FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
(Mark one)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____ to ____
Commission File Number: 1-12648
UFP Technologies, Inc.
(Exact name of registrant as specified in its charter)
Delaware 04-2314970
- ------------------------------- -----------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
172 East Main Street, Georgetown, Massachusetts 01833
-----------------------------------------------------
(Address of principal executive offices) (Zip Code)
(508) 352-2200
----------------------------------------------------
(Registrant's telephone number, including area code)
-----------------------------------------
(Former name, former address and former
fiscal year, if changed since last report)
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 filings
requirements for the past 90 days.
Yes [X] No [ ]
As of August 10, 1996, 4,636,854 shares of registrant's Common Stock, $.01 par
value, were outstanding.
<PAGE>
UFP TECHNOLOGIES, INC. AND SUBSIDIARY
INDEX
PART I - FINANCIAL INFORMATION Page
Item 1. Financial Statements
Consolidated Balance sheets
June 30, 1996 and December 31, 1995................... 1
Consolidated Statements of Operations
Three months ended and Six months ended
June 30, 1996 and 1995................................ 2
Consolidated Statements of Cash Flows
Six months June 30, 1996 and 1995..................... 3
Notes to Consolidated Financial Statements............ 4
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.......................... 5
PART II - OTHER INFORMATION............................................ 8
SIGNATURES ............................................................ 11
<PAGE>
PART I: FINANCIAL INFORMATION
Item 1. Financial Statements
UFP Technologies, Inc. and Subsidiary
Consolidated Balance Sheets
June 30, December 31,
1996 1995
(Unaudited) (Audited)
Assets:
Current Assets
Cash and cash equivalents $ 446,024 524,490
Receivables, net 5,261,358 4,944,541
Inventories 2,655,697 2,432,686
Prepaid expenses 236,791 322,627
Deferred income tax 228,900 228,900
------------ -----------
Total current assets 8,828,770 8,453,244
Property, plant and equipment 15,175,256 13,825,563
less accumulated depreciation
and amortization (6,794,027) (6,203,543)
------------ -----------
Net property, plant and equipment 8,381,229 7,622,020
Cash surrender value of officers life
insurance, net 343,990 343,990
Investments in and advances to
affiliated partnership 219,200 227,950
Deferred income taxes 113,110 113,110
Goodwill, net 3,636,401 3,740,321
Other assets 315,245 293,888
------------ -----------
Total assets $ 21,837,945 20,794,523
============ ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable $ 2,500,000 2,775,000
Current installments of long term debt 186,415 183,919
Current capital lease obligations 481,317 297,536
Accounts payable 2,198,857 1,814,807
Accrued expenses and payroll
withholdings 1,231,247 1,430,396
------------ -----------
Total current liabilities 6,597,836 6,501,658
Long term debt, excluding current
installments 1,067,521 1,161,369
Capital lease obligations, excluding
current installments 1,863,813 1,253,340
Retirement liability 469,896 439,896
------------ -----------
Total liabilities 9,999,066 9,356,263
Stockholders' Equity
Preferred stock, $.01 par value.
Authorized 1,000,000 shares;
no shares issued 0 0
Common stock, $.01 par value.
Authorized 20,000,000 shares;
issued and outstanding
4,636,854 shares at June 30, 1996
and 4,626,854 shares at
December 31, 1995 46,369 46,269
Additional paid-in capital 9,404,902 9,376,227
Retained earnings 2,387,608 2,015,764
------------ -----------
Total stockholders' equity 11,838,879 11,438,260
------------ -----------
Total liabilities and
stockholders' equity $ 21,837,945 20,794,523
============ ===========
The accompanying notes are an integral part of these consolidated financial
statements
1
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UFP Technologies, Inc. and Subsidiary
Consolidated Statements of Operations
(Unaudited)
Three months ended Six months ended
------------------------- -------------------------
June 30, June 30, June 30, June 30,
1996 1995 1996 1995
---------- ---------- ---------- ----------
Net sales $ 10,083,871 8,263,547 18,777,180 16,850,756
Cost of sales 7,605,057 6,388,220 14,253,733 13,065,014
------------ --------- ---------- ----------
Gross profit 2,478,814 1,875,327 4,523,447 3,785,742
Selling, general
and administrative
expenses 1,985,619 1,695,405 3,704,068 3,471,806
------------ --------- ---------- ----------
Operating income 493,195 179,922 819,379 313,936
Other deductions:
Interest expense 106,299 104,846 220,535 212,017
------------ --------- ---------- ----------
Income before
income taxes 386,896 75,076 598,844 101,919
Incomes taxes 152,000 227,000 20,000
------------ --------- ---------- ----------
0
Net income $ 234,896 75,076 371,844 81,919
============ ========= ========== ==========
Weighted average
shares outstanding 4,938,842 4,740,427 4,934,370 4,730,440
Per share:
Net income $ 0.05 0.02 0.08 0.02
The accompanying notes are an integral part of these consolidated financial
statements
2
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UFP Technologies, Inc. and Subsidiary
Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Six months ended
------------------------
June 30, June 30,
1996 1995
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 371,844 81,919
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 694,404 640,482
Net loss in affiliated partnership 8,750 10,500
Stock issued in lieu of compensation 16,875 16,250
Changes in operating assets and liabilities:
Receivables, net (316,817) 180,738
Inventories (223,011) (245,880)
Prepaid expenses 85,836 15,436
Accounts payable 384,050 (504,207)
Accrued expenses and payroll withholdings (199,149) (77,000)
Retirement liability 30,000 30,000
-------------- ------------
Net cash provided by operating activities 852,782 148,238
Cash flows from investing activities:
Additions to property, plant and equipment (1,349,693) (610,916)
Decrease in cash surrender value of officers
life -- 206,281
insurance
Increase other assets (21,357) (25,545)
-------------- ------------
Net cash used in investing activities (1,371,050) (430,180)
Cash flows from financing activities:
Net borrowings (repayment) under notes payable (275,000) 79,132
Principal repayments of long-term debt (91,352) (29,890)
Principal repayments of capital leases (146,746) (70,918)
Proceeds from long term debt borrowings 0 350,000
Proceeds from capital lease obligation 941,000 0
Proceeds from sale of common stock 11,900 0
-------------- ------------
Net cash provided (used) by financing activities 439,802 328,324
-------------- ------------
Net change in cash and cash equivalents (78,466) 46,382
Cash and cash equivalents, at beginning of period 524,490 406,225
-------------- ------------
Cash and cash equivalents, at end of period $ 446,024 452,607
-------------- ------------
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements
3
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UFP TECHNOLOGIES, INC. AND SUBSIDIARY
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(1) Basis of Presentation
The interim consolidated financial statements of UFP Technologies, Inc. (the
Company) presented herein, without audit, have been prepared pursuant to the
rules of the Securities and Exchange Commission for quarterly reports on Form
10-Q and do not include all the information and note disclosures required by
generally accepted accounting principles. These statements should be read in
conjunction with the consolidated financial statements and notes thereto for the
year ended December 31, 1995, included in the Company's 1995 Annual Report to
Stockholders as provided to the Securities and Exchange Commission on May 2,
1996.
