<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[x] Annual Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 [Fee required]
For the fiscal year ended July 31, 1996
[ ] Transition Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 [No fee required]
For the transition period from ____ to ___
Commission file number: 0-22974
CMC INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 62-1434910
(State of incorporation) (IRS Employer Identification
No.)
4950 PATRICK HENRY DRIVE, SANTA CLARA, CA 95054
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (408) 982-9999
Securities registered pursuant to Section 12(b) of the Act: None.
Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.01
par value per share
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.
[ ] [ ]
X
Yes No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K [ X ]
State the aggregate market value of the voting stock held by non-affiliates of
the registrant: $34,924,833 at October 8, 1996.
Shares of Common Stock, $.01 par value per shares outstanding at September 30,
1996: 6,665,946
DOCUMENTS INCORPORATED BY REFERENCE
Documents incorporated by reference and the Part of the Form 10-K into which
the document is incorporated:
Portions of the Proxy Statement relating to the 1996 Annual Meeting of
Shareholders: Part III
Portions of the 1996 Annual Report to Shareholders: Part II
<PAGE> 2
PART I
ITEM 1. BUSINESS
CMC, together with its predecessor business, has been a leading
manufacturer of telecommunications systems and equipment for over 30 years.
The Company was incorporated in 1990 to acquire from Alcatel Network Systems,
Inc. ("Alcatel"), certain businesses operated from 1960 to 1987 by ITT and from
1987 to 1990 by Alcatel, n.v., a joint venture between ITT and Compagnie
Generale d'Electricite. In August 1993, the Company transferred certain assets
and related liabilities associated with its telecommunications business to
Cortelco Systems Holding Corp. ("Cortelco") in exchange for 1,000,000 shares of
Preferred Stock of Cortelco. These transactions effectively transferred to
Cortelco all of the Company's assets and liabilities not related to its
contract manufacturing business. The Company has provided independent contract
manufacturing services to a diverse base of customers in both the
telecommunications and computer electronics industries.
The Company manufactures a wide range of products for its customers
including sophisticated telecommunications equipment, computer peripherals and
subassemblies and printed circuit board ("PCB") assemblies. CMC provides a wide
range of manufacturing services primarily focusing on the manufacture of PCB
assemblies utilizing automated pin-through-hole technology ("PTH") and surface
mount technology ("SMT"). PTH technology involves the attachments of
electronic components to a PCB by inserting the leads of the components through
holes in the board and soldering the leads on the underside of the board. More
recently introduced is SMT technology which involves the attachment of
electronic components directly to the surface of the board, and accordingly
permits components to be mounted on each side of the board. In addition, the
Company provides assembly and test, procurement of materials, distribution,
product design and engineering support services. The Company has manufacturing
facilities in Corinth, Mississippi and Santa Clara, California (Silicon Valley)
and believes that these locations enable it to meet the cost and geographic
distribution requirements of its customers. The Company's major customers
include Cortelco, IBM Corporation ("IBM"), Global Village Communications
("Global Village") and Harris Corporation ("Harris").
Customers and Markets
CMC provides contract manufacturing services to major telecommunications
OEMs as well as suppliers of computer monitors, computer peripherals, data
networking equipment and other electronic components. CMC's customers sell the
manufactured products to domestic and worldwide markets. The following table
lists the Company's four largest customers in fiscal 1996 and describes the
products manufactured by CMC for such customers, the services provided and
contract expiration (if applicable):
<TABLE>
<CAPTION>
================================================================================================================================
Customer Product Services Provided Contract
Expiration
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
IBM Computer monitors, workstations, PS-2 Materials procurement; volume Not applicable
monitor board assemblies assembly; final assembly; testing
Cortelco Telephones, ISDN equipment, key and Materials procurement; manufacturability July 31, 1997
PBX/ACD systems, central office study; testing procedures; volume
switches assembly; plastic injection molding;
in-circuit, final and system testing
Global Village Date Communications Equipment Material procurement; manufacturability Not applicable
and testability studies; volume assembly;
testing
Harris Teleset, PBX systems Materials procurement; testability and Not applicable
manufacturability studies; volume
assembly; plastic injection molding;
testing
================================================================================================================================
</TABLE>
Telecommunications products have been manufactured at CMC's facility in
Corinth for over 30 years. From 1960 to 1987, the operations at Corinth were
owned and operated by ITT, which established a reputation for quality
manufacturing of telecommunications products and services to its customers.
