<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended: JULY 31, 2000 Commission File Number 0-26714
------------- -------
ADE CORPORATION
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 04-2441829
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
80 WILSON WAY, WESTWOOD, MASSACHUSETTS 02090
--------------------------------------------
(Address of principal executive offices, including area code)
(781) 467-3500
--------------
(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
------- -------
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Common Stock, par value $.01 per share 13,491,722 shares
------------------------------------------ ---------------------------------
Class Outstanding at September 12, 2000
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Page 1 of 16
<PAGE>
ADE CORPORATION
INDEX
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PART I. - FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements (unaudited)
Condensed Consolidated Balance Sheet-
July 31, 2000 and April 30, 2000 3
Condensed Consolidated Statement of Operations-
Three Months Ended July 31, 2000 and 1999 4
Condensed Consolidated Statement of Cash Flows -
Three Months Ended July 31, 2000 and 1999 5
Notes to Unaudited Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 9
PART II. - OTHER INFORMATION 12
SIGNATURES 13
EXHIBIT INDEX 14
</TABLE>
2
<PAGE>
ADE CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
(in thousands, unaudited)
<TABLE>
<CAPTION>
July 31, April 30,
2000 2000
------------- -----------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 33,080 $ 35,001
Accounts receivable, net 15,622 14,549
Inventories 31,371 29,968
Prepaid expenses and other current assets 1,237 756
Deferred income taxes 4,909 4,484
------------- -----------
Total current assets: 86,219 84,758
Fixed assets, net 29,833 30,724
Deferred income taxes 5,682 6,106
Investments 2,994 3,331
Intangible assets, net 3,474 3,892
Restricted cash 3,675 3,705
Other assets 360 354
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$ 132,237 $ 132,870
============= ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 604 $ 598
Accounts payable 3,848 4,017
Accrued expenses and other current liabilities 13,755 14,096
Deferred income on sales to affiliates 1,372 337
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Total current liabilities 19,579 19,048
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Long-term debt 11,800 11,950
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STOCKHOLDERS' EQUITY
Common stock 135 135
Capital in excess of par value 101,760 101,580
Retained earnings (accumulated deficit) (1,031) 178
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100,864 101,893
Deferred compensation (6) (21)
------------- -----------
100,858 101,872
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$ 132,237 $ 132,870
============= ===========
</TABLE>
The accompanying notes are an integral part of these unaudited
condensed consolidated financial statements
3
<PAGE>
ADE CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(in thousands, except per share data, unaudited)
<TABLE>
<CAPTION>
Three months
ended July 31,
2000 1999
------------ -----------
<S> <C> <C>
Revenue $ 21,817 $ 12,362
Cost of revenue 11,000 7,249
------------ -----------
Gross profit 10,817 5,113
------------ -----------
Operating expenses:
Research and development 5,154 5,556
Marketing and sales 4,262 2,717
General and administrative 2,228 3,560
------------ -----------
Total operating expenses 11,644 11,833
------------ -----------
Loss from operations (827) (6,720)
Interest income, net 340 149
------------ -----------
Loss before provision for (benefit from) income taxes
and equity in net loss of affiliated companies (487) (6,571)
Provision for (benefit from) income taxes - -
------------ -----------
Loss before equity in net loss of
affiliated companies (487) (6,571)
Equity in net loss of affiliated companies (722) (614)
------------ -----------
Net loss $ (1,209) $ (7,185)
============ ===========
Basic loss per share $ (0.09) $ (0.54)
Diluted loss per share $ (0.09) $ (0.54)
Weighted average shares outstanding - basic 13,483 13,198
Weighted average shares outstanding - diluted 13,483 13,198
</TABLE>
The accompanying notes are an integral part of these unaudited
condensed consolidated financial statements
4
<PAGE>
ADE CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(in thousands, unaudited)
<TABLE>
<CAPTION>
Three months ended
July 31,
2000 1999
