<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
FOR THE QUARTERLY PERIOD ENDED OCTOBER 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period ______ to ______
Commission file number 1-4987
SL INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
NEW JERSEY 21-0682685
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) No.)
520 FELLOWSHIP ROAD, SUITE A114, MT. LAUREL, NJ 08054
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 609-727-1500
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
Common stock, $.20 par value New York Stock Exchange
Philadelphia Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
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 of common stock outstanding as of December 2, 1996, was
5,770,530.
<PAGE> 2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
SL INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
October 31, 1996 July 31, 1996
------------------ -----------------
(Unaudited) *
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 194,000 $ -
Receivables, less allowances of
$1,508,000 and $1,639,000, respectively 15,872,000 16,428,000
Inventories (Note 2) 17,137,000 17,339,000
Prepaid expenses 1,119,000 868,000
Deferred income taxes 2,505,000 2,668,000
------------------ -----------------
Total current assets 36,827,000 37,303,000
------------------ -----------------
Property, plant and equipment, less accumulated depreciation
of $12,242,000 and $11,825,000, respectively 8,009,000 8,104,000
Long-term notes receivable 2,257,000 2,264,000
Deferred income taxes 1,975,000 1,488,000
Cash surrender value of life insurance policies 7,196,000 7,095,000
Intangible assets, less accumulated amortization
of $1,535,000 and $1,382,000, respectively 7,414,000 7,401,000
Other assets 881,000 520,000
------------------ -----------------
Total assets $ 64,559,000 $ 64,175,000
================== =================
LIABILITIES
Current liabilities:
Long-term debt due within one year $ 133,000 $ 187,000
Accounts payable 5,913,000 5,770,000
Accrued income taxes 1,642,000 786,000
Accrued liabilities:
Payroll and related costs 3,529,000 4,614,000
Other 4,647,000 5,181,000
------------------ ------------------
Total current liabilities 15,864,000 16,538,000
------------------ ------------------
Long-term debt less portion due within one year 12,633,000 13,186,000
Deferred compensation and supplemental retirement benefits 3,912,000 3,723,000
Other liabilities 2,720,000 2,048,000
------------------ ------------------
Total liabilities $ 35,129,000 $ 35,495,000
------------------ ------------------
Commitments and contingencies
SHAREHOLDERS' EQUITY
Preferred stock, no par value; authorized, 6,000,000 shares; none issued $ - $ -
Common stock, $.20 par value; authorized, 25,000,000 shares;
issued, 7,911,000 and 7,899,000 shares, respectively 1,582,000 1,580,000
Capital in excess of par value 34,347,000 34,306,000
Retained earnings 2,903,000 2,196,000
Treasury stock at cost, 2,141,000 and 2,141,000 shares, respectively (9,402,000) (9,402,000)
------------------ ------------------
Total shareholders' equity 29,430,000 28,680,000
------------------ ------------------
Total liabilities and shareholders' equity $ 64,559,000 $ 64,175,000
================== ==================
</TABLE>
* Condensed from audited financial statements.
See accompanying notes to consolidated financial statements.
<PAGE> 3
SL INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF EARNINGS
<TABLE>
<CAPTION>
Three-Months Ended
October 31,
1996 1995
----------------- -------------------
(Unaudited) (Unaudited)
<S> <C> <C>
Net sales $ 27,844,000 $ 28,939,000
--------------- ----------------
Cost and expenses:
Cost of products sold 17,850,000 18,978,000
Engineering and product development 1,282,000 1,072,000
Selling, general and administrative 6,443,000 6,817,000
Depreciation and amortization 683,000 663,000
--------------- ----------------
Total cost and expenses 26,258,000 27,530,000
--------------- ----------------
Income from operations 1,586,000 1,409,000
Other income (expense):
Interest income 67,000 47,000
Interest expense (237,000) (296,000)
--------------- ----------------
Income before income taxes 1,416,000 1,160,000
Provision for federal and state income taxes 536,000 403,000
--------------- ----------------
Net income $ 880,000 $ 757,000
=============== ================
Net income per common share $ 0.15 $ 0.13
=============== ================
Cash dividend per share - -
Shares used in computing net income per share 6,047,000 5,654,000
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE> 4
SL INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Three-Months Ended October 31,
1996 1995
--------------- ---------------
<S> <C> <C>
OPERATING ACTIVITIES:
Net income $ 880,000 $ 757,000
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 482,000 491,000
Amortization 201,000 172,000
Provisions for losses on accounts receivable 12,000 37,000
Additions to deferred charges and other assets (575,000) (107,000)
Cash surrender value of life insurance premium (101,000) (152,000)
Deferred compensation and supplemental retirement payments 358,000 232,000
Deferred compensation and suppl. retirement benefit cash payments (152,000) (112,000)
Increase in deferred income taxes (324,000) (438,000)
Gain on sale of equipment (4,000) (16,000)
Cash dividends declared, but not paid (173,000) (170,000)
Changes in operating assets and liabilities:
Accounts receivable 544,000 (2,303,000)
Inventories 202,000 128,000
Prepaid expenses (251,000) (260,000)
Accounts payable 143,000 891,000
Other accrued liabilities (964,000) 376,000
Income taxes 856,000 246,000
--------------- --------------
NET CASH PROVIDED BY OPERATING ACTIVITIES $ 1,134,000 $ (228,000)
--------------- --------------
INVESTING ACTIVITIES:
Disposals of property, plant and equipment 7,000 18,000
Purchases of property, plant and equipment (390,000) (456,000)
Decrease in notes receivable 7,000 -
--------------- --------------
NET CASH USED IN INVESTING ACTIVITIES $ (376,000) $ (438,000)
--------------- --------------
FINANCING ACTIVITIES:
Payments on long-term debt (607,000) (53,000)
Proceeds from stock options exercised 43,000 142,000
--------------- --------------
NET CASH USED IN FINANCING ACTIVITIES $ (564,000) $ 89,000
--------------- --------------
NET DECREASE IN CASH AND CASH EQUIVALENTS 194,000 (577,000)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR - 577,000
--------------- --------------
CASH AND CASH EQUIVALENTS AT OCTOBER 31, $ 194,000 $ -
=============== ==============
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest $ 292,000 $ 282,000
Income taxes $ 828,000 $ 583,000
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE> 5
SL INDUSTRIES, INC.