The Company believes the telecommunications manufacturing expertise that it has
acquired over three decades is a competitive strength, allowing it to meet
customer requirements for strict quality control, prompt turnaround and
flexible response to design changes. Capitalizing on this
2
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expertise, the Company has expanded into the manufacture of computer equipment
and related peripherals, uninterruptable power supplies and data terminals.
The Company is seeking to leverage its capacity and manufacturing expertise by
expanding sales to new customers with products that are similar to its current
customer base in the telecommunications, data communications, computer related
products and value-added electronics industries.
The Company offers contract manufacturing services to its customers on
both a turnkey and consignment basis, with over 90% of the Company's net sales
derived from turnkey projects. On turnkey contracts, the Company both procures
the components and other supplies and provides full manufacturing services. On
consignment contracts, the customer provides the components and other supplies
to the Company, and the Company charges for only labor and overhead. The
establishment of a turnkey relationship requires significant investment of
resources by both the OEM customer and the contract manufacturer. The OEM must
incur expense to qualify the manufacturer by certifying the quality of its
processes and services and, in some cases, must also qualify the contract
manufacturer's sources of component supply. The OEM must also work with the
contract manufacturer to refine product design and manufacturing processes in
order to optimize manufacturability. The Company believes that OEMs seek to
establish relationships with turnkey manufacturing partners that they perceive
will be able to meet their production requirements over a long period of time
and successive product generations. Once this relationship is established, the
Company believes that OEMs typically experience significant difficulty in
reassigning a turnkey project to a new manufacturer or in moving the project
in-house. Accordingly, the Company believes that its emphasis on turnkey
manufacturing results in greater stability of its customer base. However, the
Company's results of operations may be materially adversely affected in the
event customers for whom the Company is in the process of manufacturing
products should reschedule their existing and forecast orders for the products.
Such rescheduling would result in inefficient utilization of equipment and
personnel dedicated to the manufacture of the specific products.
CMC develops and maintains customer relationships through the efforts of
Company management, program managers, project engineers and customer service
personnel. Project engineers and customer service personnel receive extensive
training in the Company's manufacturing and service capabilities in order to
respond to the specific needs of CMC's customers. CMC's project engineers work
with the customers' engineers and technical personnel to ensure a close working
relationship and understanding of the customers' needs.
The Company's four largest customers in fiscal 1996 and their respective
percentages of CMC's net sales for 1996 and 1995, respectively, were as
follows: Cortelco, 23% and 32%; IBM, 17% and 24%; Global Village, 13% and 0%;
Harris, 10% and 8%.
The Company derives revenues primarily from OEM arrangements which
prohibit the selling of the products manufactured to anyone other than the OEM.
As such, the Company does not normally allow returns except for repair of
defective material. In such cases, the Company charges the customer for the
repair unless the defect resulted from faulty manufacturing and occurred within
the warranty period. This policy applies to both affiliated and non-affiliated
customers.
It has been the Company's experience that orders for production of a given
product or product line typically decline over time as the customer's product
or product line matures. The Company manufactures single-line telephones,
telephone systems and system proprietary telephones for Cortelco. Cortelco's
single-line subsets are "mature" products with major product development
concentrated on system products. The Company manufactures several monitor
printed circuit board assemblies and complete monochrome monitors for IBM, most
of which are in the latter stages of their life cycle. The Company
manufactures telephones and printed circuit board assemblies for telephone
systems for Harris and data communications equipment for Global Village. The
products supplied to Harris and Global Village are considered "mid-life." In
the event that the Company is unable to compensate for the reduction in sales
of a given product over time through production of replacement or new products
for such customer or alternative customers, the Company's revenues and
operating results could be adversely affected.
