<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarterly Period Ended February 28, 1997
Commission File No. 0-24414
RF MONOLITHICS, INC.
(Exact name of registrant as specified in its charter)
------------------------------------
DELAWARE 75-1638027
(State or other jurisdiction of (I.R.S. Employer
incorporation of organization) Identification)
4441 SIGMA ROAD, DALLAS, TEXAS 75244
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (972) 233-2903
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
AS OF MARCH 31, 1997, 5,416,101 SHARES OF THE REGISTRANT'S COMMON STOCK, $.001
PAR VALUE, WERE OUTSTANDING.
<PAGE>
RF MONOLITHICS, INC.
FORM 10-Q
QUARTER ENDED FEBRUARY 28, 1997
TABLE OF CONTENTS
Item
Number Page
- ------ ----
PART I. CONDENSED FINANCIAL INFORMATION
1. Condensed Financial Statements:
Condensed Balance Sheets
February 28, 1997 (Unaudited), and August 31, 1996 1
Condensed Statements of Income - Unaudited
Three Months Ended February 28, 1997 and February 29, 1996,
and Six Months Ended February 28, 1997 and February 29, 1996 2
Condensed Statements of Cash Flows - Unaudited
Six Months Ended February 28, 1997 and February 29, 1996 3
Notes to Condensed Financial Statements 4
2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 5
PART II. OTHER INFORMATION
1. Legal Proceedings 10
2. Changes in Securities 10
3. Defaults Upon Senior Securities 10
4. Submission of Matters to a Vote of Security Holders 10
5. Other Information 11
6. Exhibits and Reports on Form 8-K 11
SIGNATURES
<PAGE>
PART I. CONDENSED FINANCIAL INFORMATION
ITEM 1. CONDENSED FINANCIAL STATEMENTS
RF MONOLITHICS, INC.
CONDENSED BALANCE SHEETS
(In Thousands)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
February 28, August 31,
ASSETS 1997 1996
(Unaudited)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 782 $ 1,029
Short-term investments 5,160 5,031
Trade receivables - net 8,361 6,703
Inventories 4,023 3,935
Prepaid expenses and other 645 536
Deferred income tax benefits 671 675
-------- --------
Total current assets 19,642 17,909
PROPERTY AND EQUIPMENT - Net 11,861 10,321
DEFERRED INCOME TAX BENEFITS 1,069 1,614
OTHER ASSETS - Net 664 727
-------- --------
TOTAL $ 33,236 $ 30,571
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt and line of credit $ 1,222 $ 1,829
Accounts payable - trade 2,070 1,033
Accounts payable - construction and equipment 463 142
Accrued expenses and other liabilities 1,966 1,950
Income taxes payable 87 54
Dividends payable on convertible preferred stock 22 22
-------- --------
Total current liabilities 5,830 5,030
LONG-TERM DEBT 2,512 2,413
STOCKHOLDERS' EQUITY:
Common stock: 5,407 and 5,314 shares issued and outstanding 5 5
Additional paid-in capital 24,986 24,547
Retain earnings (accumulated deficit) 69 (1,214)
Unearned compensation (173) (210)
Unrealized gain on short-term investments 7 0
-------- --------
Total stockholders' equity 24,894 23,128
-------- --------
TOTAL $ 33,236 $ 30,571
======== ========
</TABLE>
See notes to condensed financial statements.
-1-
<PAGE>
RF MONOLITHICS, INC.