Notes to Consolidated Financial Statements
1. In the opinion of the Registrant, the accompanying unaudited consolidated
financial statements contain all adjustments (consisting of only normal
recurring accruals) and reclassifications necessary to present fairly the
financial position as of October 31, 1996, and July 31, 1996, the results of
operations for the three-month periods ended October 31, 1996 and 1995, and the
cash flows for the three-month periods ended October 31, 1996 and 1995.
2. Inventories at October 31, 1996, and July 31, 1996, were as follows:
<TABLE>
<CAPTION>
October 31, 1996 July 31, 1996
---------------- -------------
<S> <C> <C>
Raw materials $ 8,696,000 $ 8,139,000
Work in process 2,641,000 2,601,000
Finished goods 5,800,000 6,599,000
----------- -----------
$17,137,000 $17,339,000
=========== ===========
</TABLE>
3. These statements should be read in conjunction with the financial statements
and notes thereto included in the Company's Annual Report To Shareholders and
Form 10-K for the year ended July 31, 1996.
<PAGE> 6
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Liquidity and Capital Resources
Principal sources of cash during the first three months of fiscal 1997 were
$1,134,000 by operating activities, while investing and financing activities
used cash of $376,000 and $564,000, respectively. The net cash used by investing
activities was primarily for purchases of manufacturing equipment and leasehold
improvements, while the net cash used by financing activities was primarily for
repayment of debt.
The Registrant's borrowing capacity at October 31, 1996, remained above its use
of outside financing. As of October 31, 1996, the Registrant closed on its new
$25,000,000 Revolving Credit Agreement and had $11,211,000 available for use
since $1,289,000 was allocated to outstanding trade letters of credit and
$12,500,000 utilized for acquisitions and working capital requirements was
rolled over from its old $22,000,000 Agreement. The available credit facility is
subject to commitment fees, but not compensating balances. In addition, the
Agreement contains limitations on borrowings and their use, requires maintenance
of specified ratios, with all of which the Registrant is in compliance, and has
a maturity date of October 31, 1999. Also, as of October 31, 1996, the
Registrant had $7,196,000 available from the cash surrender value of its life
insurance policies.
During the three-month period ended October 31, 1996, the ratio of current
assets to current liabilities remained constant at 2.3 to 1, as compared to
October 31, 1995.
Capital expenditures for the three-month period ended October 31, 1996, amounted
to $390,000 and, as mentioned above, were primarily for purchases of
manufacturing equipment and leasehold improvements. The Registrant anticipates
that future commitments for additional capital expenditures will be funded
primarily by cash generated by operations and, to the extent necessary, the
utilization of borrowings under its new Revolving Credit Agreement.
The Registrant is not aware of any demands, commitments or uncertainties in the
normal course which are likely to impair its ability to generate or borrow
adequate amounts of cash to meet its future needs, which include payment of
dividends, capital expenditures and expenditures for working capital
requirements.
<PAGE> 7
Results of Operations
FISCAL 1997 COMPARED TO FISCAL 1996
Consolidated net sales for the three-month period ended October 31, 1996,
decreased 4%, as compared to the net sales realized during the corresponding
period a year ago, which included the net sales of SL Piping Systems, Inc.
("Piping"). Substantially all of the assets of Piping were sold on February 20,
1996. If Piping's net sales were excluded from the first quarter of fiscal 1996,
net sales would be slightly higher than a year ago. An analysis of net sales by
business segment for the three-month period ended October 31, 1996, as compared
to the same period of the prior year, is as follows:
Power and Data Quality Segment -
For the three-month period, net sales for the Power and Data Quality segment
decreased 1%, when compared to net sales of the prior year. For the three-month
period, sales of surge protection and uninterruptible power supplies decreased
primarily as a result of reduced demand. Sales of standard and custom AC-DC
power supplies increased primarily as a result of new customer programs and
increased demand and sales of precision motor products increased primarily as a
result of increased volume. Sales of custom electrical subsystems remained
constant.
Specialty Products Segment -
For the three-month period, net sales for the Specialty Products segment
decreased 20%, when compared to net sales reported for the preceding year. If
Piping's net sales were excluded from the prior periods three-month results, net
sales increased 15%, as compared to the same period last year. For the
three-month period, sales of aviation and industrial igniters and chrome plating
services increased. These increases were primarily demand related.
COST OF SALES
Cost of sales for the three-month period decreased 6%, as compared to last year.
If Piping's results were excluded from last year's three-month period, cost of
sales for the three-month period remained flat, as compared to last year. As a
percentage of net sales, cost of sales for the three-month period was 64%, as
compared to 66% for the corresponding period a year ago. Again, if Piping's
results were excluded, cost of sales, as a percentage of net sales, was 65% for
the prior year. The decrease is primarily due to a favorable product mix and
lower manufacturing costs.
ENGINEERING AND PRODUCT DEVELOPMENT EXPENSES
For the three-month period, engineering and product development expenses
increased 20%, as compared to the same period last
<PAGE> 8
year. These increases were primarily related to the development of new products
within the Power and Data Quality segment. As a percentage of net sales,
engineering and product development expenses were 5%, as compared to 4%, last
year.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
For the three-month period, selling, general and administrative expenses
decreased 6%, as compared to last year. If Piping's results were excluded from
last year's three-month period, selling, general and administrative expenses
decreased 4%, as compared to the same period last year and as a percentage of
net sales, were 23%, as compared to 24% last year. These decreases were
primarily related to decreased marketing expenses.
DEPRECIATION AND AMORTIZATION EXPENSE
Depreciation and amortization expense for the three-month period increased 3%,
as compared to last year. If you exclude Piping's depreciation expense from
prior year results, the expense for the three-month period increased 8%, as
compared to last year. The increase is primarily related to depreciation and
amortization of computer hardware and software, respectively.