MANUFACTURING
Services
CMC provides complete turnkey manufacturing solutions for its customers
from its vertically integrated 350,000 square foot facility in Corinth,
Mississippi. The Company's turnkey manufacturing services include component
procurement and testing, PCB assembly using both SMT and PTH, post-assembly PCB
testing, in-circuit test development, assembly of PCBs and other components
into final products, and product design and engineering support services. The
Company
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provides a complete, vertically-integrated manufacturing solution with
manufacturing capabilities as diverse as plastic injection molding, wire/cable
assembly, final unit assembly and testing. The Company delivers finished
products to the OEM or, if requested, delivers products directly to the OEMs'
customers.
The Company offers comprehensive and advanced manufacturing solutions to
its customers. The Company's broad range of manufacturing capabilities
includes both automated PTH and more advanced SMT processes, vertical
capabilities as diverse as plastic injection molding, wire/cable assembly and
final assembly and testing, and additional services such as component
procurement and testing, product design and engineering support services.
Accordingly, the Company's production processes can accommodate the manufacture
of a broad range of telecommunications and electronics components and products.
While the Company continually seeks to improve the flexibility of its
production systems, the commencement of production of new products typically
involves startup costs, lower yields and other inefficiencies. Achievement of
volume production of a new product at the Company's Corinth facility typically
requires a period as short as several days for products substantially similar
to those previously manufactured by the Company, to as many as several months
for completely new products.
Since turnkey manufacturing may be a substitute for all or a portion of a
customer's in-house manufacturing capability, continuous technical and
administrative communication between the Company and its customer is required.
CMC establishes a close relationship with each OEM partner in the early stages
of product development to assist the OEM partner in the evaluation of board
designs and thereby improve manufacturability and testability. Building on
this knowledge, CMC's technical staff monitors manufacturing process yields to
propose engineering changes for product improvement and cost reductions.
Certain of the products manufactured by CMC are in the early stages of their
life cycle and may therefore have ongoing design or engineering changes. The
Company believes a critical element of turnkey manufacturing services is an
ability to respond rapidly to engineering design changes. Because of its
history of design and manufacturing, particularly in the telecommunications
industry, and its close working knowledge of its customers' products, the
Company believes it is better able to meet its customers' needs.
Another key element in turnkey manufacturing services is the procurement
of materials, which consists of the planning, purchasing, expediting,
warehousing and financing of the components and material required to assemble a
PCB or system-level assembly. OEMs increasingly have required contract
manufacturers to purchase all or some components directly from component
manufacturers or distributors and to warehouse and finance the components and
materials. The Company orders materials and components based on purchase
orders received and accepted and seeks to minimize its inventory of materials
or components that are not identified for use in filling specific orders.
Electronic components are purchased directly by CMC and, in certain
circumstances, the Company bears the risk of component price fluctuations. The
electronics industry has been characterized by shortages from time to time in
microprocessors and other semiconductor components, which shortages have led to
allocations by third-party suppliers. These delays to date have not had a
material adverse effect on the Company's results of operations. If component
shortages occur, the Company may not be able to secure quantities required to
fulfill orders, which could result in delays in shipments, cancellation or
delays in orders, or losses resulting from price increases by suppliers of
parts or components, which could have a material adverse effect on the
Company's results of operations.
CMC's California operations provide consignment assembly services as well
as turnkey manufacturing services at its 74,000 square foot facility in Santa
Clara. The California plant is strategically located in Silicon Valley to
service emerging and rapidly growing OEM customers, many of which have not
established manufacturing operations. The California operation provides
manufacturing services that include prototype boards, testing services and
assembly services utilizing PTH and SMT.