The consolidated balance sheet as of June 30, 1996, the consolidated
statements of operations for the three months ended and six months ended June
30, 1996 and 1995 and the consolidated statements of cash flows for the three
months ended and six months ended June 30, 1996 and 1995, are unaudited but, in
the opinion of management, include all adjustments (consisting of normal,
recurring adjustments) necessary for fair presentation of results for these
interim periods.
The results of operations for the three months ended and six months ended
June 30, 1996, are not necessarily indicative of the results to be expected for
the entire fiscal year ending December 31, 1996.
(2) Inventory
Inventories are stated at the lower of cost (first-in, first-out) or market
and consist of the following:
June 30, December 31,
1996 1995
(unaudited) (audited)
----------- ---------
Raw materials .............................. $1,827,713 1,724,537
Work-in-process ............................ 311,904 193,185
Finished goods ............................. 495,591 383,449
Contract-in-process ........................ 20,489 131,515
---------- ----------
Total Inventory ....................... $2,655,697 2,432,686
========== ==========
Work-in-process and finished goods inventories consists of materials, labor
and manufacturing overhead.
(3) Common Stock
At December 31, 1995, 668,500 options were outstanding under the Company's
1993 Stock Option Plan ("1993 Plan"). The purpose of these options are to
provide long-term rewards and incentives to the Company's key employees,
officers, employee directors, consultants and advisors. There were 51,500
options issued and 5,000 were exercised in the first six months of 1996 under
the 1993 Plan, and 13,500 options expired. At June 30, 1996, 701,500 options
were outstanding under the plan.
4
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At December 31, 1995, 22,500 options were outstanding under the Company's
Non-Employee Director Plan. No options were issued, exercised or expired in the
first six months of 1996 under the Director Plan.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations
Three months ended June 30, 1996 and 1995
The Company's net sales increased 22.0% to $10,084,000 in the 1996 period
from $8,264,000 in the 1995 period. The increase was primarily attributable to
an increase in sales volume of the Company's molded fiber products and specialty
foam plastic products.
Costs of sales as a percentage of sales improved to 75.4% in the 1996 period
from 77.3% in the 1995 period. The improvement in the cost of sales margin was
primarily attributable to continued volume and manufacturing efficiency
improvements associated with the Company's molded fiber products.
Selling, general and administrative expenses as a percentage of sales
improved to 19.7% in the 1996 period from 20.5% in the 1995 period.
Interest expense increased slightly during these respective periods
primarily due to capital lease obligations associated with the Company's
purchase of additional molded fiber equipment.
Six months ended June 30, 1996 and 1995
The Company's net sales increased 11.4% to $18,777,000 in the 1996 period
from $16,851,000 in the 1995 period. The increase was primarily attributable to
an increase in sales volume of the Company's molded fiber products and
specialty foam plastic products. Sales in the 1996 period were impacted by a
two-week planned shut down of the California molded fiber plant for installation
of additional capacity, by increased seasonality associated with sales of molded
fiber products for computer peripherals and other consumer products, and by
adverse weather conditions, particularly in January 1996.
Costs of sales as a percentage of sales improved to 75.9% in the 1996 period
from 77.5% in the 1995 period. The improvement in the cost of sales margin was
primarily attributable to continued volume and manufacturing efficiency
improvements associated with the Company's molded fiber products.
Selling, general and administrative expenses as a percentage of net sales
improved to 19.7% in the 1996 period from 20.6% in the 1995 period.
Interest expense increased slightly during these respective periods primarily
due to capital lease obligations associated with the Company's purchase of
additional molded fiber equipment.
5
<PAGE>
Liquidity and Capital Resources
At June 30, 1996 the Company's working capital was approximately $2,231,000,
including $446,000 of cash and cash equivalents. In addition, the Company had a
$3,500,000 bank revolving loan facility, of which $2,500,000 was outstanding at
June 30, 1996. This facility was renewed on June 30, 1996 and the facility
availability was increased to $4,500,000.
During the six months ended June 31, 1996, operating activities provided the
Company with approximately $853,000 of cash, primarily due to the quarterly
profit, depreciation and amortization and an increase in accounts payables,
which were partially offset by an increase in accounts receivables and inventory
and a decrease in accrued expenses. The increases in accounts receivables,
accounts payables and inventory was primarily due to the increase in product
demand and sales.
Cash used in investing activities of approximately $1,371,000 which was
attributable to additions of property, plant and equipment. This amount was
primarily attributable to the purchase of molded fiber manufacturing equipment
which was installed late in the second quarter of 1996 at the Company's new Iowa
facility.
Net cash generated from financing activities totaled approximately $440,000,
primarily due to an increase in long term capital lease obligations related to
the new molded fiber manufacturing equipment which was partially offset by
principal repayments of long term debt and capital lease obligations. In the
first six months of 1996, the Company borrowed $941,000 under a 48 month capital
lease arrangement.
At June 30, 1996 the Company had approximately $978,000 outstanding under
two mortgage notes and $275,000 outstanding under two equipment notes. At June
30, 1996 the current portion of these obligations, together with the Company's
line of credit, totaled $2,686,000.
On June 30, 1996 the Company renewed its lending arrangement with BayBank of
Boston. Under the terms of the renewal the revolving loan facility limit was
increased from $3,500,000 to $4,500,000. And BayBank agreed to extend the
Company an additional $2,000,000 equipment line of credit. The term of the
agreement expires on June 30, 1997.
On July 8, 1996 the Company announced that it will increase the manufacturing
capacity of its Iowa Moulded Fibre Technology plant by 50% by purchasing a
second molded pulp packaging machine for the facility. The Company anticipates
financing this obligation through an equipment note or a capital lease
obligation provided by its primary lending institution.
