<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) OF THE SECURITIES AND
EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED
ON ITS BEHALF BY THE UNDERSIGNED, HEREUNTO DULY AUTHORIZED.
RF Power Products, Inc.
By: /s/ Joseph Stach
-------------------------------
JOSEPH STACH,
CHAIRMAN OF THE BOARD AND
PRESIDENT
Date: February 25, 1997
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE
REGISTRANT IN THE CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE
/s/ Joseph Stach Chairman of the February 25,
- ------------------------------------- Board and President 1997
JOSEPH STACH (Chief Executive
Officer)
/s/ Arthur Zafiropoulo Director February 25,
- ------------------------------------- 1997
ARTHUR ZAFIROPOULO
/s/ Gerald Starek Director February 25,
- ------------------------------------- 1997
GERALD STAREK
/s/ Domenic Golato Treasurer and CFO February 25,
- ------------------------------------- (Principal 1997
DOMENIC GOLATO Accounting Officer
and CFO)
/s/ Christopher Ben Secretary and Chief February 25,
- ------------------------------------- Operating Officer 1997
CHRISTOPHER BEN
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION OF EXHIBITS PAGE
------- ----------------------- ----
<C> <S> <C>
10.27 Revolving Credit Note (Demand) dated July 31, 1995 between the
Registrant and NatWest Bank, N.A.; Revolving Credit and Term
Loan Agreement dated August 31, 1995 between Registrant and
NatWest Bank N.A.; First Amendment to Loan Documents dated
January 23, 1996 between the Registrant and NatWest Bank,
N.A.; and Amended and Restated Term Note dated January 23,
1996 between the Registrant and NatWest Bank N.A.
11.* See Note 1 to the Financial Statements.
21. Subsidiaries of the Registrant.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Grant Thornton LLP.
27 Financial Data Schedule.
</TABLE>
- --------
* Incorporated by reference.
iii
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
RF Power Products, Inc.:
We consent to incorporation by reference in the registration statements (No.
33-59414 and No. 33-73922) on Form S-8 of RF Power Products, Inc. of our
report dated January 17, 1997, relating to the consolidated balance sheet of
RF Power Products, Inc. and subsidiary as of November 30, 1996, and the
related consolidated statements of earnings, shareholders' equity, and cash
flows for the year then ended, and related schedule, which report appears in
the November 30, 1996, annual report on Form 10-K of RF Power Products, Inc.
KPMG Peat Marwick LLP
Philadelphia, Pennsylvania
February 20, 1997
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated January 10, 1996 accompanying the
consolidated financial statements included in the Annual Report of RF Power
Products, Inc. and Subsidiary on Form 10-K for the year ended November 30,
1995. We hereby consent to the incorporation by reference of said report in
the Registration Statements of RF Power Products, Inc. and Subsidiary on Forms
S-8 (File No. 33-59414, effective March 12, 1993 and File No. 33-73922,
effective January 7, 1994).
Grant Thornton LLP
Philadelphia, Pennsylvania
February 20, 1997
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> NOV-30-1996
<PERIOD-START> DEC-01-1995
<PERIOD-END> NOV-30-1996
<CASH> 546,984
<SECURITIES> 0
<RECEIVABLES> 4,955,182
<ALLOWANCES> 140,000
<INVENTORY> 3,474,689
<CURRENT-ASSETS> 9,617,711
<PP&E> 4,016,377
<DEPRECIATION> 1,795,065
<TOTAL-ASSETS> 12,047,524
<CURRENT-LIABILITIES> 2,711,605
<BONDS> 0
0
0
<COMMON> 121,231
<OTHER-SE> 8,310,521
<TOTAL-LIABILITY-AND-EQUITY> 12,047,524
<SALES> 31,079,249
<TOTAL-REVENUES> 31,079,249
<CGS> 19,999,113
<TOTAL-COSTS> 8,921,864
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 42,400
<INTEREST-EXPENSE> 88,904
<INCOME-PRETAX> 2,026,968
<INCOME-TAX> 800,000
<INCOME-CONTINUING> 1,226,968
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,226,968
<EPS-PRIMARY> .10
<EPS-DILUTED> .10
</TABLE>