------------- ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (1,209) $ (7,185)
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation and amortization 1,821 1,591
Equity in net loss of affiiated companies,
net of dividends received 786 669
Changes in assets and liabilities:
Accounts receivable, net (1,073) (91)
Inventories (1,403) (1,257)
Prepaid expenses and other current assets (481) (388)
Accounts payable (169) (89)
Accrued expenses and other current liabilities (341) (1,353)
Deferred income on sales to affiliate 1,035 (1,120)
------------- ------------
Net cash used in operating activities (1,034) (9,223)
------------- ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of fixed assets (513) (2,299)
Change in restricted cash 30 50
Advances to affiliated company (449) (203)
(Increase) decrease in other assets (6) 10
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Net cash used in investing activities (938) (2,442)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of long-term debt (144) (151)
Proceeds from issuance of common stock 195 223
Tax benefit related to the exercise of common stock options - 73
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Net cash provided by financing activities 51 145
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Net decrease in cash and cash equivalents (1,921) (11,520)
Cash and cash equivalents, beginning of period 35,001 61,278
------------- ------------
Cash and cash equivalents, end of period $ 33,080 $ 49,758
============= ============
</TABLE>
The accompanying notes are an integral part of these unaudited
condensed consolidated financial statements
5
<PAGE>
ADE CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
1. BASIS OF PREPARATION
The accompanying unaudited condensed consolidated financial statements of
ADE Corporation (the "Company") include, in the opinion of management, all
adjustments (consisting only of normal and recurring adjustments) necessary for
a fair statement of the Company's financial position, results of operations and
cash flows at the dates and for the periods indicated. Results of operations for
interim periods are not necessarily indicative of those to be achieved for full
fiscal years.
Pursuant to accounting requirements of the Securities and Exchange
Commission applicable to Quarterly Reports on Form 10-Q, the accompanying
unaudited condensed consolidated financial statements and these notes do not
include all disclosures required by generally accepted accounting principles
for complete financial statements. Accordingly, these statements should be
read in conjunction with the audited financial statements included in the
Company's Annual Report on Form 10-K for the fiscal year ended April 30, 2000.
2. INVENTORIES
Inventories consist of the following:
<TABLE>
<CAPTION>
(in thousands)
July 31, April 30,
2000 2000
------------- ------------
<S> <C> <C>
Raw materials $ 14,047 $ 13,202
Work-in-process 16,358 15,437
Finished goods 966 1,329
------------ -----------
$ 31,371 $ 29,968
============ ===========
</TABLE>
3. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
Accrued expenses and other current liabilities consist of the following:
<TABLE>
<CAPTION>
(in thousands)
July 31, April 30,
2000 2000
---------- ----------
<S> <C> <C>
Accrued salaries, wages, vacation pay and bonuses $ 1,841 $ 1,844
Accrued commissions 1,203 647
Accrued warranty costs 1,491 1,083
Accrued severance 259 278
Deferred revenue 4,968 6,436
Other 3,993 3,808
---------- ----------
$ 13,755 $ 14,096
========== ==========
</TABLE>
6
<PAGE>
ADE CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
4. LOSS PER SHARE
Basic loss per share is computed by dividing income available to common
stockholders by the weighted average number of common shares outstanding for the
period. Diluted loss per share is computed using the weighted average number of
common shares outstanding and gives effect to all dilutive potential common
shares outstanding during the period. Potential common shares outstanding
include shares issuable upon the assumed exercise of dilutive stock options
reflected under the treasury stock method. For each of the periods presented,
basic and diluted loss per share are the same due to the antidilutive effect of
potential common shares outstanding.
5. INVESTMENTS
In July 2000, the Company sold its 67.5% investment in Microspec
Technologies Ltd. ("Microspec") for $1. The balance of the Company's
investment in Microspec was approximately zero at the time of the sale.
Therefore, no gain or loss was recorded in the transaction.