CONDENSED STATEMENTS OF INCOME - UNAUDITED
(In Thousands, Except Per-Share Amounts)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
------------------------ ------------------------
February February February February
28, 1997 29, 1996 28, 1997 29, 1996
<S> <C> <C> <C> <C>
SALES $ 10,695 $ 8,237 $20,772 $ 16,655
COST OF SALES 6,422 5,209 12,512 10,687
-------- ------- ------- --------
GROSS PROFIT 4,273 3,028 8,260 5,968
OPERATING EXPENSES:
Research and development 969 727 1,883 1,491
Sales and marketing 1,431 1,039 2,788 2,070
General and administrative 778 723 1,478 1,359
-------- ------- ------- --------
Total operating expenses 3,178 2,489 6,149 4,920
-------- ------- ------- --------
INCOME FROM OPERATIONS 1,095 539 2,111 1,048
OTHER INCOME (EXPENSE):
Interest income 82 90 147 158
Interest expense (84) (147) (178) (246)
Other expense 10 33 (9) 20
-------- ------- ------- --------
Total 8 (24) (40) (68)
-------- ------- ------- --------
INCOME BEFORE INCOME TAXES 1,103 515 2,071 980
INCOME TAX EXPENSE 419 206 787 392
-------- ------- ------- --------
NET INCOME $ 684 $ 309 $ 1,284 $ 588
======== ======= ======= ========
EARNINGS PER SHARE $ 0.12 $ 0.06 $ 0.23 $ 0.11
======== ======= ======= ========
WEIGHTED AVERAGE COMMON
AND COMMON EQUIVALENT
SHARES OUTSTANDING 5,687 5,398 5,644 5,381
======== ======= ======= ========
</TABLE>
See notes to condensed financial statements.
-2-
<PAGE>
RF MONOLITHICS, INC.
CONDENSED STATEMENTS OF CASH FLOWS - UNAUDITED
(In Thousands)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Six Months Ended
----------------------
February February
28, 1997 29, 1996
<S> <C> <C>
OPERATING ACTIVITIES:
Net income $ 1,284 $ 588
Noncash items included in net income:
Deferred taxes 545 249
Depreciation and amortization 1,412 1,188
Provision for doubtful accounts 75 63
Other 40 4
Cash from (used in) operating working capital:
Trade receivables (1,733) (347)
Inventories (88) (903)
Prepaid expenses and other (109) (47)
Accounts payable - trade 1,037 (503)
Accrued expenses and other liabilities 16 240
Income taxes payable 33 50
------- -------
Net cash from operations 2,512 582
INVESTING ACTIVITIES:
Increase in short-term investments (2,148) (1,789)
Decrease in short-term investments 2,026 1,886
Acquisition of property and equipment (2,246) (1,481)
Proceeds from sale of assets 24 34
Decrease in other assets 28 12
------- -------
Net cash used in investing activities (2,316) (1,338)
FINANCING ACTIVITIES:
Borrowings on notes payable - 2,384
Repayments of notes payable and line of credit (1,051) (670)
Repayments of capital leases (152) (147)
Borrowings (repayments) of accounts payable - construction and equipment 321 (649)
Common stock issued for options exercised 439 67
Dividends paid on preferred stock - (4)
------- -------
Net cash from (used in) financing activities (443) 981
------- -------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (247) 225
CASH AND CASH EQUIVALENTS:
Beginning of period 1,029 433
------- -------
End of period $ 782 $ 658
======= =======
SUPPLEMENTAL INFORMATION:
Interest paid $ 179 $ 267
======= =======
Income taxes paid $ 11 $ 42
======= =======
Property and equipment acquisitions by debt $ 695 $ 2
======= =======
</TABLE>
-3-
<PAGE>
RF MONOLITHICS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
1. INTERIM FINANCIAL STATEMENTS
The accompanying condensed financial statements include all adjustments,
consisting only of normal recurring adjustments and accruals, that in the
opinion of the management of RF Monolithics, Inc. (the "Company" or "RFM") are
necessary for a fair presentation of the Company's financial position as of
February 28, 1997, and the results of operations and cash flows for the three
and six months ended February 28, 1997 and February 29, 1996. These unaudited
interim condensed financial statements should be read in conjunction with the
audited financial statements of the Company and the notes thereto included in
the Company's Annual Report on Form 10-K for the year ended August 31, 1996,
filed with the Securities and Exchange Commission.
Operating results for the six months ended February 28, 1997, are not
necessarily indicative of the results to be achieved for the full fiscal year
ending August 31, 1997.
