voting. At any meeting of stockholders each outstanding
share having voting power shall be entitled to one vote on each
matter submitted to a vote. A stockholder may vote either in person
or by proxy executed in writing by the stockholder or by his duly
authorized attorney-in-fact. All elections shall be determined by
plurality vote, and except as otherwise provided by statute or in the
Certificate of Incorporation, all other matters shall be determined
by vote of a majority of the shares present or represented at such
meeting and voting on such matters.
Section 8. Inspectors of Election. The Board of Directors in
advance of any meeting of stockholders may appoint one or more
inspectors to act at the meeting or any adjournment thereof. If
inspectors are not so appointed, the person presiding at a meeting of
stockholders may, and, on the request of any stockholder entitled to
vote thereat, shall appoint one or more inspectors. In case any
person appointed as inspector fails to appear or act, the vacancy may
be filled by the Board of Directors in advance of the meeting or at
the meeting by the person presiding thereat. Each inspector, before
entering upon the discharge of his duties shall take and sign an oath
faithfully to execute the duties of inspector at such meeting with
strict impartiality and according to the best of his ability.
Section 9. List of Stockholders. A list of stockholders as of the
record date, certified by the officer of the Corporation responsible
for its preparation or by the transfer agent, shall be produced at
any meeting of stockholders upon the request thereat or prior thereto
of any stockholder. If the right to vote at any meeting is
challenged, the inspectors of election, or person presiding thereat
shall require such list of stockholders to be produced as evidence of
the right of the persons challenged to vote at such meeting, and all
persons who appear from such list to be stockholders entitled to vote
thereat may vote at such meeting.
<PAGE>
ARTICLE III
DIRECTORS
Section 1. Number, Qualification and Term. The property and
business of the Corporation shall be managed by its Board of
Directors consisting of not less than Five (5) nor more than Thirteen
(13) persons. The number of directors constituting the entire Board
shall be Seven (7); provided, however, that from time to time, such
number may be decreased to not less than Five (5) or increased to not
more than Thirteen (13) persons by amendment of this section of the
By-laws by a majority of the entire Board of Directors. Directors
need not be stockholders. They shall be elected at the Annual
Meeting of Stockholders and each director shall be elected to serve
until his successor shall be elected and shall qualify.
Section 2. Removal. Any or all of the directors may be removed for
cause at any time by the vote of the stockholders.
Section 3. Vacancies. Newly created directorships resulting from an
increase in the Board of Directors and all vacancies occurring in the
Board of Directors, except vacancies caused by removal without cause,
may be filled by a majority vote of the directors then in office,
though less than a quorum exists. A director elected to fill a
vacancy shall be elected for the unexpired portion of the term of his
predecessor in office. A director elected to fill a newly created
directorship shall serve until the next succeeding annual meeting of
stockholders and until his successor shall have been elected and
qualified.
Section 4. Additional Powers. In addition to the powers and
authorities by these By-Laws expressly conferred upon it, the Board
of Directors may exercise all such powers of the Corporation and do
all such lawful acts and things as are not by statute or by the
Certificate of Incorporation or by these By-Laws directed or required
to be exercised or done by the stockholders.
ARTICLE IV
MEETINGS OF THE BOARD OF DIRECTORS
Section 1. Place. Meetings of the Board of Directors, regular or
special, may be held either within or without the State of Delaware.
Section 2. First Meeting. The first meeting of each newly elected
Board of Directors shall be held immediately after the annual meeting
of stockholders at the same place as such meeting is held and no
notice of such meeting to the newly elected directors shall be
necessary in order legally to constitute the meeting provided a
quorum shall be present, or it may convene at such place and time as
shall be specified in a notice given as hereinafter provided for
special meetings of the Board of Directors, or as shall be specified
in a duly executed waiver of notice thereof.
Section 3. Regular Meetings. Regular meetings of the Board of
Directors may be held upon such notice, or without notice, and at
such time and at such place as shall from time to time be determined
by the Board.
<PAGE>
Section 4. Special Meetings. Special meetings of the Board of
Directors may be called by the chief executive officer on written
notice to each director, deposited in the United States mail no later
than the third calendar day preceding the meeting date or delivered
by hand or to the telegraph company no later than the first calendar
day preceding the meeting date; special meetings shall be called by
the chief executive officer or Secretary in like manner and on like
notice on the written request of two directors.
Section 5. Quorum. A majority of the entire Board of Directors
shall constitute a quorum for the transaction of business unless a
greater or lesser number is required by law or by the Certificate of
Incorporation. The vote of a majority of the directors present at
any meeting at which a quorum is present shall be the act of the
Board of Directors, unless the vote of a greater number is required
by law or by the Certificate of Incorporation. If a quorum shall not
be present at any meeting of directors, the directors present may
adjourn the meeting from time to time. Notice of any such
adjournment shall be given to any director who was not present at the
time of such adjournment and unless announced at the meeting to the
other directors.