Processes
CMC manufactures for its customers a wide variety of complex,
technologically advanced products that require a coordinated manufacturing
process combining advanced manufacturing technology with computerized
in-circuit, final, and system testing techniques. Such manufacturing primarily
involves attachment of electronic components to PCBs using either PTH or SMT.
CMC seeks to add product lines that require advanced technological processes,
in order to further develop its manufacturing expertise. Company employees
regularly attend training seminars on the latest developments in manufacturing
technologies.
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In PTH production, components are attached by pins (also called "leads")
inserted through and soldered to plated holes in the PCB. In SMT production,
the leads on integrated circuits and other electronic components are soldered
to the surface of the PCB rather than inserted into holes. SMT can accommodate
a substantially higher number of leads in a given area than PTH, thereby
permitting the PCB to interconnect a greater density of integrated circuits,
which permits tighter component spacing and a reduction in the PCB dimensions.
Additionally, SMT allows components to be placed on both sides of the PCB,
thereby permitting even greater density. The substantially finer lead-to-lead
spacing or "pitch" in SMT requires a manufacturing process far more exacting
than the PTH interconnect products. Because of their high number of leads,
most very large scale integrated circuits are configured for SMT production.
The Company utilizes a computerized material requirements planning system
to direct the flow of materials through the manufacturing cycle. Printed
circuit board assemblies with PTH components are assembled using automatic
insertion machines for all eligible components, including axial, dual inline
package, radial and square-wire pins, which for most products allows over 90%
of the total PTH components to be automatically inserted. Manually assembled
components are either purchased or prepared in-house to allow for "drop-in"
assembly on a moving assembly conveyor that feeds the PCB assemblies directly
into an automated soldering system that solders the pins to the PCB. For SMT
printed circuit assemblies, CMC has full capability to run either "top-side,"
"bottom-side" or "mixed-technology" PCB assemblies. Equipment capabilities
include screen-printing with vision and computer-controlled alignment;
high-speed, in-line epoxy dispensing; surface-mount component placement with
speeds up to 25,000 components per hour per machine; assembly of fine-pitch
components and computer-controlled infrared reflow soldering.
The Company subjects assembled and soldered boards to board-level
in-circuit and functional testing. As part of the final unit assembly process,
the Company also functionally tests all products to verify conformance to
customer specifications. If desired, product testing can include burn-in at
elevated temperatures utilizing the Company's in-house burn-in chambers.
Printed circuit boards utilized for telecommunication systems receive final
system tests to verify the functional integrity of each system.
Quality
The Company believes that the quality of its manufacturing and customer
services is critical to customer satisfaction and long-term success. CMC has
emphasized the pursuit of high quality for many years. From 1960 to 1987,
CMC's Corinth facility was part of ITT, which pioneered many quality
improvement processes. Many of CMC's manufacturing and customer support
personnel were trained in quality principles and practices as employees of ITT.
CMC's quality assurance engineers have for many years received training
through in-house programs and by attending seminars, including enrollment in
The ITT Quality College.
The Company has achieved ISO 9002 certification at both its California and
Mississippi Operations. The Company believes that the process of attaining ISO
9002 certification serves as an excellent tool for quality improvement,
enabling the Company to provide consistency and excellence in its products and
services. Also, the Company believes that ISO 9002 certification offers
competitive advantages in that some potential customers prefer or require
manufacturers who have achieved such certification. The Company believes that
compliance with ISO 9002 will allow the Company to expand its bid
opportunities, especially with customers who participate in world-wide markets.
ENVIRONMENTAL CONTROLS
The Company is subject to a variety of regulations concerning
environmental laws related to the use, storage, discharge and disposal of
hazardous chemicals utilized during the manufacturing process and constantly
monitors its operations to avoid violations. Although the Company believes
that its facilities are currently in compliance with applicable environmental
laws, there can be no assurance that violations have not occurred and will not
occur. In the event of any violations of environmental laws, the Company could
be held liable for damages and for the costs of remedial actions and could also
be subject to revocation of its effluent discharge permits. Any such
revocation could require the Company to cease or limit production at either or
both of its facilities, thereby having a material adverse impact on the
Company's business and results of operations. To date, environmental
regulations have not restricted the Company's ability to operate or expand its
manufacturing operations or caused the Company to incur significant expense.