Although at some point in the future the Company may seek additional debt or
equity financing to fund its growth needs, management believes that cash
generated from operations together with its existing resources, including its
revolving loan facility and its new $2,000,000 equipment line, will be
sufficient to fund its cash flow requirements through at least the next 12
months.
6
<PAGE>
Additionally on July 8, 1996 the Company announced that it had been approved for
listing on the Nasdaq National Market, and its stock began trading there
effective July 8th.
7
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PART II - OTHER INFORMATION
UFP TECHNOLOGIES, INC. AND SUBSIDIARY
Item 1 Legal Proceedings.
No Material Litigation
Item 2 Changes in Securities.
On June 28, 1996, the Company amended its Certificate of
Incorporation to increase the number of its authorized shares of
Common Stock, $.01 par value, from 10,000,000 to 20,000,000. The
additional shares of Common Stock are part of the Company's existing
class of Common Stock and, if and when issued, would have the same
rights and privileges as the shares of Common Stock presently
outstanding.
Pursuant to Delaware corporate law, the board of directors is
authorized to issue from time to time any and all authorized and
unissued shares of Common Stock for any proper corporate purposes
without prior stockholder approval, except as may be required for a
particular transaction by the Company's Certificate of Incorporation,
or by the rules of the Nasdaq Stock Market, or any other stock
exchange on which the Company's securities may then be listed.
The proposed increase in the number of authorized shares of Common
Stock will give the Company greater flexibility by allowing shares of
common stock to be issued by the board of directors without the delay
and expense of a special meeting of stockholders. For example, the
board of directors may deem it appropriate to make a private or
public offering of the Common Stock in order to raise funds for
working capital or other purposes, or the Common Stock may be issued
to finance possible future acquisitions, or for distribution pursuant
to employee benefit plans.
The authority of the board of directors to issue the newly-authorized
but unissued shares of Common Stock might be considered as having the
effect of discouraging an attempt by another person or entity to
effect a takeover or otherwise gain control of the Company, since the
issuance of additional shares of Common Stock would dilute the voting
power of the Common Stock then outstanding.
The Company is not aware of any efforts to accumulate the Company's
securities or to obtain control of the Company, and the Company has
no present intention or agreement to issue any additional shares of
Common Stock, other than pursuant to outstanding options.
Furthermore, the increase in the number of authorized shares of
Common Stock is not part of any plan by the Company to adopt a series
of antitakeover measures, and the Company has no present intention of
soliciting a stockholder vote on any such measures or series of
measures.
8
<PAGE>
Item 3 Defaults Upon Senior Securities.
None
Item 4 Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting of Stockholders on June 6, 1996.
At the meeting the stockholders elected the members of the Board of
Directors of the Company. The votes for such matter were as follows:
Nominee For Withheld Abstained
------- --- -------- ---------
William H. Shaw 3,449,551 17,815 0
Richard L. Bailly 3,449,651 17,715 0
R. Jeffrey Bailly 3,449,651 17,715 0
William C. Curry 3,449,651 17,715 0
Eliot H. Sherman 3,449,651 17,715 0
David L. Friedman 3,409,795 57,571 0
T. Gordon Roddick 3,449,651 17,715 0
Kenneth L. Gestal 3,449,651 17,715 0
There were no broker non-votes in connection with the election of
Directors.
In addition the stockholders voted to increase the number of shares
of $.01 par value Common Stock which the Corporation shall have the
authority to issue from 10,000,000 shares to 20,000,000 shares.
3.422,320 votes were cast in favor of this amendment, 35,236 vote
were cast against this amendment, 9,810 votes abstained and there
were no broker non-votes regarding this amendment.
Item 5 Other Information.
None
Item 6 Exhibits and Reports on Form 8-K.
(a) Exhibits furnished:
(3.01) Certificate of Amendment of Incorporation, as amended.
(10.38.7) First Amendment to Credit Agreement, dated May 31,
1995, between the Company and BayBank.
(10.38.8) Amended and Restated Revolving Credit Note, dated
May 31, 1996, between the Company and BayBank.
(10.38.9) Amended and Restated Equipment Note, dated May 31,
1996, between the Company and BayBank.
(11) Statement Re: Computation of Earnings Per Share.
9
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(27) Financial Data Schedule
(b) Reports on Form 8-K:
No reports on Form 8-K were filed by the Company during the
quarter ended June 30, 1996.
10
UFP TECHNOLOGIES, INC. AND SUBSIDIARY
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.
UFP TECHNOLOGIES, INC.
(Registrant)
August 10, 1996 /s/ R. Jeffrey Bailly
- --------------- --------------------------------------
Date R. Jeffrey Bailly
President, Chief Executive
Officer and Director
August 10, 1996 /s/ Paul J. Greenler
- --------------- --------------------------------------
Date Paul J. Greenler
Chief Financial Officer
11
[Letterhead]
State of Delaware
Office of the Secretary of State
--------------------------------
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE,
DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF
THE CERTIFICATE OF AMENDMENT OF "UFP TECHNOLOGIES, INC.", FILED
IN THIS OFFICE ON THE TWENTY-EIGHTH DAY OF JUNE, A.D. 1996,
AT 10 O'CLOCK A.M.
A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO
THE NEW CASTLE COUNTY RECORDER OF DEEDS FOR RECORDING.
2355379 8100 [Seal of /s/ Edward J. Freel
960191451 Secretary's Office, Edward J. Freel, Secretary of State
Delaware]
AUTHENTICATION: 8011463
DATE: 07-01-96
<PAGE>
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
UFP TECHNOLOGIES, INC.
UFP TECHNOLOGIES, INC., a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware, DOES
HEREBY CERTIFY:
FIRST: That the Board of Directors of the Corporation, by means of a
unanimous written consent in lieu of meeting dated April 18, 1996 adopted a
resolution setting forth a proposed amendment to the Certificate of
Incorporation of said Corporation, declaring said amendment to be advisable and
directing that such proposed amendment be considered at the next Annual Meeting
of Stockholders to held on June 6, 1996. The resolution setting forth the
proposed amendment is as follows:
RESOLVED, That the Certificate of Incorporation of the Corporation be
amended by striking out paragraph (a) of Article FOURTH thereof and by
substituting in lieu of said paragraph (a) the following new paragraph (a):
"(a) The total number of shares of all classes of stock which the
Corporation shall have authority to issue is (i) 20,000,000 shares of
Common Stock, $.01 par value per share (the "Common Stock"), and
(ii) 1,000,000 shares of Preferred Stock, $.01 par value per share
(the "Preferred Stock")."