INTEREST
Interest income for the three-month period increased $20,000 as compared to last
year. The primarily reason for the increase was additional cash available for
investment. Interest expense for the three-month period decreased 20%, as
compared to last year. This decrease resulted primarily from a lower debt
balance, as well as from decreased interest rates.
TAXES
The effective tax rate for the three-month period was 38%, as compared to 35%, a
year ago. The increase was primarily related to taxes associated with the
Registrant's Mexican operations.
<PAGE> 9
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
The regular annual meeting of shareholders of the Registrant was held on
November 15, 1996. The meeting was held to elect seven directors to serve for
one year and to approve the appointment of a certified public accounting firm to
serve as the Registrant's auditors for fiscal year 1997.
The votes cast for, against and abstain for all nominees were as follows:
<TABLE>
<CAPTION>
Name For Against Abstain
---- --- ------- -------
<S> <C> <C> <C>
Baumgardner, J. Dwane 4,965,440 67,117 192,046
Farren, Owen 5,036,730 67,725 120,148
Gaugler, Edward A. 4,994,145 67,380 163,078
Hornig, George R. 4,971,892 67,164 185,545
Litchtenstein, Warren 4,969,925 71,149 183,529
Nuzzo, Salvatore J. 4,985,905 68,601 170,097
Sanator, Robert J. 5,091,939 55,164 77,502
</TABLE>
All of the above nominees for the board of directors were elected.
The votes cast for, against and abstain for approving the appointment of Arthur
Andersen LLP as the Registrant's auditors for fiscal year 1997 were as follows:
For 5,183,492 Against 16,412 Abstain 24,699
The appointment of Arthur Andersen LLP as the Registrant's auditors was
approved, since this proposal received the required affirmative vote of a
majority of the votes cast at the annual meeting.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
The information called for by this section is listed in the Exhibit
Index of this report.
(b) Reports on Form 8-K
Registrant did not file any reports on Form 8-K during the quarter ended
October 31, 1996.
<PAGE> 10
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.
SL INDUSTRIES, INC.
----------------------
Registrant
Dated: December 10, 1996 Owen Farren
------------------ ---------------
Owen Farren
President and
Chief Executive Officer
Dated: December 10, 1996 James E. Morris
------------------- ---------------
James E. Morris
Vice President,
Corporate Controller,
Treasurer and Secretary
<PAGE> 11
INDEX TO EXHIBITS
The exhibit number, description and sequential page number in the original copy
of this document where exhibits can be found follows:
<TABLE>
<CAPTION>
Exhibit Description Page
------- ----------- ----
<S> <C> <C>
3.1 By-law, amendments 12
3.2 By-laws, as amended 13
11 Statement Re Computation 27
of Per Share Earnings
27 Financial Data Schedule 28
</TABLE>
<PAGE> 1
EXHIBIT 3.1
SL INDUSTRIES, INC. BY-LAW AMENDMENTS
ARTICLE III
SHAREHOLDERS' MEETINGS
SECTION 2. - Annual Meetings: The Annual Meeting of the
Shareholders shall be held at such time and date as may be fixed each year by
the Board of Directors, when the shareholders shall elect by a plurality vote a
Board of Directors and transact such other business as may properly be brought
before the meeting.
If the Annual Meeting for election of Directors is
not held on the day designated therefore, the Directors shall cause the meeting
to be held as soon thereafter as convenient.
SECTION 12. - Advance Notification Requirement: At any meeting
of Shareholders, only such director nominations, proposals or other business
("business") shall be conducted or considered by the Shareholders as shall have
been properly brought before such meeting. To be properly brought before a
meeting the business must be a proper subject for action by Shareholders and
must be: (a) specified in the notice of any meeting (or supplement thereto)
given by or at the direction of the Board of Directors; (b) brought before a
meeting by or at the direction of the Board of Directors; or (c) brought before
a meeting by a Shareholder where the Shareholder has complied with the
procedures set forth in this Section.
For business to be properly brought before a
meeting by a Shareholder of the Corporation, the Shareholder must give the
Secretary of the Corporation timely written notice of the business to be brought
before a meeting. To be timely, a Shareholder's written notice must be delivered
or mailed to and actually received at the Corporation's principal headquarters
no later than the close of business on the 60th calendar day prior to the date
of the meeting. A Shareholder's written notice to the Secretary of the
Corporation of the business to be brought before the meeting shall set forth (a)
as to each person whom the Shareholder proposes to nominate for election or
reelection as a director all information relating to such person that is
required to be disclosed in solicitations of proxies for election of directors,
or is otherwise required, in each case pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), including such
person's written consent to being named in the proxy statement as a nominee and
to serving as a director if elected; (b) as to any other business that the
Shareholder proposes to bring before the meeting, a brief description of the
business desired to be brought before the meeting, the reasons for conducting
such business at the meeting and any material interest in such business of such
Shareholder and the beneficial owners, if any, on whose behalf the proposal is
made; and (c) as to the Shareholder giving the notice and the beneficial owner,
if any, on whose behalf the nomination or proposal is made (i) the name and
address of such Shareholder, as they appear on the Corporation's books, and of
such beneficial owner, (ii) the class and number of shares of the Corporation
which are owned beneficially and of record by such Shareholder and such
beneficial owner and (iii) a representation that the Shareholder is a holder of
record of shares of the Corporation and intends to appear in person or by proxy
at the meeting to propose such business.
Notwithstanding anything in the Corporation's
By-Laws to the contrary, no business shall be conducted at a Shareholder meeting
except in accordance with the provisions and procedures set forth in this
Section of the Corporation's By-Laws.
The presiding officer of a meeting shall, if the
facts warrant, determine and declare to the meeting that the business was not
properly brought before the meeting, and, in accordance with the provisions of
this section of the Corporation's By-Laws, the presiding officer of the meeting
shall so declare to the meeting that any such business not properly before the
meeting shall not be transacted.
<PAGE> 1
EXHIBIT 3.2
BY-LAWS
OF
SL INDUSTRIES, INC.