Environmental laws, however, could become more stringent over time, imposing
greater compliance costs and increasing risks and penalties associated with a
violation. See "Legal Proceedings."
<PAGE> 6
COMPETITION
The contract manufacturing services industry is highly competitive.
Competitive manufacturing services are available from many independent sources
as well as in-house manufacturing operations of current and potential
customers. In addition, certain large electronics manufacturers are
transforming existing manufacturing facilities into contract manufacturing
operations. The Company also competes with offshore contract manufacturers
which, due to their lower labor rates, have become significant competitors with
respect to high volume products or those with a high labor content. Many of
the Company's competitors have substantially greater manufacturing capacity and
financial and marketing resources than the Company, including significantly
greater SMT capacity. If the Company were to become unable to compete
effectively in terms of quality, delivery, advanced manufacturing, service or
price, the Company's business, financial condition and results of operations
could be materially adversely affected.
The Company believes that its primary competitors are Solectron
Corporation, Avex, Inc., Group Technologies Corporation, Flextronics
International Ltd., Jabil Circuit, Inc., and SCI Systems, Inc. CMC believes
that the primary competitive issues in the markets in which it focuses are
quality of manufacturing processes, surface mount capacity and total production
capacity, responsiveness to customer needs, price, quality, reliable delivery
and financial resources. CMC believes that it competes favorably with respect
to most of these factors. However, certain of the Company's competitors have
greater SMT and total production capacity and greater financial resources than
the Company. In addition, certain overseas competitors are able to offer low
cost production for certain types of products, particularly those which require
a higher labor content. To remain competitive, the Company must continue to
expand its advanced manufacturing technologies, provide superior quality and
service, and be price competitive. If the Company were to become unable to
compete effectively in terms of quality, delivery, advanced manufacturing,
service or price, the Company's business, financial condition and results of
operations could be materially adversely affected.
BACKLOG
The Company's backlog, excluding orders from Cortelco, was approximately
$30.5 million at July 31, 1996 and $45.7 million at July 31, 1995. Backlog
consists of purchase orders received by the Company primarily for shipment
within 180 days. Cortelco, an affiliate, purchases under a long-term supply
contract and provides forecasts and purchase orders. The Company's order
backlog from Cortelco was $5.9 million at July 31, 1996 and $11.4 million at
July 31, 1995. Cancellation and postponement of purchase orders do occur, and
the Company negotiates charges that vary depending on the time of the
cancellation or postponement. Because of possible rescheduling and
cancellation, backlog does not necessarily reflect future sales levels.
PATENTS AND TRADEMARKS
The Company owns four patents related to telephone equipment, but does not
believe that patent or trademark protection is an important competitive factor
in its market.
EMPLOYEES
At July 31, 1996, the Company had 1,014 full time employees and 100
temporary employees. At such date the Company had 929 hourly employees and 185
salaried employees, including 872 in manufacturing, 87 in manufacturing
support, 81 in engineering and quality, 29 in sales and marketing, and 45 in
general and administrative. None of the Company's employees are represented by
a labor union, and the Company has never experienced a work stoppage or strike.
The Company believes its relationships with its employees are good.
ITEM 2. PROPERTIES.
The Company's principal facility is a 350,000 square foot manufacturing
plant in Corinth, Mississippi. This plant is leased at the rate of $6,640 per
annum, pursuant to a lease with the Industrial Development Board of Alcorn
County, Mississippi, with options to renew the lease until 2060. The Company
also leases a 74,000 square foot facility in Santa Clara, California and 20,000
square feet of warehouse space in Corinth, Mississippi. The Company believes
that its facilities are adequate to meet its reasonably foreseeable
requirements. The Company continually evaluates future requirements, but has
no current plans to further expand its facilities.