SECOND: That at the Annual Meeting of the Stockholders of said corporation,
which was held on June 6, 1996, upon notice in accordance with
<PAGE>
Section 222 of the General Corporation Law of the State of Delaware, the
necessary number of shares as required by statute were voted in favor of the
amendment.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, said UFP TECHNOLOGIES, INC. has caused this Certificate
to be signed by R. Jeffrey Bailly, its President, this 24th day of June, 1996.
UFP TECHNOLOGIES
By /s/ R. Jeffrey Bailly
R. Jeffrey Bailly, President
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<PAGE>
CERTIFICATE OF INCORPORATION
OF
UFP TECHNOLOGIES, INC.
AS AMENDED ON
JUNE 28, 1996
The undersigned, a natural person, for the purposes of organizing a
corporation for conducting the business and promoting the purposes hereinafter
stated, under the provisions and subject to the requirements of the laws of the
State of Delaware (particularly Chapter l, Title 8 of the Delaware Code and the
acts amendatory thereof and supplemental thereto, and generally known as the
"General Corporation Law of the State of Delaware"), hereby certifies that:
FIRST: The name of the corporation (hereinafter called the
"Corporation") is UFP Technologies, Inc.
SECOND: The address, including street, number, city, and
county, of the registered office of the Corporation in the State of Delaware is
32 Loockerman Square, Suite L-100, Dover, County of Kent, Delaware 19901; and
the name of the registered agent of the Corporation in the State of Delaware at
such address is The Prentice-Hall Corporation System, Inc.
THIRD: The nature of the business and the purposes to be
conducted and promoted by the Corporation, shall be (a) to engage in the
manufacture, sale, research and development of packaging and specialty products
and (b) any lawful business, to promote any lawful purpose, and to engage in any
lawful act or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware.
FOURTH:
(a) The total number of shares of all classes of stock which
the Corporation shall have authority to issue is (i) 20,000,000 shares of Common
Stock, $.01 par value per share ("Common Stock"), and (ii) 1,000,000 shares of
Preferred Stock, $.01 par value per share (the "Preferred Stock").
(b) The Preferred Stock may be issued and designated by the
Board of Directors, in one or more classes or series and with such rights,
powers, preferences and terms and at such times and for such consideration as
the Board of
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Directors shall determine, without further stockholder action. With respect to
each class or series of Preferred Stock, prior to issuance, the Board of
Directors by resolution shall designate that class or series to distinguish it
from other classes and series of stock of the Corporation, shall specify the
number of shares to be included in the class or series, and shall fix the
rights, powers, preferences and terms of the shares of the class or series,
including, but without limitation: (i) the dividend rate, which may be fixed or
variable, its preference as to any other class or series of capital stock, and
whether dividends will be cumulative or noncumulative; (ii) whether the shares
are to be redeemable and, if so, at what times and prices (which price or prices
may, but need not, vary according to the time or circumstances of such
redemption) and on what other terms and conditions; (iii) the terms and amount
of any sinking fund provided for the purchase or redemption of the shares; (iv)
whether the shares shall be convertible or exchangeable and, if so, the times,
prices, rates, adjustments and other terms of such conversion or exchange; (v)
the voting rights, if any, applicable to the shares in addition to those
prescribed by law; (vi) the restrictions and conditions, if any, on the issue or
reissue of any additional shares of such class or series or of any other class
or series of Preferred Stock ranking on a parity with or prior to the shares of
such class or series; (vii) whether, and the extent to which, any of the rights,
powers, preferences and terms of any such class or series may be made dependent
upon facts ascertainable outside of the Certificate of Incorporation or outside
the resolution or resolutions providing for the issuance of such class or series
by the Board of Directors, provided that the manner in which such facts shall
operate is clearly set forth in the resolution or resolutions providing for the
issuance of such class or series adopted by the Board of Directors; and (viii)
the rights of the holders of such shares upon voluntary or involuntary
liquidation, dissolution or winding up of the Corporation.
FIFTH: The name and the mailing address of the incorporator is
as follows:
NAME ADDRESS
------------- ----------------------
Owen B. Lynch 101 Federal Street
Boston, MA. 02110-1800
SIXTH: The Corporation shall have perpetual existence.
SEVENTH: Whenever a compromise or arrangement is proposed
between this Corporation and its creditors or any class of them and/or between
this Corporation and its stockholders or any class of them, any court of
equitable jurisdiction within the State of Delaware may, on the application in a
summary way of this Corporation or of any creditor or stockholder thereof or on
the application of
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<PAGE>
any receiver or receivers appointed for this Corporation under the provisions of
Section 291 of Title 8 of the Delaware Code or on the application of trustees in
dissolution or of any receiver or receivers appointed for this Corporation under
the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of
the creditors or class of creditors, and/or of the stockholders or class of
stockholders of this Corporation, as the case may be, to be summoned in such
manner as the said court directs. If a majority in number representing
three-fourths in value of the creditors or class of creditors, and/or of the
creditors or class of creditors, and/or of the stockholders or class of
stockholders of this Corporation, as the case may be, agrees to any compromise
or arrangement and to any reorganization of this Corporation as a consequence of
such compromise or arrangement, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the court to which the said application
has been made, be binding on all the creditors or class of creditors, and/or on
all the stockholders or class of stockholders, of this Corporation, as the case
may be, and also on this Corporation.
EIGHTH: For the management of the business and for the conduct
of the affairs of the Corporation, and in further definition, limitation and
regulation of the powers of the Corporation and of its directors and of its
stockholders or any class thereof, as the case may be, it is further provided
that:
(a) The business of the Corporation shall be conducted by the
officers of the Corporation under the supervision of the Board of Directors.
(b) The number of directors which shall constitute the whole
Board of Directors shall be fixed by, or in the manner provided in, the By-Laws.
No election of Directors need be by written ballot.
(c) The Board of Directors of the Corporation may adopt, amend
or repeal the By-Laws of the Corporation at any time after the original adoption
of the By-Laws according to Section 109 of the General Corporation Law of the
State of Delaware; provided, however, that any amendment to provide for the
classification of directors of the Corporation for staggered terms pursuant to
the provisions of subsection (d) of Section 141 of the General Corporation Law
of the State of Delaware shall be set forth in an amendment to this Certificate
of Incorporation, in an initial By-Law, or in a By-Law adopted by the
stockholders of the Corporation entitled to vote.