6. NEW ACCOUNTING PRONOUNCEMENTS
In December 1999, the Securities and Exchange Commission (SEC) issued
Staff Accounting Bulletin No. 101 (SAB 101), "Revenue Recognition in
Financial Statements." SAB 101 summarizes the SEC's views in applying
generally accepted accounting principles to selected revenue recognition
issues. The Company is required to adopt SAB 101 in the fourth quarter of
fiscal 2001. The impact of SAB 101 on the Company's financial statements has
not yet been determined.
7. SEGMENT REPORTING
The Company has three reportable segments: ADE Semiconductor Systems
Group ("SSG"), ADE Phase Shift ("PST") and ADE Technologies ("ATI"). SSG
manufactures and markets metrology and inspection systems to the
semiconductor wafer and device manufacturing industries that are used to
improve yield and capital productivity. PST manufactures and markets high
performance, non-contact surface metrology equipment using advanced
interferometric technology that provides enhanced yield management to the
data storage, semiconductor and optics industries. ATI manufactures and
markets high precision magnetic characterization and non-contact dimensional
metrology gaging systems primarily to the data storage industry. Sales of the
Company's stand-alone software products and software consulting services are
included in the "other" category. The Company's reportable segments are
determined based upon the nature of the products, the external customers and
customer industries and the sales and distribution methods used to market the
products. The Company evaluates performance based upon profit or loss from
operations. The Company does not measure the assets allocated to the
segments. Management fees representing certain services provided by corporate
offices have been allocated to each of reportable segments based upon the
usage of those services by each segment. Additionally, other income (loss),
the provision for (benefit from) income taxes and the equity in earnings
(losses) of affiliated companies are not included in segment profitability.
7
<PAGE>
ADE CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
7. SEGMENT REPORTING (CONTINUED)
<TABLE>
<CAPTION>
(IN THOUSANDS)
SSG PST AT I OTHER TOTAL
-------------------------------- --------------------
<S> <C> <C> <C> <C> <C>
FOR THE QUARTER ENDED JULY 31, 2000
Revenue from external customers $19,200 $ 1,241 $ 2,945 $ 113 $23,499
Intersegment revenue 278 - 131 197 606
Loss from operations 1,146 (386) 30 (852) (62)
Depreciation and amortization expense 1,310 63 111 337 1,821
Capital expenditures 472 28 13 - 513
FOR THE QUARTER ENDED JULY 31, 1999
Revenue from external customers $ 7,536 $ 1,235 $ 1,827 $ 124 $10,722
Intersegment revenue 114 - 51 83 248
Loss from operations (5,935) (401) (625) (853) (7,814)
Depreciation and amortization expense 1,169 4 102 33 1,308
Capital expenditures 2,283 33 24 7 2,347
</TABLE>
The following is a reconciliation for the above items where aggregate reportable
segment amounts differ from amounts contained in the Company's consolidated
financial statements.
<TABLE>
<CAPTION>
For the quarter
ended July 31,
2000 1999
---------- ----------
<S> <C> <C>
Total external revenue for reportable segments $ 23,499 $ 10,722
Net impact of revenue recognition on sales to affiliate (1,682) 1,640
---------- ----------
Total consolidated revenue $ 21,817 $ 12,362
========== ==========
Total operating loss for reportable segments $ (62) $ (7,814)
Net impact of intercompany gross profit eliminations and
deferred profit on sales to affiliate (765) 1,094
---------- ----------
Total consolidated operating loss $ (827) $ (6,720)
========== ==========
</TABLE>
8
<PAGE>
ADE CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
INTRODUCTION
ADE Corporation (the "Company") designs, manufactures, markets and
services highly precise, automated measurement, defect detection and handling
equipment with current applications in the production of semiconductor wafers,
semiconductor devices and computer disks.
The following information should be read in conjunction with the unaudited
condensed consolidated financial statements and notes thereto included in this
Quarterly Report and the audited consolidated financial statements and
Management's Discussion and Analysis of Financial Condition and Results of
Operations contained in the Company's Annual Report on Form 10-K for the fiscal
year ended April 30, 2000.