2. INVENTORIES
Inventories consist of the following (in thousands):
<TABLE>
<CAPTION>
FEBRUARY AUGUST
28, 1997 31, 1996
<S> <C> <C>
Raw materials and suplies $ 2,054 $ 1,904
Work in process 1,049 763
Finished goods 920 1,268
-------- --------
Total $ 4,023 $ 3,935
======== ========
</TABLE>
3. PROPERTY AND EQUIPMENT
Property and equipment includes construction in progress of $2,341,000 at
February 28, 1997, and $126,000 at August 31, 1996, which is composed of
equipment and other assets not yet placed in service primarily related to
increasing the capacity of the Company's manufacturing facilities.
4. CREDIT FACILITIES
In November 1996, the Company renewed the $3.5 million equipment operating lease
facility with a commercial bank, and extended the commitment date to December
18, 1997. During the year, the Company has leased approximately $.9 million,
leaving approximately $2.6 million available on this lease facility at March 31,
1997.
-4-
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following discussion may be understood more fully by reference to the
financial statements, notes to the financial statements, and management's
discussion and analysis contained in the Company's Annual Report on Form 10-K
for the year ended August 31, 1996, filed with the Securities and Exchange
Commission.
GENERAL
RFM offers products in four product areas: Low-power components, low-
power Virtual Wire/R/ radio systems, frequency control modules and filters. The
Company sells to original equipment manufacturers in computer, automotive,
telecommunications, consumer and industrial market segments world wide.
Except for the historical information contained herein, the following
discussion contains forward-looking statements that involve risks and
uncertainties. The Company's actual results could differ materially from those
discussed here. Factors that could cause or contribute to such differences
include, but are not limited to, those discussed in this section, as well as in
the section entitled "Legal Proceedings" and those discussed in the Company's
Form 10-K for the year ended August 31, 1996.
RESULTS OF OPERATIONS
The following discussion relates to the financial statements of the Company
for the three and six months ended February 28, 1997 (current quarter and
current year-to-date period), of the fiscal year ending August 31, 1997, in
comparison to the three and six months ended February 29, 1996 (comparable
quarter of the prior year and comparable year-to-date period). In addition,
certain comparisons with the three months ended November 30, 1996 (previous
quarter), are provided where management believes it is useful to the
understanding of trends.
The selected financial data for the periods presented may not be indicative
of the Company's future financial condition or results of operations.
-5-
<PAGE>
The following table sets forth, for the three and six months ended February
28, 1997 and February 29, 1996, (i) the percentage relationship of certain items
from the Company's statements of income to sales and (ii) the percentage change
in these items between the current periods and the comparable periods of the
prior year:
<TABLE>
<CAPTION>
Percentage of Total Sales | Percentage Change From
------------------------------ |
Three Months Six Months | Three Months Six Months
Ended Ended | Ended Feb. 29, Ended Feb. 29,
----------------- ----------------- |
Feb. 28, Feb. 29, Feb. 28, Feb. 29, | 1996 to Feb. 1996 to Feb.