ARTICLE 1
OFFICES
SECTION 1. The registered office of the Corporation shall be
at the Corporation Trust Company, 28 West State Street, Trenton, New Jersey
08608.
SECTION 2. The Corporation may have such other offices either
within or without the state as the Board of Directors may designate or the
business of the Corporation may require from time to time.
ARTICLE II
SEAL
SECTION 1. The corporate seal shall have inscribed thereon the
name of the corporation, the year of its creation and the words "Corporate Seal,
New Jersey".
ARTICLE III
SHAREHOLDERS' MEETINGS
SECTION 1. All meeting of the Shareholders shall be held at
the registered office of the Corporation or at such other place or places either
within or without the State of New Jersey as may from time-to-time be selected
by the Board of Directors.
SECTION 2. Annual Meetings: The Annual Meeting of the
Shareholders shall be held at such time and date as may be fixed each year by
the Board of Directors, when the shareholders shall elect by a plurality vote a
Board of Directors and transact such other business as may properly be brought
before the meeting.
If the Annual Meeting for election of Directors is
not held on the day designated therefore, the Directors shall cause the meeting
to be held as soon thereafter as convenient.
SECTION 3. Special Meetings: Special Meetings of the
Shareholders may be called by the Chairman, the President or the Board of
Directors and, with respect to Shareholders, as provided in Section 14A:5-3 of
the New Jersey Business
<PAGE> 2
Corporation Act, as in effect from time to time or any successor statute
thereto.
SECTION 4. Notice of Shareholders' Meetings: Written notice of
the time, place and purpose or purposes of every meeting of Shareholders shall
be given not less than thirty (30) nor more than sixty (60) days before the date
of the meeting either personally or by mail to each Shareholder of record
entitled to vote at the meeting, unless lessor or greater period of notice is
required or allowed by statute in a particular case.
When a meeting is adjourned to another time or
place, it shall not be necessary to give notice of the adjourned meeting if the
time and place to which the meeting is adjourned are announced at the meeting at
which the adjournment is taken and at the adjourned meeting only such business
is transacted as might have been transacted at the original meeting. However, if
after the adjournment the Board fixes a new record date for the adjourned
meeting, a notice of the adjourned meeting shall be given to each Shareholder of
record entitled to notice on the new record date.
SECTION 5. Waiver of Notice: Notice of a meeting need not be
given to any Shareholder who signs a waiver of such notice, in person or by
proxy, whether before or after the meeting. The attendance of any Shareholder at
a meeting, in person or by proxy, without protesting prior to the conclusion of
the meeting the lack of notice of such meeting shall constitute a waiver of
notice by him.
Whenever Shareholders are authorized to take any
action after the lapse of a prescribed period of time, the action may be taken
without such lapse if such requirement is waived in writing, in person or by
proxy, before or after the taking of such action by every Shareholder entitled
to vote thereon as of the date of the taking of such action.
SECTION 6. Fixing Record Date:
(1) The Board may fix, in advance, a date as the record date
for determining the Corporation's Shareholders with regard to any corporate
action or event and, in particular, for determining the Shareholders who are
entitled to:
(a) notice of or to vote at any meeting of Shareholders
or any adjournment thereof;
(b) be given a written consent to any action without a
meeting; or
(c) receive payment of any dividend or allotment of any
given right.
2
<PAGE> 3
The record date may in no case be more than sixty (60) days prior to the
Shareholders' meeting or other corporate action or event to which it relates.
The record date for a Shareholders' meeting is recommended to be not less than
thirty (30) days before the date of the meeting. The record date to determine
Shareholders to give a written consent may not be more than sixty (60) days
before the date fixed for tabulation of the consents or, if no date has been
fixed for tabulation, more than sixty (60) days before the last day on which
consents received may be counted.
(2) If no record date is fixed,
(a) The record date for a Shareholders' meeting shall be
the close of business on the day next preceding the
day on which notice is given or, if no notice is
given, the day next preceding the day on which the
meeting is held; and
(b) The record date for determining Shareholders for any
other purpose shall be at the close of business on
the day on which the resolution of the Board relating
thereto is adopted.
(3) When a determination of Shareholders of record for a
Shareholders' meeting has been made as provided in this section, such
determination shall apply to any adjournment thereof, unless the Board fixes a
new record date under this section for the adjourned meeting.
SECTION 7. Voting Lists: The officer or agent having charge of
the stock transfer books for shares of the Corporation shall make and certify a
complete list of Shareholders entitled to vote at a Shareholders' meeting or any
adjournment thereof. A list required by this section may consist of cards
arranged alphabetically or any equipment which permits the visual display of
such information. Such list shall be arranged alphabetically within each class,
series or groups of Shareholders maintained by the Corporation for convenience
of reference, with the address of and the number of shares held by each
Shareholder; be produced or available by means of a visual display at the time
and place of the meeting; be subject to the inspection of any Shareholder for
reasonable periods during the whole time of the meeting; and be prima facie
evidence as to who are the Shareholders entitled to examine such list or to vote
at any meeting.
If the requirements of this section have not been
complied with, the meeting, on the demand of any Shareholder in person or by
proxy, shall be adjourned until the requirements are complied with. Failure to
comply with the requirements of this section shall not affect the validity of
any action taken at such meeting prior to the making of any such demand.
3
<PAGE> 4
SECTION 8. Quorum: Unless otherwise provided in the
Certificate of Incorporation or by Statute, the holders of shares entitled to
cast a majority of the votes at a meeting shall constitute a quorum at such
meeting. The Shareholders present in person or by proxy at a duly organized
meeting may continue to do business until adjournment, notwithstanding the
withdrawal of enough Shareholders to leave less than a quorum.
Less than a quorum may adjourn.
Whenever the holders of any class or series of
share are entitled to vote separately on a specified item of business, the
provisions of this section shall apply in determining the presence of a quorum
of such class or series for the transaction of such specified item of business.