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ITEM 3. LEGAL PROCEEDINGS.
In December 1993, the Company retained the services of an industrial
safety consultant to assist in quantifying the potential exposure to the
Company in connection with clean-up and related costs of a former manufacturing
site, commonly known as the ITT Telecommunications site in Milan, Tennessee and
more particularly described as a 50.1 acre tract surveyed by Construction
Layout Service of Milan, Tennessee. The consultant initially estimated that
the cost to remove the contaminated soil and deliver it to an appropriate
hazardous waste site would be approximately $200,000. Based upon this advice,
the Company subsequently entered into a voluntary agreement to investigate the
site with the Tennessee Department of Environment and Conservation. In
addition, the Company agreed to reimburse a tenant of the site $115,000 for
expenditures previously incurred to investigate environmental conditions at the
site. The Company recorded a total provision of $320,000 based on these
estimates. In fiscal 1995, an environmental expert concluded that the cost of
a full study combined with short and long-term remediation of the site may cost
between $3 and $4 million. During fiscal 1996, the Company was excluded as a
potentially responsible party ("PRP") by the State of Tennessee's Department of
Environment and Conservation in relation to the former facility; however,
Alcatel, Inc., a PRP named by the State of Tennessee's Department of
Environment and Conservation and a former owner of the Company, is seeking
indemnification from the Company. To date, no claims have been filed by
Alcatel; however, there can be no assurance that Alcatel or any other third
parties will not assert claims against the Company relating to remediation of
the site. In the event any such claim is made, the Company believes it has
numerous defenses which it will vigorously assert. There can be no assurance
that if any claim is asserted, defense or resolution of such matter will not
have a material adverse effect on the Company's financial position or results
of operations.
The Company is involved from time to time in litigation incidental to its
business. Management believes that the outcome of current litigation will not
have a material adverse effect upon the results of operations or financial
condition of the Company and will not disrupt the normal operations of the
Company.
ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
None.
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
On December 9, 1993, the Securities and Exchange Commission declared
effective the Company's Registration Statement with respect to an initial
public offering of 1,750,000 shares of Common Stock. The Common Stock is
listed on the Nasdaq National Market under the symbol "CMCI."
The following table sets forth, for the periods indicated, the high and
low sale prices for the Company's Common Stock as reported by the Nasdaq Stock
Market. Such prices represent prices between dealers and do not include retail
mark-ups, mark-downs or commissions and may not represent actual transactions.
<TABLE>
<CAPTION>
High Low
---- ---
Fiscal Year 1995:
- ----------------
<S> <C> <C>
First quarter $4.00 $2.75
Second quarter 6.25 3.75
Third quarter 5.13 1.75
Fourth quarter 3.75 1.87
Fiscal Year 1996:
- ----------------
First quarter 4.75 2.75
Second quarter 4.63 3.63
Third quarter 6.25 4.00
Fourth quarter 9.19 5.75
</TABLE>
There were approximately 88 holders of record of the Common Stock as of
September 30, 1996. The Company believes it had in excess of 1,000 beneficial
shareholders as of September 30, 1996. The Company had 6,665,946 shares
outstanding as of September 30, 1996.
The Company has not paid any cash dividends and does not anticipate paying
any cash dividends in the foreseeable future.
ITEM 6. SELECTED FINANCIAL DATA.
The Company's Selected Financial Data is hereby incorporated by reference
to page 8 of its 1996 Annual Report to Shareholders. Such Annual Report is
filed as Exhibit 13.1 hereto.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION.