(d) Notwithstanding any other provision of law, all action
required to be taken by the stockholders of the Corporation shall be taken at a
meeting duly called and held in accordance with law and with the Certificate of
Incorporation and the By-laws, and not by written consent.
-3-
<PAGE>
NINTH:
(a) The Corporation may, to the fullest extent permitted by
Section 145 of the General Corporation Law of the State of Delaware, as the same
may be amended and supplemented, indemnify any and all persons whom it shall
have power to indemnify under said section from and against any and all of the
expenses, liabilities or other matters referred to in or covered by said
section, and the indemnification provided for herein shall not be deemed
exclusive of any other rights to which a person indemnified may be entitled
under any By-Law, agreement, vote of stockholders or disinterested Directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a Director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.
(b) No director shall be personally liable to the Corporation
or its stockholders for monetary damages for any breach of fiduciary duty by
such director as a director. Notwithstanding the foregoing sentence, a director
shall be liable to the extent provided by applicable law (i) for breach of the
Director's duty of loyalty to the Corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) pursuant to Section 174 of the General
Corporation Law of the State of Delaware or (iv) for any transaction from which
the director derived an improper personal benefit. No amendment to or repeal of
this paragraph (b) of this Article Ninth shall apply to or have any effect on
the liability or alleged liability of any director of the Corporation for or
with respect to any acts or omissions of such Director occurring prior to such
amendment.
TENTH: From time to time, subject to the provisions of this
Certificate of Incorporation (including without limitation the provisions of
paragraph (d) of Article Eleventh and of Article Twelfth), any of the provisions
of this Certificate of Incorporation may be amended, altered or repealed, and
other provisions authorized by the laws of the State of Delaware at the time in
force may be added or inserted in the manner and at the time prescribed by said
laws, and all rights at any time conferred upon the stockholders of the
Corporation by this Certificate of Incorporation are granted subject to the
provisions of this Article Tenth.
ELEVENTH:
(a) Any direct or indirect purchase or other acquisition in
one or more transactions by the Corporation or any Subsidiary of any of the
outstanding Voting Stock of any class from any one or more individuals or
entities known by the Corporation to be a Related Person, who has beneficially
owned such security or
-4-
<PAGE>
right for less than two years prior to the date of such purchase, at a price in
excess of the Fair Market Value shall, except as hereinafter provided, require
the affirmative vote of the holders of at least two-thirds of the shares of
Voting Stock, voting as a single class, excluding any votes cast with respect to
shares of Voting Stock beneficially owned by such Related Person. Such
affirmative vote shall be required notwithstanding the fact that no vote may be
required, or that a lesser percentage may be specified by law or any agreement
with any national securities exchange, or otherwise, but no such affirmative
vote shall be required with respect to any purchase or other acquisition of
securities made as part of (i) a tender or exchange offer by the Corporation to
purchase securities of the same class made on the same terms to all holders of
such securities and complying with the applicable requirements of the Exchange
Act and the rules and regulations thereunder, or any successor rule or
regulation or (ii) pursuant to an open-market purchase program conducted in
accordance with the requirements of Rule 10b-18 promulgated by the Securities
and Exchange Commission pursuant to the Exchange Act or any successor rule or
regulation.
(b) A majority of the Continuing Directors shall have the
power and duty to determine, on the basis of information known to them after
reasonable inquiry, all facts necessary to determine compliance with this
Article Eleventh including, without limitation, (i) whether a person is a
Related Person, (ii) the number of shares of Voting Stock beneficially owned by
any person and (iii) whether a price is in excess of Fair Market Value.
(c) Nothing contained in this Article Eleventh shall be
construed to relieve any Related Person from any fiduciary obligation imposed by
law.
(d) Notwithstanding anything contained in this Certificate of
Incorporation to the contrary, the affirmative vote of the holders of at least
two-thirds of the outstanding shares of Voting Stock, voting together as a
single class, shall be required to alter, change, amend, repeal or adopt any
provision inconsistent with this Article Eleventh.
TWELFTH: Except as otherwise provided in this Certificate of
Incorporation, the By-laws, any designation of terms pursuant to Section 151 of
the General Corporation Law of the State of Delaware, any vote required by
stockholders pursuant to said General Corporation Law, other than the election
of directors (which shall not be affected by this provision), shall be effective
if recommended by a majority of the Continuing Directors and the vote of a
majority of each class of stock outstanding and entitled to vote thereon; and if
not recommended by a majority of the Continuing Directors, then by the vote of
80% of each class of stock outstanding and entitled to vote thereon.
-5-
<PAGE>
THIRTEENTH:
Definitions
The following definitions shall apply for the purpose of
Articles Eleventh and Twelfth only:
(a) "Affiliate" shall have the meaning given such term in
Rule 12b-2 under the Exchange Act.
(b) "Associate" shall have the meaning given such term in
Rule 12b- 2 under the Exchange Act.
(c) "Continuing Director" shall mean any member of the Board
of Directors who is not an Affiliate of any Related Person and who was a member
of the Board of Directors prior to the time that any such Related Person became
a Related Person, and any successor of a Continuing Director who is unaffiliated
with any Related Person and is recommended to succeed a Continuing Director by a
majority of the Continuing Directors then on the Board of Directors.
Notwithstanding the above, a majority of the then existing Continuing Directors
can deem a new director to be a Continuing Director, even though such person is
Affiliated with a Related Person.
(d) "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended, from time to time.
(e) "Fair Market Value" shall mean: (i) in the case of stock,
the highest closing sale price during the 30-day period immediately preceding
the date in question of a share of such stock on the principal United States
securities exchange registered under the Exchange Act on which such stock is
listed, or, if such stock is not listed on any such exchange, the highest
closing bid quotation with respect to a share of such stock during the 30-day
period preceding the date in question on the National Association of Securities
Dealers, Inc. Automated Quotations System or any system then in use or, if no
such quotations are available, the fair market value on the date in question of
a share of such stock as determined by the Board of Directors in good faith; and
(ii) in the case of property other than cash or stock, the fair market value of
such property on the date in question as determined by the Board of Directors in
good faith.
(f) "Massachusetts Predecessor" shall mean UFP Technologies,
Inc., a Massachusetts corporation.
-6-
<PAGE>
(g) "Merger Date" shall mean the date upon which the
Massachusetts predecessor merges with and into the Corporation.
(h) "Person" shall mean any individual, firm, corporation or
other entity.