SECTION 9. Voting: Each holder of any share with voting rights
shall be entitled to one (1) vote for each such share registered in his name,
except as otherwise provided in the Certificate of Incorporation. Whenever any
action, other than the election of Directors, is to be taken by vote of the
Shareholders, it shall be authorized by a majority of the votes cast at a
meeting of Shareholders by the holders of shares entitled to vote thereon,
unless a greater plurality is required by statute or by the Certificate of
Incorporation.
Every Shareholder entitled to vote at a meeting of
Shareholders or to express consent without a meeting may authorize another
person or persons to act for him by proxy. Every proxy shall be executed in
writing by the Shareholder or his agent, except that a proxy may be given by the
Shareholder or his agent by telegram or cable or by means of electronic
communication which results in a writing. No proxy shall be valid for more than
eleven (11) months unless a longer time is expressly provided therein. Unless it
is irrevocable as provided in Section 14A:5-19(3) of the New Jersey Business
Corporation Act, a proxy shall be revocable at will. The grant of a later proxy
revokes any earlier proxy unless the earlier proxy is irrevocable. A proxy shall
not be revoked by the death or incapacity of the Shareholder but the proxy shall
continue to be in force until revoked by the personal representative or guardian
of the Shareholder. The presence at any meeting of any shareholder who has given
a proxy does not revoke the proxy unless the Shareholder files written notice of
the revocation with the Secretary of the meeting prior to the voting of the
proxy, or votes the shares subject to the proxy by written ballot.
SECTION 10. Election of Directors: Except as otherwise
provided in the Certificate of Incorporation, at each election of Directors
every Shareholder entitled to vote at such election shall have the right to vote
the number of shares owned by him for as many persons as there are Directors to
be elected and for whose election he has a right to vote. Directors shall
4
<PAGE> 5
be elected by a plurality of the votes cast at the election, except as otherwise
provided by the Certificate of Incorporation.
Elections of Directors need not be by ballot
unless a Shareholder demands election by ballot at the election and before the
voting begins.
SECTION 11. Inspectors of Election: The Board, in advance of
any Shareholders' meeting or of the tabulation of written consents of
Shareholders without a meeting, may appoint one or more inspectors to act at the
meeting or any adjournment thereof or to tabulate such consents and make a
written report thereof. If inspectors to act at any meeting of Shareholders are
not so appointed or shall fail to qualify, the person presiding at a
Shareholders' meeting may and on the request of any Shareholder entitled to vote
thereat shall make such appointment.
Each inspector, before entering upon the discharge
of his duties, shall take and sign an oath faithfully to execute the duties of
inspector with strict impartiality and according to the best of his ability. No
person shall be elected a Director in an election for which he has served as an
inspector.
SECTION 12. Advance Notification Requirement: At any meeting
of Shareholders, only such director nominations, proposals or other business
("business") shall be conducted or considered by the Shareholders as shall have
been properly brought before such meeting. To be properly brought before a
meeting the business must be a proper subject for action by Shareholders and
must be: (a) specified in the notice of any meeting (or supplement thereto)
given by or at the direction of the Board of Directors; (b) brought before a
meeting by or at the direction of the Board of Directors; or (c) brought before
a meeting by a Shareholder where the Shareholder has complied with the
procedures set forth in this Section.
For business to be properly brought before a
meeting by a Shareholder of the Corporation, the Shareholder must give the
Secretary of the Corporation timely written notice of the business to be brought
before a meeting. To be timely, a Shareholder's written notice must be delivered
or mailed to and actually received at the Corporation's principal headquarters
no later than the close of business on the 60th calendar day prior to the date
of the meeting. A Shareholder's written notice to the Secretary of the
Corporation of the business to be brought before the meeting shall set forth (a)
as to each person whom the Shareholder proposes to nominate for election or
reelection as a director all information relating to such person that is
required to be disclosed in solicitations of proxies for election of directors,
or is otherwise required, in each case pursuant to Regulation 14A
5
<PAGE> 6
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
including such person's written consent to being named in the proxy statement as
a nominee and to serving as a director if elected; (b) as to any other business
that the Shareholder proposes to bring before the meeting, a brief description
of the business desired to be brought before the meeting, the reasons for
conducting such business at the meeting and any material interest in such
business of such Shareholder and the beneficial owners, if any, on whose behalf
the proposal is made; and (c) as to the Shareholder giving the notice and the
beneficial owner, if any, on whose behalf the nomination or proposal is made (i)
the name and address of such Shareholder, as they appear on the Corporation's
books, and of such beneficial owner, (ii) the class and number of shares of the
Corporation which are owned beneficially and of record by such Shareholder and
such beneficial owner and (iii) a representation that the Shareholder is a
holder of record of shares of the Corporation and intends to appear in person or
by proxy at the meeting to propose such business.
Notwithstanding anything in the Corporation's
By-Laws to the contrary, no business shall be conducted at a Shareholder meeting
except in accordance with the provisions and procedures set forth in this
Section of the Corporation's By-Laws.
The presiding officer of a meeting shall, if the
facts warrant, determine and declare to the meeting that the business was not
properly brought before the meeting, and, in accordance with the provisions of
this section of the Corporation's By-Laws, the presiding officer of the meeting
shall so declare to the meeting that any such business not properly before the
meeting shall not be transacted.
ARTICLE IV
DIRECTORS
SECTION 1. The business and affairs of this Corporation shall
be managed by its Board of Directors, not less than five (5) nor more than ten
(10) in number, as determined by the Board. A Director shall be at least
eighteen years of age and need not be a United States citizen or a resident of
this State or a Shareholder in the Corporation. Each Director shall be elected
by the Shareholders at the Annual Meeting of the Corporation and shall be
elected for the term of one (1) year and until his successor shall be elected
and shall qualify.
SECTION 2. Regular Meetings: Regular meetings of the Board
shall be held immediately following the Annual Meeting of Shareholders, and at
such other times and places, as shall be determined by the Board. After the
election of the Directors, the newly-elected Board shall meet for the purpose of
organization, election of officers of the Corporation and
6
<PAGE> 7
Chairman, and otherwise, and no notice of such meeting shall be necessary to the
newly-elected Directors in order to constitute legally the meeting, provided a
majority of the whole Board shall be present.