RESULTS OF OPERATIONS
THREE MONTHS ENDED JULY 31, 2000 COMPARED TO THREE MONTHS ENDED JULY 31, 1999
REVENUE. Revenue increased 76.5% to $21.8 million in the first quarter of
fiscal 2001 from $12.4 million in the first quarter of fiscal 2000. Increased
sales of the Company's products were primarily due to increased demand for
capital equipment in the semiconductor wafer and device industries. Capital
equipment utilization at wafer and device manufacturers has been running at
close to 100%, resulting in some capital equipment purchases to adjust capacity
on existing lines. However, because wafer pricing remains soft, wafer fab
construction projects have yet to ramp up on a global scale. For the three
months ended July 31, 2000, 84% of the Company's revenue was derived from the
semiconductor industry compared to 75% for the year earlier period. The Company
sells its semiconductor products to both wafer and device manufacturers.
Historically, the Company's semiconductor revenue has been derived to a greater
extent from wafer manufacturers compared to device manufacturers. For the three
months ended July 31, 2000, 83% of semiconductor revenue was derived from wafer
manufacturers while 17% was derived from device manufacturers compared to 81%
and 19%, respectively, for the year earlier period. Any increase in short-term
chip demand or increases in semiconductor market capital expenditures is
expected to impact device manufacturers prior to wafer manufacturers as wafer
manufacturers are further down on the overall semiconductor industry supply
chain.
The computer data storage industry had been in a period of excess supply
in many data storage market segments, which had resulted in reduced production
and capital equipment purchases. However, unit demand for disks is beginning to
ramp up and the Company is beginning to experience increased revenue in each of
its metrology product lines that are marketed to the data storage industry. Data
storage revenue comprised 16% of total revenue for the three months ended July
31, 2000, compared to 25% for the year earlier period. Although data storage
revenue decreased as a percentage of total revenues for the three months ended
July 31, 2000 compared to the year earlier period, data storage revenues
increased 11% in the first quarter of fiscal 2001 compared to the first quarter
of fiscal 2000.
GROSS MARGIN. Gross margin increased to 50% in the first quarter of fiscal
2001 from 41% in the first quarter of fiscal 2000. This increase resulted
primarily from increased absorption of overhead expenses due to significantly
increased manufacturing activity and improved utilization of direct labor. The
increased absorption of overhead expenses primarily impacted the semiconductor
product line. Additionally, there was a significant increase in sales made
through external sales representatives in certain foreign markets, primarily in
Asia. These sales typically carry a higher per unit selling price than domestic
sales or sales through distributors.
9
<PAGE>
RESEARCH AND DEVELOPMENT. Research and development expense decreased 7% to
$5.2 million in the first quarter of fiscal 2001 from $5.6 million in the first
quarter of fiscal 2000 and decreased as a percentage of revenue to 24% from 45%
in the first quarter of fiscal 2000. The decrease in expense resulted primarily
from efficiencies obtained in the consolidation of the Company's research and
development activities in the Westwood, Massachusetts facility from the
Charlotte, North Carolina facility, of which the final shut down was completed
during the latter half of fiscal 2000. The decrease in expense as a percentage
of sales resulted from the significant increase in revenue during the first
quarter of fiscal 2001 discussed above. The Company has continued development
efforts to enhance its existing 200mm and advanced 200mm wafer systems as its
semiconductor industry customers seek to improve their yields on 200mm wafers as
well as efforts to develop and enhance bridge tools, which can be used with
either 200mm or 300mm wafers. The Company also continues to develop new products
for the computer data storage industry, including those which measure the
magnetic properties of materials used in manufacturing disk drives. The Company
is committed to continuing its investment in research and development to
maintain its position as a technological leader, which may necessitate continued
research and development spending at or above current levels.