The Company's Management's Discussion and Analysis of Financial Condition
and Results of Operation is hereby incorporated by reference to pages 9 through
16 of its 1996 Annual Report to Shareholders. Such Annual Report is filed as
Exhibit 13.1 hereto.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The information set forth in the Consolidated Financial Statements
contained in the 1996 Annual Report to Shareholders is incorporated herein by
reference. An index to the Company's Consolidated Financial Statements is set
forth at Part IV, Item 14(2) at page 11.
The selected quarterly financial data set forth under the caption
"Quarterly Results" at page 12 of the 1996 Annual Report to Shareholders is
incorporated herein by this reference.
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Information with respect to the directors and executive officers of the
Company is incorporated by reference from the Company's Proxy Statement
relating to the 1996 Annual Meeting of Shareholders. Such Proxy Statement has
been filed previously with the Securities and Exchange Commission.
ITEM 11. EXECUTIVE COMPENSATION.
Certain information relating to executive compensation included in the
Proxy Statement relating to the 1996 Annual Meeting of Shareholders is
incorporated herein by reference. Such Proxy Statement has been filed
previously with the Securities and Exchange Commission.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Certain information relating to stock ownership included in the Proxy
Statement relating to the 1996 Annual Meeting of Shareholders is incorporated
herein by reference. Such Proxy Statement has been filed previously with the
Securities and Exchange Commission.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Certain information relating to transactions with management included in
the Proxy Statement relating to the 1996 Annual Meeting of Shareholders is
incorporated herein by reference. Such Proxy Statement has been filed
previously with the Securities and Exchange Commission.
<PAGE> 10
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(1) EXHIBITS
<TABLE>
<CAPTION>
Exhibit Description
Number -----------
<S> <C>
3.1* Restated Certificate of Incorporation.
3.2* Amended and Restated Bylaws.
4.1* Form of Common Stock Certificate.
4.2*** Securities Purchase Agreement, dated as of May 15, 1996, by and between the Company and each of the
investors listed therein.
10.1* Agreement and Plan of Reorganization between CMC Industries, Inc. and International Telecommunication
Asia PTE, Ltd. dated as of October 2, 1993.
10.2* Lease Agreement between The Board of Supervisors of Alcorn County, Mississippi and International
Telephone and Telegraph Corp. dated August 1, 1961, as amended and supplemented and related documents.
10.3* Lease Agreement between Corinth Telecommunications Corp. (now known as CMC Manufacturing, Inc.) and
Douglas Jumper and Truitt Stockton d/b/a Jumper-Stockton Warehouses for the Pinecrest Road warehouse
dated October 20, 1992.
10.4* Lease Agreement between Corinth Telecommunications Corp. (now known as CMC Manufacturing, Inc.) and
Douglas Jumper and Truitt Stockton d/b/a Jumper-Stockton Warehouses for the Sawyers Road warehouse
dated October 20, 1992.
10.5* Lease Agreement between Lincoln N.C. Realty Fund, Incorporated and Topaz Industries, Inc. dated April 8,
1991.
10.6* Loan and Security Agreement dated August 23, 1993 between CMC Manufacturing, Inc. and Continental
Bank, N.A. and related documents.
10.7* License Agreement between ITT Corporation and ITT Telecom Products Corporation (now known as CMC
Manufacturing, Inc.) dated December 30, 1986.
10.8* Manufacturing Agreement between Cortelco International, Inc. and CMC Manufacturing, Inc. dated October
7, 1993.
10.9* Purchase Agreement between GTE Communication Systems Corporation and CMC Manufacturing, Inc.
dated April 1, 1994.
10.10* Commercial Promissory Notes between Topaz Industries, Inc. and Bank of Communications dated January 2,
1992 and February 9, 1993.
10.11* Agreement between Cortelco International, Inc. and CMC Manufacturing, Inc. dated as of September 1,
1993.
10.12* Cortelco USA, Inc. (now known as CMC Manufacturing, Inc.) Profit Sharing Savings Plan and Trust for
Salaried Employees.
10.13* Hourly Pension Plan for Employees of ITT Telecom Products Corporation (now known as CMC
Manufacturing, Inc.) at Corinth.