1997 1996 1997 1996 | 28, 1997 28, 1997
-------- -------- -------- -------- | -------------- --------------
<S> <C> <C> <C> <C> | <C> <C>
Sales 100% 100% 100% 100% | 30% 25%
Cost of sales 60 63 60 64 | 23 17
--- --- --- --- | --- ---
Gross profit 40 37 40 36 | 41 38
--- --- --- --- | --- ---
Research and development 9 9 9 9 | 33 26
Sales and marketing 14 13 14 13 | 38 35
General and administrative 7 9 7 8 | 8 9
--- --- --- --- | --- ---
Total operating expenses 30 31 30 30 | 28 25
--- --- --- --- | --- ---
Income from operations 10 6 10 6 | 103 101
Other income (expense), net - - - - | (133) (41)
--- --- --- --- | --- ---
Income before income taxes 10 6 10 6 | 114 111
Income tax expense 4 2 4 2 | 103 101
--- --- --- --- | --- ---
Net income 6% 4% 6% 4% | 121% 118%
=== === === === | === ===
</TABLE>
SALES
The following table sets forth the components of the Company's sales and the
percentage relationship of the components to sales by product area for the
periods ended as indicated (in thousands, except percentage data):
<TABLE>
<CAPTION>
Amounts | % of Total
------------------------------------------- | --------------------------------------
Three Months Six Months | Three Months Six Months
Ended Ended | Ended Ended
------------------ ------------------- | ------------------ ------------------
Feb. 28, Feb. 29, Feb. 28, Feb. 29, | Feb. 28, Feb. 29, Feb. 28, Feb. 29,
1997 1996 1997 1996 | 1997 1996 1997 1996
-------- -------- -------- -------- | -------- -------- -------- --------
<S> <C> <C> <C> <C> | <C> <C> <C> <C>
Low-power components $ 8,260 $ 5,638 $ 16,468 $ 11,743 | 77% 68% 79% 71%
Low-power Virtual Wire/R/ |
radio systems 554 345 1,236 765 | 5 4 6 4
Frequency control modules 848 1,647 1,422 3,244 | 8 20 7 19
Filters 940 552 1,452 835 | 9 7 7 5
Technology development |
sales 93 55 194 68 | 1 1 1 1
-------- ------- -------- -------- | --- --- --- ---
Sales $ 10,695 $ 8,237 $ 20,772 $ 16,655 | 100% 100% 100% 100%
======== ======= ======== ======== | === === === ===
</TABLE>
-6-
<PAGE>
Sales increased 30% in the current quarter over the comparable quarter of
the prior year and increased 6% from the previous quarter. Current year-to-date
period sales increased 25% over the comparable year-to-date period. The
increase in the current quarter and current year-to-date over the respective
comparable periods was primarily attributable to an increased number of units
shipped in three of the Company's four product areas. Low-power component sales
in the current quarter increased 47% over the comparable quarter of the prior
year and was approximately the same compared to the previous quarter. Current
year-to-date sales for these products increased 40% over the comparable year-to-
date period. This was primarily due to increasing demand for the Company's
surface mount resonator products, particularly for customers in the automotive
markets. Low-power Virtual Wire/R/ radio systems sales in the current quarter
increased 61% over the comparable quarter of the prior year and filter sales
increased 70% in the same time period. Similar increases for these products
occurred on a year-to-date basis. Sales increases for low-power Virtual Wire/R/
radio system and filter products resulted from continued increase in demand for
newer products that have a higher value added content. The increase in sales for
these three product areas was achieved despite lower overall average selling
prices resulting from competitive pressures and changes in product mix.
Sales of frequency control module products decreased 49% from the comparable
quarter of the prior year and 56% from the comparable year-to-date period. The
decrease in the current quarter and current year-to-date period was primarily
due to a decrease in both units shipped and average selling price to customers
in computer markets. Current quarter sales for these products did increase 47%
from the previous quarter, primarily due to an increase in the number of units
shipped of the Company's newer clock oscillator products in surface mount
packages.
International sales (primarily in Europe and Asia) were approximately 50% and
46% of the Company's sales during the current quarter and the comparable quarter
of the prior year, respectively. International sales were approximately 51% and
48% of sales during the current year-to-date period and the comparable year-to-
date period, respectively. The Company considers all product sales with a
delivery destination outside of North America to be international sales. These
sales are denominated primarily in U.S. currency. The Company currently
anticipates that international sales will continue to represent a significant
portion of its business. However, there can be no assurance that these sales
will continue as there are inherent risks in the Company's international
business activities which include unexpected changes in regulatory requirements,
tariffs and other trade barriers, additional cost of marketing and delivering
products into foreign countries, the impact of fluctuations in foreign exchange
rates and longer accounts receivable cycles.
The Company's top five customers accounted for approximately 27% of the
Company's sales in the current quarter, 32% in the comparable quarter of the
prior year and 25% in the previous quarter. The reduction in the relative
portion of the revenues to the Company's top five customers from the comparable
quarter of the prior year to the current quarter was primarily a result of sales
to an increased number of customers.