(i) "Related Person" shall mean any Person (other than the
Corporation, any Subsidiary or any individual who is a stockholder of the
Corporation on the Merger Date) which, together with its Affiliates and
Associates and with any other Person (other than the Corporation, any Subsidiary
or any individual who is a stockholder of the Corporation on the Merger Date)
with which it or they have entered into, after the Merger Date, any agreement,
arrangement or understanding with respect to acquiring, holding or disposing of
Voting Stock, acquires beneficial ownership (as defined in Rule 13d-3 of the
Exchange Act, except that such term shall include any Voting Stock which such
person has the right to acquire, whether or not such right may be exercised
within 60 days), directly or indirectly of more than 5% of the voting power of
the outstanding Voting Stock after the Merger Date.
(j) "Subsidiary" shall mean any corporation in which a
majority of the capital stock entitled to vote generally in the election of
directors is owned, directly or indirectly, by the Corporation.
(k) "Voting Stock" shall mean all of the then outstanding
shares of the capital stock of the Corporation entitled to vote generally in the
election of directors.
Signed on the 14th day of October, 1993.
/s/ Owen B. Lynch
Owen B. Lynch
Incorporator
(Article Fourth amended by the Board of Directors on April 18, 1996 and approved
by the stockholders on June 6, 1996).
-7-
FIRST AMENDMENT
TO
CREDIT AGREEMENT
This FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of
May 31, 1996 is by and among UFP TECHNOLOGIES, INC. ("UFP"), a Delaware
corporation having its principal place of business at 172 East Main Street,
Georgetown, Massachusetts 01833, MOULDED FIBRE TECHNOLOGY, INC. ("MFT"), a Maine
corporation having its principal place of business at 301 U.S. Route One,
Scarborough, Maine 04074 (UFP and MFT are collectively referred to herein as the
"Borrowers" and individually as a "Borrower") and BAYBANK, a Massachusetts trust
company with its head office at 7 New England Executive Park, Burlington,
Massachusetts 01803 (the "Bank").
WHEREAS, the Borrowers and the Bank are parties to that certain Credit
Agreement dated as of June 30, 1995 (as herein amended, the "Credit Agreement");
and
WHEREAS, the Borrowers and the Bank have agreed, subject to the terms
and conditions set forth herein, to amend certain provisions of the Credit
Agreement as set forth herein;
NOW THEREFORE, in consideration of the mutual agreements herein
contained and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Borrowers and the Bank hereby agree to
amend the Credit Agreement as follows;
1. Definitions. All capitalized terms used herein without definition
shall have the meanings ascribed to them in the Credit Agreement.
2. Amendment to S1 of the Credit Agreement.
The following definitions in S1 of the Credit Agreement are hereby
deleted and the following substituted in place thereof:
"Equipment Commitment: The obligation of the Bank to make Loans
pursuant to S3.1 to the Borrowers up to an aggregate outstanding
principal amount not to exceed $2,000,000, as such amount may be reduced
from time to time or terminated hereunder."
<PAGE>
"Maturity Date: June 30, 1997 or such earlier date on which any
of the Loans may become due and payable."
"Working Capital Commitment: The obligation of the Bank to make
Loans pursuant to S2.1 to the Borrowers up to an aggregate outstanding
principal amount not to exceed $4,500,000, as such amount may be reduced
from time to time or terminated hereunder."
3. Amendment to S2.2(b) of the Credit Agreement. Section 2.2(b) is
hereby amended by replacing the principal amount of "$3,500,000" with the
principal amount of "$4,500,000".
4. Amendment to S3.2(b) of the Credit Agreement. Section 3.2(b) is
hereby amended by replacing the principal amount of "$1,000,000" with the
principal amount of "$2,000,000".
5. Amendment to S9.30(b) of the Credit Agreement. Section 9.30(b) is
hereby deleted in its entirety and the following substituted in place thereof:
"(b) permit Tangible Net Worth to be less than $7,500,000 at any time;"
6. This Amendment shall become effective upon the satisfaction of each
of the following conditions:
(a) This Amendment shall have been executed and delivered by the
respective parties hereto;
(b) The Borrowers shall have executed and delivered to the Bank two
Amended and Restated Notes reflecting the amended principal
amounts;
(c) Each of the Borrowers shall have delivered to the Bank certified
copies of corporate resolutions satisfactory to the Bank
authorizing this Amendment, the Amended and Restated Notes, and
all related documents;
-2-
<PAGE>
(d) Each of the Borrowers shall have delivered to the Bank copies,
certified by a duly authorized officer of each Borrower to be
true and complete on the date hereof, of each of (i) its charter
or other incorporation documents as in effect on such date of
certification, and (ii) its by-laws as in effect on such date;
(e) Each of the Borrowers shall have delivered to the Bank an
incumbency certificate, dated as of the date hereof, signed by a
duly authorized officer of the Borrower, and giving the name and
bearing a specimen signature of each individual who shall be
authorized: (i) to sign, in the name and on behalf of such
Borrower each of the documents to which such Borrower is or is to
become a party; and (ii) to give notices and to take other action
on its behalf under the documents to which it is a party; and
(f) The Bank shall have received from the Borrowers an amendment fee of
$5,000.
7. Except as expressly amended hereby, the Credit Agreement, the other
Loan Documents and all documents, instruments and agreements related thereto are
hereby ratified and confirmed in all respects and shall continue in full force
and effect. This Amendment and the Credit Agreement, shall hereafter be read and
construed together as a single document, and all references in the Credit
Agreement or any related agreement or instrument to the Credit Agreement shall
hereafter refer to the Credit Agreement as amended by this Amendment.
8. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS AND SHALL TAKE EFFECT AS A SEALED
INSTRUMENT IN ACCORDANCE WITH SUCH LAWS.
9. This Amendment may be executed in any number of counterparts and by
different parties hereto on separate counterparts, each of which when so
executed and delivered shall be an original, but all of which counterparts taken
together shall be deemed to constitute one and the same instrument. Complete
sets of counterparts shall be held by the Bank.
-3-
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Amendment under seal
this 31st day of May, 1996.
UFP TECHNOLOGIES, INC.
By: /s/ Paul J. Greenler
Name: Paul J. Greenler
Title: Vice President and Chief
Financial Officer
MOULDED FIBRE TECHNOLOGY, INC.