10.14* CMC Industries, Inc. 1990 Equity Incentive Plan, as amended and restated.
10.15* Form of Indemnification Agreement between CMC Industries, Inc. and certain officers and directors.
10.16** Lease Agreement between Guzik Investments, L.P. and CMC Industries dated June 14, 1995.
13.1 1996 Annual Report to Shareholders.
21.1 Subsidiaries of the Registrant.
23.1 Consent of Independent Accountants.
</TABLE>
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* Incorporated by reference to exhibits filed with the Registrant's
Registration Statement on Form S-1, Registration No. 33-70126.
** Incorporated by reference to exhibits filed with the Registrant's Annual
Report on Form 10-K for the year ended July 31, 1995.
*** Incorporated by reference to exhibits filed with the Registrant's Current
Report on Form 8-K filed the Securities and Exchange Commission on May 24,
1996.
(2) FINANCIAL ON STATEMENTS AND SCHEDULES
Consolidated Financial Statements of CMC Industries, Inc. and subsidiaries
Consolidated Balance Sheets as of July 31, 1996 and 1995
Consolidated Statements of Income for the Years Ended July 31, 1996,
1995 and 1994
Consolidated Statements of Changes In Stockholders' Equity for the Years
Ended July 31, 1996, 1995 and 1994
Consolidated Statements of Cash Flows for the Years Ended July 31, 1996,
1995 and 1994
Notes to Consolidated Financial Statements
Report of Independent Accountants
The Financial Statements are hereby incorporated by reference to pages 17
to 35 of the Company's 1996 Annual Report to Shareholders. Such Annual Report
is filed as exhibit 13.1 hereto.
All schedules specified by the Securities and Exchange Commission are
inapplicable or omitted pursuant to Regulation S-X since the information is
included in the Consolidated Financial Statements or related notes.
(3) REPORTS ON FORM 8-K
The Company filed a Current Report on Form 8-K with the Securities and
Exchange Commission on May 24, 1996, reporting the consummation of a placement
to private investors of an aggregate of 436,037 shares of the Company's Common
Stock and Warrants to purchase an aggregate of 168,963 shares of the Company's
Common Stock, which are exercisable at $7.50 per share. The purpose of the
offering was principally to provide additional financial flexibility to take
advantage of business opportunities as they arise.
<PAGE> 12
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
CMC INDUSTRIES, INC.
/s/ Matthew G. Landa
------------------------------------
Date: October 28, 1996 Matthew G. Landa, President,
Chief Executive Officer and Director
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 and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ David S. Lee Chairman of the Board October 28, 1996
- ----------------------------
David S. Lee
/s/ Matthew G. Landa President, Chief Executive October 28, 1996
- ---------------------------- Officer and Director
Matthew G. Landa
/s/ Andrew J. Moley Executive Vice President, October 28, 1996
- ---------------------------- Chief Financial Officer and
Andrew J. Moley Director
/s/ Ira Coron Director October 28, 1996
- ----------------------------
Ira Coron
/s/ Frederick W. Gibbs Director October 28, 1996
- ----------------------------
Frederick W. Gibbs
/s/ Charles Holloway Director October 28, 1996
- ----------------------------
Charles Holloway
</TABLE>
<PAGE> 1
EXHIBIT 13.1
1996 Annual Report to Shareholders.
<PAGE> 1
EXHIBIT 21.1
Subsidiaries of the Registrant.
<PAGE> 2
List of Subsidiaries
CMC Manufacturing, Inc., a Delaware corporation
Topaz Industries, Inc., a Delaware corporation
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 33-80234) of CMC Industries, Inc. of our report
dated August 26, 1996, except as to Note 8, which is as of September 26, 1996
appearing on page 35 of this Annual Report to Shareholders which is
incorporated in the Annual Report on Form 10-K.
PRICE WATERHOUSE LLP
Memphis, Tennessee
October 28, 1996