Section 6. Consent in Lieu of Meeting. Any action required or
permitted to be taken by the Board of Directors or any committee
thereof may be taken without a meeting if all members of the Board or
the committee consent in writing to the adoption of a resolution
authorizing the action. The resolution and the written consents
thereto by the members of the Board or committee shall be filed with
the minutes of the proceedings of the Board or committee.
Section 7. Telephone Participation at Meetings. Any one or more of
the Board of Directors or any committee thereof may participate in a
meeting of the Board of Directors or of such committee by means of
conference telephone or similar communications equipment allowing all
persons participating in the meeting to hear each other at the same
time. Participation in a meeting by such means shall constitute
presence in person at a meeting.
ARTICLE V
COMMITTEES
Section 1. Committees. The Board of Directors, by resolution
adopted by a majority of the entire board, may designate, from among
its members, an executive committee and other committees consisting
of three or more directors, which, to the extent provided in the
resolution, shall have all the authority of the Board, except as
otherwise required by law. Vacancies in the membership of such
committees shall be filled by the Board of Directors at a regular or
special meeting. Such committees shall keep regular minutes of its
proceedings and report the same to the Board when required.
Subject to the provisions of these By-Laws, the executive
committee and each other committee shall fix its own rules of
procedure and shall meet as provided by such rules or by resolution
of the Board of Directors and it shall also meet at the call of the
Chairman of the Board or President of the Corporation or any two
members of such committee. A majority of the executive committee and
of each other committee shall constitute a quorum for the transaction
of business and the vote of a majority of the members of such
committee present at any meeting at which there is a quorum shall be
the act of such committee.
<PAGE>
ARTICLE VI
NOTICES
Section 1. Form; Delivery. Whenever, under the provisions of the
statutes or of the Certificate of Incorporation or of these By-Laws,
notice is required to be given to any director or stockholder, such
notice may be given in writing, by mail, addressed to such director or
stockholder, at his address as it appears on the records of the
Corporation, with postage thereon prepaid, and such notice shall be
deemed to be given at the time when the same shall be deposited in the
United States mail. Notice to directors may also be given by
hand delivery, effective upon such delivery, or by telegram which notice
shall be deemed to have been given when delivered to the telegraph
company. Neither the business to be transacted at, nor the purpose of,
any regular or special meeting of the Board of Directors need be
specified in the notice or waiver of notice of such meeting.
Section 2. Waiver of Notice. Whenever any notice is required to be
given under the provisions of any statute or under the provisions of the
Certificate of Incorporation or these By-Laws, a waiver thereof in
writing signed by the person or persons entitled to such notice, whether
before or after the time stated therein, shall be deemed equivalent to
the giving of such notice. In addition, any stockholder attending a
meeting of stockholders in person or by proxy without protesting prior
to the conclusion of the meeting, the lack of notice thereof to him, and
any director attending a meeting of the Board of Directors without
protesting prior to the meeting or at its commencement such lack of
notice shall be conclusively deemed to have waived notice of such
meeting.
ARTICLE VII
OFFICERS AND AGENTS
Section 1. Officers. The officers of the Corporation shall be chosen
by the Board of Directors and shall be a Chairman of the Board, a
President, a Vice-President, a Secretary and a Treasurer. The Board of
Directors may also choose additional Vice-Presidents, and one or more
Assistant Secretaries and Assistant Treasurers.
Section 2. Election. The Board of Directors at its first meeting after
each annual meeting of stockholders shall choose a Chairman of the
Board, a President, one or more Vice-Presidents, a Secretary and a
Treasurer. Any two or more offices may be held by the same person.
Section 3. Additional Officers and Agents. The Board of Directors may
appoint such other officers and agents as it shall deem necessary who
shall hold their offices for such terms and shall exercise such powers
and perform such duties as shall be determined from time to time by the
Board of Directors.
Section 4. Compensation. The salaries of all officers of the
Corporation shall be fixed by the Board of Directors and the
compensation of employees and agents shall be so fixed or shall be fixed
by officers thereunto duly authorized.
<PAGE>
Section 5. Term of Office; Removal. The officers of the Corporation
shall hold office until their successors are chosen and qualify. Any
officer or agent elected or appointed by the Board of Directors may be
removed at any time with or without cause by the Board. Any vacancy
occurring in any office of the Corporation may be filled by the Board of
Directors.
Section 6. Powers and Duties of the Chairman of the Board. The
Chairman of the Board of Directors shall preside at all meetings of the
Board and all meetings of the stockholders at which he shall be present
and shall have such other powers and duties as may from time to time be
assigned to him by the Board of Directors.