While the Company has achieved sales increases in prior periods, there can be
no assurance that such sales increases can be achieved in future periods. The
Company's success is highly dependent on achieving technological advantages in
its product design and manufacturing capabilities, as well as its ability to
sell its products in a competitive marketplace that can be influenced by outside
factors such as economic and regulatory conditions. The Company experiences
increased competition from companies that offer alternative technology solutions
or aggressive product pricing. There can be no assurance that competition from
alternative technologies or from competitors duplicating the Company's
technologies will not adversely affect selling prices and market share.
-7-
<PAGE>
GROSS PROFIT
Current quarter gross margin increased in comparison with the 39.6% in the
previous quarter. The current quarter gross margin and year-to-date gross
margin of 40% and 39.8% respectively, also increased from 36.8% and 35.8% in the
comparable periods of the prior year, primarily reflecting improved gross
margins for both of the Company's low-power products lines, components and
Virtual Wire/R/ radio systems. For both product lines, reductions in average
selling prices resulting from increased price competition were more than offset
by reductions in per unit manufacturing costs. The reduction in per unit
manufacturing costs resulted from continued improvements in yield and labor
productivity, purchasing cost reductions and an increase in the number of units
produced, allowing for fixed overhead expenses to be spread over a larger number
of units. The increase in gross margin for the low-power product lines was
partially offset by a reduction in gross margins for frequency control module
and filter products resulting from lower average selling prices created by
competitive pressures. There can be no assurance that lower average selling
prices resulting from competitive pressures will continue to be offset by
reductions in per unit manufacturing cost. If average selling prices decline
more than per unit manufacturing costs, the Company's gross profit margin would
be adversely affected.
The Company has in the past experienced sudden increases in demand which have
put pressure on its manufacturing facilities to increase capacity to meet this
demand. In addition, new products sometimes require different manufacturing
processes than the Company currently possesses. The Company has devoted
substantial capital expenditures to increasing capacity and improving its
manufacturing processes. There can be no assurance that the Company can
continue to increase its manufacturing capacity and improve its manufacturing
processes in a timely manner so as to take advantage of increased market demand.
Failure to do this would result in a loss of potential sales in the periods
impacted.
RESEARCH AND DEVELOPMENT
Research and development expenses in the current quarter increased
approximately $242,000, or 33%, over the comparable quarter of the prior year.
Current year-to-date research and development expenses increased 26% in
comparison to the comparable year-to-date period. These costs increased due to
the Company's increase in staffing for these activities and in other product
development costs. The Company believes that the continued development of its
technology and new products is essential to its success and is committed to
continue its investment in research and development. The Company expects that
research and development expenses will increase in absolute dollars in future
periods.
SALES AND MARKETING
Current quarter sales and marketing expenses increased approximately
$392,000, or 38%, from the prior comparable period, primarily due to increased
sales commissions, increased staffing and increased marketing costs needed to
support the Company's increased sales. Sales and marketing expenses increased
35% on a year-to-date basis. Since sales and marketing expenses increased
faster than sales, such expenses increased to 14% of sales in the current
quarter, compared to 13% of sales in the comparable quarter of the prior year.
The Company expects to incur higher sales and marketing expenses in absolute
dollars in future periods as it continues to increase its contacts with
customers.
GENERAL AND ADMINISTRATIVE
General and administrative expenses for the current quarter increased
approximately $55,000, or 8%, from the prior comparable period. Current year-
to-date general and administrative expenses increased by 9%
-8-
<PAGE>
in comparison with the comparable year-to-date period. Such increase was
primarily attributable to increased support for the Company's expansion. Since
sales increased faster than general and administrative expenses, such expenses
decreased to 7% of sales in the current quarter, compared to 9% of sales in the
comparable quarter of the prior year. The Company expects general and
administrative expenses will increase in absolute dollars in future periods.