MARKETING AND SALES. Marketing and sales expense increased 57% to $4.3
million in the first quarter of fiscal 2001 from $2.7 million in the first
quarter of fiscal 2000 and decreased as a percentage of revenue to 20% from 22%
in the first quarter of fiscal 2000. The increased expense resulted primarily
from increased commissions expense related to a higher volume of sales made
through external sales representatives in certain foreign markets, primarily in
Asia. The mix of sales channels through which the Company's products are sold
may have a significant impact on the Company's marketing and sales expense and
the results in any period may not be indicative of marketing and sales expense
for future periods. The decrease in marketing and sales expense as a percentage
of revenue resulted from the significant increase in revenue during the first
quarter of fiscal 2001 discussed above.
GENERAL AND ADMINISTRATIVE. General and administrative expenses decreased
37% to $2.2 million in the first quarter of fiscal 2001 from $3.6 million in the
first quarter of fiscal 2000 and decreased as a percentage of revenue to 10%
from 29% in the first quarter of fiscal 2000. Expenses decreased primarily due
to cost savings achieved as a result of the consolidation of the Charlotte
operations into the Westwood, Massachusetts facility, which was completed in the
latter half of fiscal 2000.
INTEREST INCOME, NET. Net interest income was $340,000 in the first
quarter of fiscal 2001 compared to $149,000 in the first quarter of fiscal 2000.
The increase in net interest income resulted primarily from costs incurred in
the first quarter of fiscal 2000 related to the Company's standby letters of
credit that were not incurred in the first quarter of fiscal 2001. The standby
letters of credit are required by the Company's obligations under separate $4.5
million and $5.5 million Industrial Development Bonds ("IDB") issued in June,
1999 and June 1996, respectively, through various state and local bonding
authorities.
INCOME TAXES. During the quarter ended July 31, 2000, the Company's
deferred tax assets were increased by $2.1 million. The valuation allowance
against the asset was also increased by the same amount, resulting in no tax
benefit being shown on the Statement of Operations. The Company continues to
monitor the realizability of its current and long term deferred tax assets and
provides for valuation allowances against these assets as appropriate.
EQUITY IN LOSS OF AFFILIATED COMPANIES. Equity in net loss of affiliated
companies was $722,000 in the first quarter of fiscal 2001 compared to equity in
net loss of affiliated companies of $614,000 in the first quarter of fiscal
2000. The current period loss primarily reflects the losses incurred by the
Company's investee, Microspec Technologies, Ltd., in which the Company's
investment was sold in July 2000.
10
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
At July 31, 2000, the Company had $33.1 million in cash and cash
equivalents and $66.6 million in working capital. In addition, the Company had
$3.7 million in restricted cash used as security for a tax-exempt Industrial
Development Bond issued through the Massachusetts Industrial Finance Agency in
December 1997. Under the terms of the bond agreement, the Company may substitute
a letter of credit in an amount equal to approximately 105% of the outstanding
principal balance as collateral for the Company's obligations under the IDB,
assuming the Company has the ability to borrow under a Credit Facility. Such
actions would allow the restricted cash balance to be used for general corporate
purposes.
Cash used in operating activities for the three months ended July 31,
2000 was $1.0 million. This amount resulted from a net loss of $1.2 million,
adjusted for non-cash charges of $2.6 million and a $2.4 million net decrease
in working capital accounts. Non-cash items consisted primarily of $1.8
million of depreciation and amortization, and $786,000 of the Company's share
of the net loss of affiliated companies.
Cash used in investing activities was $938,000, which resulted primarily
from the purchase of fixed assets of $513,000 and $449,000 in short-term cash
advances to an affiliated company.
Cash provided by financing activities was $51,000, which consisted of
$195,000 of aggregate proceeds from the issuance of common from the exercise of
stock options and stock purchased through the employee stock purchase plan,
partially offset by $144,000 in repayments of long-term debt.