Section 7. Powers and Duties of the President. The President shall be
the Chief Executive Officer of the Corporation, and shall have the
general management and superintendence of the affairs of the
Corporation, subject, however, to the control of the Board of Directors;
and in all cases where, and to the extent that, the duties of the other
officers of the Corporation are not specifically prescribed by By-Laws
or rules or regulations of the Board of Directors, the President may
prescribe such duties. He shall have general and active supervision
over the property, business and affairs of the Corporation and may sign,
execute, and deliver in the name of the Corporation deeds, mortgages,
bonds, contracts, powers of attorney, and other instruments, except in
cases where the signing and execution thereof shall be expressly
delegated by the Board of Directors or these By-Laws to some other
officer or agent of the Corporation or shall be required by law or
otherwise to be signed or executed, and may exercise any and all powers
and perform any and all duties relating to such supervision, or which
are imposed upon him by the By-Laws, or by the Board of Directors.
Subject to such limitations as the Board of Directors may from time to
time prescribe, the Chief Executive Officer shall have power to appoint
and to dismiss all such agents and employees of the Corporation who are
not officers thereof (including any appointed by the Board) as he may
deem proper, and to prescribe their duties, and subject to like
limitations, delegate to other officers of the Corporation any other of
the powers and duties conferred upon him by the By-Laws or by the Board
of Directors.
Section 8. Powers and Duties of the Vice-President. The Vice-President
shall perform the duties as may be prescribed by the Board of Directors
and subject to the chief executive officer.
Section 9. Powers and Duties of the Secretary. The Secretary shall
attend all sessions of the Board and all meetings of the stockholders
and record all votes and the minutes of all proceedings in a book to be
kept for that purpose, and shall perform like duties for any committee
of the Board when required. He shall cause to be given notice of all
meetings of stockholders and directors and shall perform such other
duties as pertain to his office. He shall keep in safe custody the seal
of the Corporation and when authorized by the Board of Directors, affix
it when required to any instrument.
<PAGE>
Section 10. Powers and Duties of the Treasurer. The Treasurer shall
have the custody of all the corporate funds and securities and shall
keep full and accurate accounts of receipts and disbursements in books
belonging to the Corporation and shall deposit all moneys and other
valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated by the Board of Directors. He
shall disburse the funds of the Corporation as may be ordered by the
Board, taking proper vouchers for such disbursements, and shall render
to the chief executive officer and directors at the regular meetings of
the Board, or whenever they may require it, an account of all his
transactions as treasurer and of the financial condition of the
Corporation.
Section 11. Powers and Duties of Other Officers. All other officers
shall have such duties and exercise such powers as generally pertain to
their respective offices and all officers shall have such other duties
and exercise such other powers as from time to time may be prescribed by
the chief executive officer or the Board of Directors.
ARTICLE VIII
SHARES
Section 1. Form; Signature. The shares of the Corporation shall be
represented by certificates signed by the President or a Vice-President
and the Secretary or an Assistant Secretary or the Treasurer or an
Assistant Treasurer of the Corporation and may be sealed with the seal
of the Corporation or a facsimile thereof. The signatures of the
officers of the Corporation upon a certificate may be facsimiles if the
certificate is countersigned by a transfer agent or registered by a
registrar other than the Corporation itself or an employee of the
Corporation. In case any officer who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be
such officer before such certificate is issued, it may be issued by the
Corporation with the same effect as if he were such officer at the date
of issue.
Section 2. Lost Certificates. The Board of Directors may authorize the
officers or agents of the Corporation to issue a new certificate in
place of any certificate theretofore issued by the Corporation alleged
to have been lost or destroyed and as a condition precedent to the
issuance thereof, may prescribe such terms and conditions as it deems
expedient, and may require such indemnities as it deems adequate to
protect the Corporation from any claim that may be made against it with
respect to any such certificate alleged to have been lost or destroyed.
Section 3. Transfer of Shares. Upon surrender to the Corporation or
the transfer agent of the Corporation of a certificate representing
shares duly endorsed or accompanied by proper evidence of succession,
assignment or authority to transfer, a new certificate shall be issued
to the person entitled thereto, and the old certificate cancelled and
the transaction recorded upon the books of the Corporation.
<PAGE>
Section 4. Fixing Record Date. For the purpose of determining
stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or to express consent to or
dissent from any proposal without a meeting, or for the purpose of
determining stockholders entitled to receive payment of any dividend
or the allotment of any rights, or for the purpose of any other
action, the Board of Directors may fix, in advance, a date as the
record date for any such determination of stockholders. Such date
shall not be more than sixty nor less than ten days before the date
of any meeting nor more than sixty days prior to any other action.
When a determination of stockholders of record entitled to notice of
or to vote at any meeting of stockholders has been made as provided
in this section, such determination shall apply to any adjournment
thereof, unless the Board fixes a new record date for the adjourned
meeting.