SECTION 3. Quorum: A majority of the entire Board or of any
committee thereof shall constitute a quorum for the transaction of business and
the act of the majority present at a meeting at which a quorum is present shall
be the act of the Board or of the committee.
Any action required or permitted to be taken
pursuant to authorization voted at a meeting of the Board or any committee
thereof may be taken without a meeting if, prior or subsequent to such action,
all members of the Board or of such committee, as the case may be, consent
thereto in writing and such written consents are filed with the minutes of the
proceedings of the Board or the committee.
Where appropriate communication facilities are
reasonably available, any or all Directors shall have the right to participate
in all or any part of a meeting of the Board or a committee of the Board by
means of conference telephone or any means of communication by which all persons
participating in the meeting are able to hear each other, unless otherwise
provided in the Certificate of Incorporation.
SECTION 4. Special Meetings: Special meetings of the Board
may be called by the Chairman or the President on one day's notice to
each Director, either personally or by mail; special meetings may be called in
like manner and on like notice on the written request of any two (2) Directors.
SECTION 5. Waiver of Notice: Notice of any meeting need not be
given to any Director who signs a waiver of notice, whether before or after the
meeting. The attendance of any Director at a meeting without protesting prior to
the conclusion of the meeting the lack of notice of such meeting shall
constitute a waiver of notice by him. Neither the business to be transacted at
nor the purposes of any meeting of the Board need be specified in the notice or
waiver of notice of such meeting. Notice of any adjourned meeting need not be
given if the time and place are fixed at the meeting adjourning and if the
period of adjournment does not exceed ten (10) days in any one adjournment.
SECTION 6. Powers of Directors: The Board of Directors shall
have the management of the business of the Corporation. In addition to the
powers and authorities by the By-Laws expressly conferred upon them, the Board
may exercise all such powers of the Corporation and do all such lawful acts and
things as are not by statute nor by these By-Laws directed or required to be
exercised or done by the Shareholders.
7
<PAGE> 8
SECTION 7. Compensation of Directors: The Board, by the
affirmative vote of a majority of Directors in office and irrespective of any
personal interest of any of them, shall have authority to establish reasonable
compensation of Directors for services to the Corporation as Directors, officers
or otherwise.
SECTION 8. Executive Committee: If deemed advisable, the Board
of Directors, by resolution adopted by a majority of the entire Board, may
appoint from among its members an executive committee and one or more other
committees, each of which shall have one or more members. Each such committee
shall have and may exercise all the authority of the Board, except that no such
committee shall make, alter or repeal any By-Law of the Corporation; elect or
appoint any Director, or remove any officer or Director; submit to Shareholders
any action that requires Shareholders' approval; or amend or repeal any
resolution theretofore adopted by the Board which by its terms is amendable or
repealable only by the Board.
Actions taken at a meeting of such committee shall
be reported to the Board at its next meeting following such committee meeting
except that, when the meeting of the Board is held within two (2) days after the
committee meeting, such report, if not made at the first meeting, shall be made
to the Board at its second meeting following such committee meeting.
SECTION 9. Chairman of the Board: The Chairman of the Board
shall preside at all meetings of the Shareholders and of the Directors; shall be
ex officio a member of the Executive Committee, and shall exercise such other
powers and perform such other duties as the Board of Directors shall prescribe.
SECTION 10. Audit Committee: The Audit Committee shall be
appointed from among those Directors who are not officers or employees of the
Corporation. Such Committee shall designate from among its members a chairman
who shall preside over meetings of the Committee and perform such administrative
functions as the Committee may deem necessary. The Committee shall (a) recommend
to the Board and to the Shareholders an accounting firm whose duty it shall be
to audit the books and records of the Corporation; (b) review the audit report
each year and make such recommendations as it may deem appropriate to carry out
recommendations as may be made by the auditing accounting firm or such auditing
and account steps as the Committee may deem necessary upon its own motion; (c)
from time-to-time meet with and receive reports from the Corporation's
Controller and recommend to the Chairman, the President or the Board of
Directors such action, as the Committee may deem appropriate.
SECTION 11. Secretary: The Secretary shall keep full minutes
of all meetings of the Board of Directors, shall attend all sessions of the
Board, shall act as clerk thereof and shall record all minutes and proceedings
in a book to be kept
8
<PAGE> 9
for that purpose and shall perform like duties for the standing committees when
required. Unless otherwise provided by the Chairman, he shall give or cause to
be given notices of all meetings of the Board of Directors and shall perform
such other duties as may be prescribed by the Board of Directors.
SECTION 12. Discharge of Duties: A. In discharging their
duties, Directors and members of any committee designated by the Board shall not
be liable if, acting in good faith, they rely (a) upon the opinion of counsel
for the Corporation, (b) upon written reports setting forth financial data
concerning the Corporation and prepared by an independent public accountant or
certified public accountant or firm of such accountants, (c) upon financial
statements, books of account or reports of the Corporation represented to them
to be correct by the President, the officer of the Corporation having charge of
its books of account, or the person presiding at a meeting of the Board, or (d)
upon written reports of committees of the Board.
B. In discharging his duties to the Corporation
and in determining what he reasonably believes to be in the best
interest of the Corporation, a Director may, in addition to considering the
effects of the action on the Corporation's shareholders, consider any of the
following: (a) the effects of the action on the Corporation's employees,
suppliers, creditors and customers; (b) the effects of the action on the
community or communities in which the Corporation operates; and, (c) the
long-term as well as the short-term interests of the Corporation and its
shareholders, including the possibility that these interests may best be served
by the continued independence of the Corporation. If, on the basis of the
foregoing factors, the Board of Directors determines that any proposal or offer
to acquire the Corporation is not in the best interest of the Corporation, it
may reject such proposal or offer. If the Board of Directors determines to
reject any such proposal or offer, the Board of Directors shall have no
obligation to facilitate, remove any barriers to, or refrain from impeding the
proposal or offer.