The Company expects to meet its next twelve months working capital needs
and capital expenditures primarily through its available cash and cash
equivalents.
OTHER RISK FACTORS
Capital expenditures by semiconductor wafer and device manufacturers
historically have been cyclical as they in turn depend upon the current and
anticipated demand for integrated circuits. While the semiconductor industry
appears to be recovering from a severe down cycle, it is not clear how long
semiconductor wafer manufacturers, who account for approximately 70% of the
Company's revenue, will be in a position to sustain or increase their current
level of purchases of capital equipment. The computer data storage industry has
been in a period of oversupply and excess manufacturing capacity and this has
also had an adverse impact on the Company. At July 31, 2000, the Company's
backlog was $41.3 million, which represents a 71% increase from the first
quarter of fiscal 2000. The Company remains uncertain about how long sustained
growth in revenue will last. The Company continues to evaluate its cost
structure relative to expected revenue and will continue to implement aggressive
cost containment measures.
Furthermore, the Company's success is dependent upon supplying
technologically superior products to the marketplace at appropriate times to
satisfy customer needs. Product development requires substantial investment and
is subject to technological risks. There can be no assurance that the Company
will be able to retain or attract personnel necessary for the continued
development of its business. Delays or difficulties in product development or
market acceptance of newly developed products could adversely affect the future
performance of the Company.
NEW ACCOUNTING PRONOUNCEMENTS
In December 1999, the Securities and Exchange Commission (SEC) issued
Staff Accounting Bulletin No. 101 (SAB 101), "Revenue Recognition in
Financial Statements." SAB 101 summarizes the SEC's views in applying
generally accepted accounting principles to selected revenue recognition
issues. The Company is required to adopt SAB 101 in the fourth quarter of
fiscal 2001. The impact of SAB 101 on the Company's financial statements has
not yet been determined.
11
<PAGE>
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS:
None
ITEM 2. CHANGES IN SECURITIES:
. None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES:
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS:
None
ITEM 5. OTHER INFORMATION:
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K:
a. See Exhibit Index, Page 15
b. Reports on Form 8-K-None
12
<PAGE>
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.
ADE CORPORATION
Date: September 12, 2000 /s/ BRIAN C. JAMES
-------------------
Brian C. James
Vice President and Chief Financial Officer
Date: September 12, 2000 /s/ ROBERT C. ABBE
-------------------
Robert C. Abbe
President and Chief Executive Officer
13
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description
--- ----------------------------------------------------------------
<S> <C>
2.1 Agreement and Plan of Merger dated as of February 27, 1997 by
and between ADE Corporation, ADE Technologies, Inc., Digital
Measurement Systems, Inc., Dennis E. Speliotis, Elias Speliotis,
Evanthia Speliotis, Ismene Speliotis, Advanced Development
Corporation, David C. Bono and Alan Sliski (filed as Exhibit
10.18 to the Company's Form 10-K for the fiscal year ended April
30, 1997 and incorporated herein by reference).
2.2 Agreement and Plan of Merger dated as of May 31, 1998 by and
among ADE Corporation, Theta Acquisition Corp., Phase Shift
Technology, Inc., Chris Koliopoulos and David Basila (filed as
Exhibit 2 to the Company's Form 8-K dated June 25, 1998 and
incorporated herein by reference).
2.3 Purchase and Sale Agreement dated as of February 28, 1997 by and
between ADE Corporation and Dennis E. Speliotis, individually
and as Trustee of Thouria Investment Trust under a Declaration
of Trust dated August 18, 1992, Elias Speliotis, Evanthia
Speliotis and Ismene Speliotis (filed as Exhibit 10.20 to the
Company's Form 10-K for the fiscal year ended April 30, 1997 and
incorporated herein by reference).
3.1 Restated Articles of Organization (filed as Exhibit 3.1 to the
Company's Registration Statement on Form S-1 (33-96408) or
amendments thereto and incorporated herein by reference).