By: /s/ Paul J. Greenler
Name: Paul J. Greenler
Title: Vice President and Chief
Financial Officer
BAYBANK
By: /s/ Randall Kutch
Name: Randall Kutch
Title: Vice President
-4-
Exhibit 10.38.8
AMENDED AND RESTATED NOTE
$4,500,000 May 31, 1996
FOR VALUE RECEIVED, each of the undersigned UFP TECHNOLOGIES, INC.
("UFP"), a Delaware corporation, and MOULDED FIBRE TECHNOLOGY, INC. ("MFT"), a
Maine corporation (UFP and MFT are collectively referred to herein as the
"Borrowers"), hereby promises to pay to the order of BAYBANK, a Massachusetts
trust company (the "Bank") at the Bank's head office at 7 New England Executive
Park, Burlington, MA 01803:
(a) prior to or on June 30, 1997 the principal amount of Four
Million and Five Hundred Thousand Dollars ($4,500,000) or, if less, the
aggregate unpaid principal amount of Loans advanced by the Bank to the
Borrowers pursuant to ss.2.1 of the Credit Agreement dated as of June
30, 1995, as amended as of May 31, 1996 (as amended and in effect from
time to time, the "Credit Agreement"), among the Borrowers and the Bank;
(b) the principal outstanding hereunder from time to time at the
times provided in the Credit Agreement; and
(c) interest on the principal balance hereof from time to time
outstanding from the Closing Date under the Credit Agreement through and
including the maturity date hereof at the times and at the rate provided
in the Credit Agreement.
This Note constitutes the first amendment and restatement in its
entirety of the note dated June 30, 1995 of the Borrowers to the Bank.
This Note evidences borrowings under and has been issued by the
Borrowers in accordance with the terms of the Credit Agreement. The Bank and any
holder hereof is entitled to the benefits of the Credit Agreement, the Security
Documents and the other Loan Documents, and may enforce the agreements of the
Borrowers contained therein, and any holder hereof may exercise the respective
remedies provided for thereby or otherwise available in respect thereof, all in
accordance with the respective terms thereof. All capitalized terms used in this
Note and not otherwise defined herein shall have the same meanings herein as in
the Credit Agreement.
<PAGE>
The Borrowers irrevocably authorize the Bank to make or cause to be
made, at or about the time of the Drawdown Date of any Loan or at the time of
receipt of any payment of principal of this Note, an appropriate notation on the
grid attached to this Note, or the continuation of such grid, or any other
similar record, including computer records, reflecting the making of such Loan
or (as the case may be) the receipt of such payment. The outstanding amount of
the Loans set forth on the grid attached to this Note, or the continuation of
such grid, or any other similar record, including computer records, maintained
by the Bank with respect to any Loans shall be prima facie evidence of the
principal amount thereof owing and unpaid to the Bank, but the failure to
record, or any error in so recording, any such amount on any such grid,
continuation or other record shall not limit or otherwise affect the obligation
of the Borrowers hereunder or under the Credit Agreement to make payments of
principal of and interest on this Note when due.
The Borrowers have the right in certain circumstances and the obligation
under certain other circumstances to prepay the whole or part of the principal
of this Note on the terms and conditions specified in the Credit Agreement.
If any one or more of the Events of Default shall occur, the entire
unpaid principal amount of this Note and all of the unpaid interest accrued
thereon may become or be declared due and payable in the manner and with the
effect provided in the Credit Agreement.
No delay or omission on the part of the Bank or any holder hereof in
exercising any right hereunder shall operate as a waiver of such right or of any
other rights of the Bank or such holder, nor shall any delay, omission or waiver
on any one occasion be deemed a bar or waiver of the same or any other right on
any further occasion.
The Borrower and every endorser and guarantor of this Note or the
obligation represented hereby waives presentment, demand, notice, protest and
all other demands and notices in connection with the delivery, acceptance,
performance, default or enforcement of this Note, and assents to any extension
or postponement of the time of payment or any other indulgence, to any
substitution, exchange or release of collateral and to the addition or release
of any other party or person primarily or secondarily liable.
THIS NOTE AND THE OBLIGATIONS OF THE BORROWERS HEREUNDER SHALL FOR ALL
PURPOSES BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE
COMMONWEALTH OF MASSACHUSETTS (EXCLUDING THE
-2-
<PAGE>
LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW). THE BORROWERS AGREE THAT ANY
SUIT FOR THE ENFORCEMENT OF THIS NOTE MAY BE BROUGHT IN THE COURTS OF THE
COMMONWEALTH OF MASSACHUSETTS OR ANY FEDERAL COURT SITTING THEREIN AND THE
CONSENT TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURT AND THE SERVICE OF
PROCESS IN ANY SUCH SUIT BEING MADE UPON THE BORROWERS BY MAIL AT THE ADDRESS
SPECIFIED IN THE CREDIT AGREEMENT. THE BORROWERS HEREBY WAIVE ANY OBJECTION THAT
IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR
THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT COURT.
This Note shall be deemed to take effect as a sealed instrument under
the laws of the Commonwealth of Massachusetts.
-3-
<PAGE>
IN WITNESS WHEREOF, each of the undersigned have caused this Note to be
signed in its respective corporate name and its respective corporate seal to be
impressed thereon by its duly authorized officer as of the day and year first
above written.
[Corporate Seal]
UFP TECHNOLOGIES, INC.
By: /s/ Paul J. Greenler
Name: Paul J. Greenler
Title: Vice President and Chief
Financial Officer
[Corporate Seal]
MOULDED FIBRE TECHNOLOGY, INC.
By: /s/ Paul J. Greenler
Name: Paul J. Greenler
Title: Vice President and Chief
Financial Officer
-4-
Exhibit 10.38.9
AMENDED AND RESTATED NOTE
$2,000,000 May 31, 1996
FOR VALUE RECEIVED, each of the undersigned UFP TECHNOLOGIES, INC.
("UFP"), a Delaware corporation, and MOULDED FIBRE TECHNOLOGY, INC. ("MFT"), a
Maine corporation (UFP and MFT are collectively referred to herein as the
"Borrowers"), hereby promises to pay to the order of BAYBANK, a Massachusetts
trust company (the "Bank") at the Bank's head office at 7 New England Executive
Park, Burlington, MA 01803:
(a) prior to or on June 30, 1997 the principal amount of Two
Million Dollars ($2,000,000) or, if less, the aggregate unpaid principal
amount of Loans advanced by the Bank to the Borrowers pursuant to S3.1
of the Credit Agreement dated as of June 30, 1995 as amended as of May
31, 1996 (as amended and in effect from time to time, the "Credit
Agreement"), among the Borrowers and the Bank;
(b) the principal outstanding hereunder from time to time at the
times provided in the Credit Agreement; and
(c) interest on the principal balance hereof from time to time
outstanding from the Closing Date under the Credit Agreement through and
including the maturity date hereof at the times and at the rate provided
in the Credit Agreement.