ARTICLE V
OFFICERS
SECTION 1. The officers of the Corporation shall consist of a
President, a Secretary, a Treasurer, a Controller and, if desired, one or more
Vice Presidents, and such other officers as may be required. They shall be
annually elected by the Board of Directors and shall hold office for one (1)
year and until their successors are elected and have qualified, subject to
earlier termination by removal by the Board or resignation. The Board may also
choose such employees and agents as it shall deem necessary, who shall hold
their offices for such terms and shall have such authority and shall perform
9
<PAGE> 10
such duties as from time-to-time shall be prescribed by the Board.
Any two or more offices may be held by the same
person but no officer shall execute, acknowledge or verify any instrument in
more than one capacity if such instrument is required by law or by these By-Laws
to be executed, acknowledged or verified by two or more officers.
SECTION 2. Salaries: The salaries of all officers of the
Corporation shall be fixed by the Board of Directors.
SECTION 3. Removal: Any officer elected or appointed by the
Board of Directors may be removed by the Board with or without cause.
SECTION 4. President: The President shall be the Chief
Executive Officer of the Corporation; he shall have general and active
management of the business of the Corporation, shall perform the duties of the
Chairman of the Board in his absence and shall see that all orders and
resolutions of the Board are carried into effect, subject, however, to the right
of the Directors to delegate any specific powers, except such as may be by
statute exclusively conferred on the President, to any other officer or officers
of the Corporation. He shall be ex officio a member of all committees other than
the Audit Committee and shall have the general powers and duties of supervision
and management usually vested in the office of President of a corporation.
SECTION 5. Secretary: The Secretary shall keep full minutes of
all meetings of the Shareholders and shall give or cause to be given notices of
all meetings of the Shareholders of the Corporation and shall perform such other
duties as may be prescribed by the Board of Directors or the President, under
whose supervision he shall be.
SECTION 6. Treasurer: The Treasurer shall be responsible for
banking and borrowing arrangements of the Corporation and its relations with
financial institutions, as well as investor relations.
SECTION 7. Controller: The Controller shall be responsible for
keeping full and accurate accounts of the assets, liabilities, receipts and
disbursements of the Corporation and reporting thereon and on the Corporation's
transactions and financial condition.
ARTICLE VI
VACANCIES
SECTION 1. Directors: Any directorship not filled at the
Annual Meeting and any vacancy, however caused, including
10
<PAGE> 11
vacancies resulting from an increase in the number of Directors, occurring in
the Board may be filled by the affirmative vote of a majority of the remaining
Directors even though less than a quorum of the Board or by a sole remaining
Director. A Director so elected by the Board shall hold office until his
successor shall have been elected and qualified.
SECTION 2. Officers: Any vacancy occurring among the officers,
however caused, shall be filled by the Board of Directors.
SECTION 3. Resignations: Any Director or other officer may
resign by written notice to the Corporation. The resignation shall be effective
upon receipt thereof by the Corporation or at such subsequent time as shall be
specified in the notice of resignation.
ARTICLE VII
SHARE CERTIFICATES
SECTION 1. The share certificates of the Corporation shall be
numbered and registered in the transfer records of the Corporation as they are
issued. They shall bear the corporate seal, or a facsimile thereof, and shall be
signed by the President or a Vice President and by the Secretary or Assistant
Secretary. If the certificates are signed by a Transfer Agent and a Registrar,
the signatures of the officers of the Corporation may be facsimile.
SECTION 2. The Board of Directors shall have the power to
appoint one or more Transfer Agents and Registrars for the transfer and
registration of certificates of the shares of the Corporation and may require
that share certificates be countersigned by one or more of such Transfer Agents
and Registrars.
SECTION 3. Transfers: All transfers of the shares of the
Corporation shall be made upon the books of the Corporation by the holders of
the shares in person or by their legal representatives. Share certificates shall
be surrendered and cancelled at the time of transfer.
SECTION 4. Loss of Certificates: In the event that a share
certificate shall be lost, destroyed or mutilated, a new certificate may be
issued therefor upon such terms and indemnity to the Corporation as the Board of
Directors may prescribe.
ARTICLE VIII
BOOKS AND ACCOUNTS
SECTION 1. The Corporation shall keep books and records of
account and minutes of the proceedings of the
11
<PAGE> 12
Shareholders, Board of Directors and executive committees, if any. Such books,
records and minutes may be kept outside this State. The Corporation shall keep
at its principal office, its registered office or at the office of a transfer
agent a record or records containing the names and addresses of all
Shareholders, the number, class and series of shares held by each and the dates
when they respectively became the owners of record thereof. Any of the foregoing
books, minutes or records may be in written form or in any other form capable of
being converted into readable form within a reasonable time, and the Corporation
shall convert into readable form without charge any such records not in such
form, upon the written request of any person entitled to inspect them.
SECTION 2. Inspection: Any person who shall have been a
Shareholder of record of the Corporation for at least six (6) months immediately
preceding this demand or any person holding or so authorized in writing by the
holders of at least five percent (5%) of the outstanding shares of any class or
series, upon at least five (5) days' written demand shall have the right during
the usual business hours for any proper purpose to examine in person or by agent
or attorney the minutes of the proceedings of the Shareholders and record of
Shareholders and to make extracts therefrom at the places where the same are
kept.
ARTICLE IX
MISCELLANEOUS PROVISIONS
SECTION 1. Monetary Disbursements: All checks or demands for
money and notes of the Corporation shall be signed by such officer or officers
as the Board of Directors may from time to time designate.
SECTION 2. Fiscal Year: The fiscal year of the Corporation
shall begin on the first day of August of each year.
SECTION 3. Dividends: The Board of Directors may declare and
pay dividends upon the outstanding shares of the Corporation from time to time
and to such extent as they deem advisable, in the manner and upon the terms and
conditions provided by statute and the Certificate of Incorporation.
SECTION 4. Reserve: Before payment of any dividend there may
be set aside 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 purpose as the Directors shall think conducive to
the interests of the Corporation and the Directors may abolish any such reserve
in the manner in which it was created.