3.2 By-laws (filed as Exhibit 3.2 to the Company's Registration
Statement on Form S-1 (33-96408) or amendments thereto and
incorporated herein by reference).
4.1 Registration Rights Agreement dated as of February 28, 1997 by
and between ADE Corporation and Dennis E. Speliotis,
individually and as Trustee of Thouria Investment Trust under a
Declaration of Trust dated August 18, 1992 recorded in the
Middlesex South District Registry of Deeds at Book 22305, Page
375 (filed as Exhibit 10.21 to the Company's Form 10-K for the
fiscal year ended April 30, 1997 and incorporated herein by
reference).
4.2 Registration Rights Agreement dated as of February 27, 1997, by
and among ADE Corporation and Advanced Development Corporation,
David C. Bono and Alan Sliski (filed as Exhibit 10.19 to the
Company's Form 10-K for the fiscal year ended April 30, 1997 and
incorporated herein by reference).
4.3 Registration Rights Agreement dated as of May 31, 1998 by and
among ADE Corporation, Chris Koliopoulos and David Basila (filed
as Exhibit 4.6 to the Company's Form 8-K dated June 25, 1998 and
incorporated herein by reference).
10.1 Form of Employee Confidentiality Agreement (filed as Exhibit
10.1 to the Company's Registration Statement on Form S-1
(333-96408) or amendments thereto and incorporated herein by
reference).
10.2 2000 Stock Option Plan (filed as Exhibit A to the Company's
Proxy Statement with respect to its Annual Meeting of
Shareholders for the fiscal year ended April 30, 2000 and
incorporated herein by reference).
10.3 1997 Stock Option Plan (filed as Exhibit 4.3 to the Company's
Registration Statement on Form S-8(333-46505) or amendments
thereto and incorporated herein by reference).
10.4 Amendment to 1997 Stock Option Plan dated April 7, 1999 (filed
as Exhibit 10.3 to the Company's Form 10-K for the fiscal year
ended April 30, 1999 and incorporated herein by reference).
10.5 1995 Stock Option Plan (filed as Exhibit 10.4 to the Company's
Registration Statement on Form S-1 (33-96408) or amendments
thereto and incorporated herein by reference).*
</TABLE>
14
<PAGE>
<TABLE>
<S> <C>
10.6 1992 Stock Option Plan (filed as Exhibit 10.5 to the Company's
Registration Statement on Form S-1 (33-96408) or amendments
thereto and incorporated herein by reference).*
10.7 Amendment to 1992 Stock Option Plan dated April 7, 1999 (filed
as Exhibit 10.6 to the Company's Form 10-K for the fiscal year
ended April 30, 1999 and incorporated herein by reference).
10.8 1982 Stock Option Plan (filed as Exhibit 4.5 to the Company's
Registration Statement on Form S-8 (333-2280) and incorporated
herein by reference).*
10.9 Employee Stock Purchase Plan (as amended) (filed as Exhibit 10.6
to the Company's Form 10-K for the fiscal year ended April 30,
1996 and incorporated herein by reference).*
10.10 Lease of ADE Optical Systems' Charlotte, North Carolina
facility, dated June 26, 1984, as assigned and renewed, between
Pine Brook Center Limited Partnership and ADE Optical Systems
Corporation (filed as Exhibit 10.7 to the Company's Registration
Statement on Form S-1 (33-96408) or amendments thereto and
incorporated herein by reference).
10.11 Purchase and Sale Agreement for 80 Wilson Way, Westwood,
Massachusetts, dated January 11, 1996, between Met Path New
England, Inc., and the Company, with Schedules (filed as Exhibit
10.12 to the Company's Form 10-K for the fiscal year ended April
30, 1996 and incorporated herein by reference).
10.12 Loan Agreement dated as of June 7, 1996, among GE Capital Public
Finance, Inc., Massachusetts Industrial Finance Agency and the
Company (filed as Exhibit 10.9 to the Company's Form 10-K for
the fiscal year ended April 30, 1996 and incorporated herein by
reference).