This Note constitutes the first amendment and restatement in its
entirety of the note dated June 30, 1995 of the Borrowers to the Bank.
This Note evidences borrowings under and has been issued by the
Borrowers in accordance with the terms of the Credit Agreement. The Bank and any
holder hereof is entitled to the benefits of the Credit Agreement, the Security
Documents and the other Loan Documents, and may enforce the agreements of the
Borrowers contained therein, and any holder hereof may exercise the respective
remedies provided for thereby or otherwise available in respect thereof, all in
accordance with the respective terms thereof. All capitalized terms used in this
Note and not otherwise defined herein shall have the same meanings herein as in
the Credit Agreement.
<PAGE>
The Borrowers irrevocably authorize the Bank to make or cause to be
made, at or about the time of the Drawdown Date of any Loan or at the time of
receipt of any payment of principal of this Note, an appropriate notation on the
grid attached to this Note, or the continuation of such grid, or any other
similar record, including computer records, reflecting the making of such Loan
or (as the case may be) the receipt of such payment. The outstanding amount of
the Loans set forth on the grid attached to this Note, or the continuation of
such grid, or any other similar record, including computer records, maintained
by the Bank with respect to any Loans shall be prima facie evidence of the
principal amount thereof owing and unpaid to the Bank, but the failure to
record, or any error in so recording, any such amount on any such grid,
continuation or other record shall not limit or otherwise affect the obligation
of the Borrowers hereunder or under the Credit Agreement to make payments of
principal of and interest on this Note when due.
The Borrowers have the right in certain circumstances and the obligation
under certain other circumstances to prepay the whole or part of the principal
of this Note on the terms and conditions specified in the Credit Agreement.
If any one or more of the Events of Default shall occur, the entire
unpaid principal amount of this Note and all of the unpaid interest accrued
thereon may become or be declared due and payable in the manner and with the
effect provided in the Credit Agreement.
No delay or omission on the part of the Bank or any holder hereof in
exercising any right hereunder shall operate as a waiver of such right or of any
other rights of the Bank or such holder, nor shall any delay, omission or waiver
on any one occasion be deemed a bar or waiver of the same or any other right on
any further occasion.
The Borrower and every endorser and guarantor of this Note or the
obligation represented hereby waives presentment, demand, notice, protest and
all other demands and notices in connection with the delivery, acceptance,
performance, default or enforcement of this Note, and assents to any extension
or postponement of the time of payment or any other indulgence, to any
substitution, exchange or release of collateral and to the addition or release
of any other party or person primarily or secondarily liable.
THIS NOTE AND THE OBLIGATIONS OF THE BORROWERS HEREUNDER SHALL FOR ALL
PURPOSES BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE
COMMONWEALTH OF MASSACHUSETTS (EXCLUDING THE
-2-
<PAGE>
LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW). THE BORROWERS AGREE THAT ANY
SUIT FOR THE ENFORCEMENT OF THIS NOTE MAY BE BROUGHT IN THE COURTS OF THE
COMMONWEALTH OF MASSACHUSETTS OR ANY FEDERAL COURT SITTING THEREIN AND THE
CONSENT TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURT AND THE SERVICE OF
PROCESS IN ANY SUCH SUIT BEING MADE UPON THE BORROWERS BY MAIL AT THE ADDRESS
SPECIFIED IN THE CREDIT AGREEMENT. THE BORROWERS HEREBY WAIVE ANY OBJECTION THAT
IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR
THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT COURT.
This Note shall be deemed to take effect as a sealed instrument under
the laws of the Commonwealth of Massachusetts.
-3-
<PAGE>
IN WITNESS WHEREOF, each of the undersigned have caused this Note to be
signed in its respective corporate name and its respective corporate seal to be
impressed thereon by its duly authorized officer as of the day and year first
above written.
[Corporate Seal]
UFP TECHNOLOGIES, INC.
By: /s/ Paul J. Greenler
Name: Paul J. Greenler
Title: Vice President and Chief
Financial Officer
[Corporate Seal]
MOULDED FIBRE TECHNOLOGY, INC.
By: /s/ Paul J. Greenler
Name: Paul J. Greenler
Title: Vice President and Chief
Financial Officer
Exhibit 11.0
UFP Technologies, Inc.
Statement of Computation of Per Share Earnings
Three months ended Six months ended
-------------------------- --------------------------
June 30, June 30, June 30, June 30,
1996 1995 1996 1995
----------- ----------- ------------ -----------
Net income $ 234,896 75,076 371,844 81,919
Primary earnings
per share:
Weighted average
common shares
outstanding 4,635,798 4,626,687 4,631,326 4,624,272
Dilutive stock
options and
warrants 303,044 113,740 303,044 106,168
---------- ------------- ------------ -------------
4,938,842 4,740,427 4,934,370 4,730,440
========== ============= ============ =============
Income
per share $ 0.05 0.02 0.08 0.02
========== ============= ============ =============
Fully diluted
earnings per
share:
Weighted average
common shares
outstanding 4,635,798 4,626,687 4,631,326 4,624,272
Dilutive stock
options and
warrants 303,044 113,740 303,044 106,168
========== ============= ============ =============
4,938,842 4,740,427 4,934,370 4,730,440
========== ============= ============ =============
Income
per share $ 0.05 0.02 0.08 0.02
========== ============= ============ =============
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 446
<SECURITIES> 0
<RECEIVABLES> 5261
<ALLOWANCES> 0
<INVENTORY> 2656
<CURRENT-ASSETS> 8829
<PP&E> 15175
<DEPRECIATION> 6794
<TOTAL-ASSETS> 21838
<CURRENT-LIABILITIES> 6598
<BONDS> 0
0
0
<COMMON> 46
<OTHER-SE> 11793
<TOTAL-LIABILITY-AND-EQUITY> 21838
<SALES> 18777
<TOTAL-REVENUES> 18777
<CGS> 14254
<TOTAL-COSTS> 14254
<OTHER-EXPENSES> 3704
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 221
<INCOME-PRETAX> 599
<INCOME-TAX> 227
<INCOME-CONTINUING> 372
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<EXTRAORDINARY> 0
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<EPS-PRIMARY> .08
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</TABLE>