12
<PAGE> 13
SECTION 5. Giving Notice: Whenever written notice is required
to be given to any person, it may be given to such person, either personally or
by sending a copy thereof through the mail. If notice is given by mail, the
notice shall be deemed to be given when deposited in the mail addressed to the
person to whom it is directed at his last address as it appears on the records
of the Corporation with postage prepaid thereon. Such notice shall specify the
place, day and hour of the meeting and, in the case of a Shareholders' meeting,
the general nature of the business to be transacted.
In computing the period of time for the giving of
any notice required or permitted by statute or by the Certificate of
Incorporation or by these By-Laws or by any resolution of Directors or
Shareholders, the day on which the notice is given shall be excluded and the day
on which the matter noticed is to occur shall be included.
SECTION 6. Loans to Officers and Employees: The corporation
may lend money to or guarantee any obligation of or otherwise assist any officer
or other employee of the Corporation or of any subsidiary whenever it may
reasonably be expected to benefit the Corporation. The loan, guarantee or other
assistance may be made with or without interest, and may be unsecured or secured
in such manner as the Board shall approve, including, without limitation, a
pledge of shares of the Corporation, and may be made upon such other terms and
conditions as the Board may determine.
SECTION 7. Disallowed Compensation: Any payments made to an
officer or employee of the Corporation such as salary, commission, bonus,
interest, rent, travel or entertainment expense incurred by him which shall be
disallowed as a deductible expense for tax purposes shall be reimbursed by such
officer or employee to the Corporation to the full extent of the disallowance,
provided, however, that partial disallowances through no fault of the employee,
such as those provided by Section 274 of the Internal Revenue Code, at the
discretion of the Chief Executive Officer need not be reimbursed. In lieu of
payment by the officer or employee and subject to the determination of the
Directors, proportionate amounts may be withheld from his or her future
compensation payments until the amount owed to the Corporation has been fully
recovered.
ARTICLE X
INDEMNIFICATION
SECTION 1. Indemnification: The Corporation shall indemnify in
the manner and to the full extent permitted by the New Jersey Business
Corporation Act, as amended, any "corporate agent" of the Corporation (as such
term is defined in Section 14A:3-5 of the New Jersey Business Corporation Act)
who was or
13
<PAGE> 14
is a party to or is threatened to be made a party to any "proceeding" (as such
term is defined in said Section 14A:3-5), whether or not by or on behalf of the
Corporation, by reason of the fact that such person is or was a corporate agent
of the Corporation. Where required by law, the indemnification provided for
herein shall be made only as authorized in the specific case upon the
determination, in the manner provided by law, that indemnification of the
Corporate agent is proper in the circumstances. The Corporation, to the full
extent permitted by law, may purchase and maintain insurance on behalf of any
such person against any liability which may be asserted against him. To the full
extent permitted by laws, the indemnification provided herein shall include
"expenses" (as such term is defined in said Section 14A:3-5) and, in the manner
provided by law, any such expenses may be paid by the Corporation in advance of
the final disposition of such proceeding. The indemnification provided herein
shall not be deemed to limit the right of the Corporation to idemnify any other
person for any such expenses to the full extent permitted by law nor shall it be
deemed exclusive of any other rights to which any person seeking indemnification
from the Corporation may be entitled under any agreement, vote of Shareholders
or Directors, or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office.
ARTICLE X1
AMENDMENTS
SECTION 1. The Board of Directors shall have the power to
make, alter and repeal these By-Laws but By-Laws made by the Board may be
altered and repealed and new By-Laws may be made by the Shareholders.
<TABLE>
<S> <C> <C>
Amended and Restated - September 21, 1979
Amended and Restated - September 21, 1984
Amended and Restated - June 1, 1989
Amended and Restated - June 19, 1991
Amended and Restated - August 19, 1992
Amended and Restated - January 5, 1994
Amended and Restated - November 17, 1994
Amended and Restated - November 14, 1996
</TABLE>
14
<PAGE> 1
EXHIBIT 11
STATEMENT RE COMPUTATION OF PER SHARE EARNINGS
(In Thousands, Except Per Share Data)
<TABLE>
<CAPTION>
Three-Months
Ended
October 31,
1996 1995
---- ----
<S> <C> <C>
EARNINGS
Net income $880 $757
==== ====
- ---------------------------------------------------------------------------------------------------
SHARES
Weighted average number of common shares outstanding 5,770 5,654
Add: shares of common stock equivalents 277 232
----- -----
Weighted average number of common shares used in
primary earnings per share calculation 6,047 5,886
Add: incremental shares of common stock equivalents - 30
----- -----
Weighted average number of common shares used in
fully diluted earnings per share calculation 6,047 5,916
===== =====
- ---------------------------------------------------------------------------------------------------
PRIMARY EARNINGS PER SHARE
Net income $0.15 $0.13
===== =====
- ---------------------------------------------------------------------------------------------------
FULLY DILUTED EARNINGS PER SHARE
Net income $0.15 $0.13
===== =====
- ---------------------------------------------------------------------------------------------------
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM STATEMENT
OF EARNINGS, CONSOLIDATED BALANCE SHEET, CONSOLIDATED STATEMENT OF CASH FLOWS
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FORM 10-Q QUATRTER ENDED
OCTOBER 31, 1996.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUL-31-1996
<PERIOD-START> AUG-01-1996
<PERIOD-END> OCT-31-1996
<CASH> 194
<SECURITIES> 0
<RECEIVABLES> 17,380
<ALLOWANCES> 1,508
<INVENTORY> 17,137
<CURRENT-ASSETS> 36,827
<PP&E> 20,251
<DEPRECIATION> 12,242
<TOTAL-ASSETS> 64,559
<CURRENT-LIABILITIES> 15,864
<BONDS> 0
0
0
<COMMON> 1,582
<OTHER-SE> 27,848
<TOTAL-LIABILITY-AND-EQUITY> 64,559
<SALES> 27,844
<TOTAL-REVENUES> 27,844
<CGS> 17,850
<TOTAL-COSTS> 26,258
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 12
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1,416
<INCOME-TAX> 536
<INCOME-CONTINUING> 880
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 880
<EPS-PRIMARY> .15
<EPS-DILUTED> .15
</TABLE>