Section 5. Registered Stockholders. The Corporation shall be
entitled to recognize the exclusive right of a person registered on
its books as the owner of shares to receive dividends, and to vote as
such owner, and to hold liable for calls and assessments a person
registered on its books as the owner of shares, and shall not be
bound to recognize any equitable or other claim to or interest in
such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise
provided by the laws of Delaware.
ARTICLE IX
GENERAL PROVISIONS
Section 1. Dividends. Subject to the provisions of law and of the
Certificate of Incorporation relating thereto, dividends may be
declared by the Board of Directors at any regular or special meeting,
pursuant to law. Dividends may be paid in cash, the Corporation's
bonds or its property, including the shares or bonds of other
corporations, subject to any provisions of law and of the Certificate
of Incorporation.
Section 2. Reserves. Before payment of any dividend, there may be
set aside out of any funds of the Corporation available for dividends
such sum or sums as the directors from time to time, in their
absolute discretion, think proper as a reserve fund to meet
contingencies, or for equalizing dividends, or for repairing or
maintaining any property of the Corporation, or for such other
purposes as the directors shall think conducive to the interest of
the Corporation, and the directors may modify or abolish any such
reserve in the manner in which it was created.
Section 3. Checks. All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such other
person or persons as the Board of Directors may from time to time
designate.
Section 4. Fiscal Year. The fiscal year of the Corporation shall
begin on January 1st and end on December 31st of each year, unless
otherwise provided by the Board of Directors.
<PAGE>
Section 5. Seal. The corporate seal shall have inscribed thereon
the name of the Corporation, the year of its organization and the
words "CORPORATE SEAL, DELAWARE". This seal may be used by causing
it or a facsimile thereof to be impressed or affixed or in any manner
reproduced.
ARTICLE X
AMENDMENTS
Section 1. Amendments. These By-Laws may be amended or added to or
any part thereof repealed by the affirmative vote of a majority of
the votes cast by the holders of shares entitled to vote thereon at
any meeting of stockholders, the notice of which meeting includes
notice of the proposed amendment, addition or repeal; or the
affirmative vote of a majority of the directors present at the time
of the vote, if a quorum is present at such time, at any meeting of
the Board of Directors, the notice of which meeting includes notice
of the proposed amendment, addition or repeal, unless all members of
the Board of Directors are present at such meeting or unless such
notice be waived, in a writing, setting forth the proposed amendment,
addition or repeal and signed by the director entitled to such
notice.
<PAGE>
MATEC Corporation and Subsidiaries Exhibit 11
Calculation of Earnings Per Share
(amounts in thousands, except per share data)
Three Months Ended
4/2/95 4/3/94
------ ------
Net earnings (loss)................................ $ 5 $ (167)
====== ======
Calculation of primary earnings (loss) per share:
Weighted average common shares outstanding ....... 2,765 2,765
Increase from assumed exercise of stock options
and investment of proceeds in treasury stock,
based upon average market prices (A) ............ 31 -
------ -------
Average common stock and common equivalent
shares outstanding .............................. 2,796 2,765
====== =======
Net earnings (loss) per common and common
equivalent share (B) ............................ $ .00 $ (.06)
====== =======
Calculation of fully diluted earnings (loss)
per share:
Weighted average common shares outstanding ...... 2,765 2,765
Increase from assumed exercise of stock options
and investment of proceeds in treasury stock,
based upon the higher of average or quarter-end
market prices ................................... 31 20
------ -------
Average common stock and common equivalent
shares used to calculate fully diluted earnings
per share ....................................... 2,796 2,785
====== =======
Net earnings (loss) per common and common
equivalent share assuming full dilution (C) ..... $ .00 $ (.06)
====== =======
(A) In loss periods, dilutive common equivalent shares are excluded as the
effect would be anti-dilutive.
(B) Dilution from stock options is less than 3%, therefore primary earnings
per share is based on the weighted average number of shares outstanding.
(C) Dilution is less than 3%, therefore the primary basis was used for per
share calculations.
-23-
<PAGE>
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<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> APR-02-1995
<CASH> 569
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<RECEIVABLES> 4,626
<ALLOWANCES> 222
<INVENTORY> 5,697
<CURRENT-ASSETS> 11,883
<PP&E> 17,889
<DEPRECIATION> 11,221
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0
0
<OTHER-SE> 12,759
<TOTAL-LIABILITY-AND-EQUITY> 20,315
<SALES> 6,319
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<CGS> 4,501
<TOTAL-COSTS> 4,501
<OTHER-EXPENSES> 1,699
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<INTEREST-EXPENSE> 82
<INCOME-PRETAX> 8
<INCOME-TAX> 3
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