10.13 Certificate as to Nonarbitrage and Tax Compliance, dated as of
June 7, 1996, from the Company to Massachusetts Industrial
Finance Agency (filed as Exhibit 10.10 to the Company's Form
10-K for the fiscal year ended April 30, 1996 and incorporated
herein by reference).
10.14 Letter of Credit Agreement, dated June 7, 1996, between Citizens
Bank of Massachusetts and the Company (filed as Exhibit 10.11 to
the Company's Form 10-K for the fiscal year ended April 30, 1996
and incorporated herein by reference).
10.15 Mortgage, Security Agreement, and Assignment, dated June 7,
1996, from the Company to Citizens Bank of Massachusetts (filed
as Exhibit 10.13 to the Company's Form 10-K for the fiscal year
ended April 30, 1996 and incorporated herein by reference).
10.16 Pledge Agreement, dated June 7, 1996, from the Company to
Citizens Bank of Massachusetts (filed as Exhibit 10.14 to the
Company's Form 10-K for the fiscal year ended April 30, 1996 and
incorporated herein by reference).
10.17 Oil and Hazardous Materials Indemnification Agreement, dated
June 7, 1996, between the Company and Citizens Bank of
Massachusetts (filed as Exhibit 10.15 to the Company's Form 10-K
for the fiscal year ended April 30, 1996 and incorporated herein
by reference).
10.18 Indemnification Agreement, dated as of February 28, 1996, among
MetPath of New England, Inc., Corning Life Sciences, Inc. and
the Company (filed as Exhibit 10.16 to the Company's Form 10-K
for the fiscal year ended April 30, 1996 and incorporated herein
by reference).
10.19 Letter Agreement regarding collateral assignment of
Indemnification from the Company to Citizens Bank of
Massachusetts, with attachment, (filed as Exhibit 10.17 to the
Company's Form 10-K for the fiscal year ended April 30, 1996 and
incorporated herein by reference).
</TABLE>
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<TABLE>
<S> <C>
10.20 Escrow Agreement dated as of May 31, 1998 by and among ADE
Corporation, Chris Koliopoulos, David Basila, and Norman Fenton
as Escrow Agent (as Exhibit 10.20 to the Company's Form 10-K for
the fiscal year ended April 30, 1998, and incorporated herein by
reference.).
10.21 Noncompetition Agreement dated as of May 31, 1998 by and between
ADE Corporation and Chris Koliopoulos (filed as Exhibit 10.21 to
the Company's Form 10-K for the fiscal year ended April 30,
1998, and incorporated herein by reference).
10.22 Noncompetition Agreement dated as of May 31, 1998 by and between
ADE Corporation and David Basila (filed filed as Exhibit 10.22
to the Company's Form 10-K for the fiscal year ended April 30,
1998, and incorporated herein by reference).
10.23 Employment Agreement dated as of May 31, 1998 by and between
Phase Shift Technology, Inc. and Chris Koliopoulos (filed as
Exhibit 10.23 to the Company's Form 10-K for the fiscal year
ended April 30, 1998, and incorporated herein by reference).
10.24 Employment Agreement dated as of May 31, 1998 by and between
Phase Shift Technology, Inc. and David Basila (filed as Exhibit
10.24 to the Company's Form 10-K for the fiscal year ended April
30, 1998, and incorporated herein by reference).
21.1 Subsidiaries of the Company (filed as Exhibit 21.1 to the
Company's Form 10-K for the fiscal year ended April 30, 1998 and
incorporated herein by reference).
23.1 Consent of PricewaterhouseCoopers LLP (filed as Exhibit 23.1 to
the Company's Form 10-K for the fiscal year ended April 30, 1999
and incorporated herein by reference).
27 Financial Data Schedule (filed herewith).
</TABLE>
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* Compensatory plan or agreement applicable to management and employees.
16