INCOME FROM OPERATIONS
Income from operations was approximately $1,095,000, or 10% of sales in the
current quarter, compared to approximately $539,000 or 6% of sales in the
comparable quarter of the prior year. On a year-to-date basis, current year
income from operations was 10% of sales, compared to 6% of sales for the
comparable year-to-date period. The increase in income from operations in both
absolute dollars and percent of sales reflects the increase in gross profit and
gross margin. The increase in gross profit was partially offset by an increase
in operating expenses, particularly for research and development and sales and
marketing expenses related to product and market development activities.
INCOME TAX EXPENSE
The Company's income tax expense in the current periods increased compared to
the comparable periods of the prior year, reflecting the increase in income
before income taxes for the respective periods.
NET INCOME
Net income increased 121% to approximately $684,000 ($.12 per common share)
in the current quarter, compared to approximately $309,000 ($.06 per common
share) for the comparable quarter of the prior year. On a year-to-date basis,
net income increased 118% over the comparable year-to-date period.
LIQUIDITY AND CAPITAL RESOURCES
The principal sources of liquidity at February 28, 1997, consisted of $5.9
million of cash and short-term investments and $7.9 million of unused credit
facilities. These credit facilities include $4.8 million unused under a line of
credit agreement with a commercial bank which expires December 31, 1997, and
$3.1 million in an equipment-collateralized term lease facility with a
commercial bank. The credit facilities contain restrictions and financial
covenants relating to various financial ratios, including net worth, interest
coverage and levels of debt compared to tangible net worth. As of February 28,
1997, the Company was in compliance with such restrictions and covenants.
Net cash provided by operating activities was approximately $2.5 million and
$.6 million for the year-to-date periods of fiscal 1997 and 1996, respectively.
Increased cash generated from operations was primarily due to an increase in net
income and non-cash items included in net income for the comparable periods.
Cash used in investing activities was approximately $2.3 million and $1.3
million for the year-to-date periods of fiscal 1997 and 1996, respectively,
primarily as a result of capital expenditures. The Company expects to acquire a
total of approximately $5 million to $7 million of capital equipment by the end
of fiscal 1997, consisting primarily of equipment needed for its manufacturing
facilities. Some of this equipment may be acquired under the equipment-
collateralized operating lease facility.
-9-
<PAGE>
Net cash used in financing activities was $.4 million for the current year-
to-date period, primarily related to payments on the line of credit and other
notes payable offset by the impact of common stock option exercises. Net cash
generated from financing activities was $1 million for the prior year-to-date
period, primarily related to the borrowings in support of the capital equipment
acquisitions offset by payments on these borrowings.
The Company believes that cash generated from operations, if any, banking
facilities and the $5.9 million balance in cash and short-term investments will
be sufficient to meet the Company's operating cash requirements through the rest
of the fiscal year. To the extent that these sources of funds are insufficient
to meet the Company's capital requirements, the Company may be required to raise
additional funds. No assurance can be given that additional financing will be
available or, if available, that it will be available on acceptable terms.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On June 7, 1996 the Company was served with a complaint filed by TimeKeeping
Systems, Inc. ("TimeKeeping") in the Court of Common Pleas for Cuyahoga County,
Ohio, captioned TimeKeeping Systems, Inc. v. R.F. Monolithics, Inc., No. 308658.
The Company is the only defendant named in the complaint. The complaint
purports to state a single cause of action for breach of contract and alleges
that the Company failed to timely fulfill certain purchase orders TimeKeeping
issued in 1995. The complaint seeks damages of $900,000 based primarily on a
claim of lost profits, however, in other contexts the plaintiff has asserted
damages in excess of this amount. The Company has removed the action to the
United States District Court for the Northern District of Ohio, where it is
pending as No. 1:96 CV 1451. The Company has submitted a counterclaim for
$33,000 in unpaid billings plus related legal expenses.
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Pursuant to the Annual Meeting of Stockholders held on January 28, 1997, of the
stockholders of RF Monolithics, Inc. as of December 12, 1996, the following
actions were taken:
-10-
<PAGE>
1. The stockholders approved the election of directors for the ensuing year
and until their successors are duly elected and have qualified. The action
was approved by the following vote totals and percentages for each nominee
of the Company's then outstanding stock:
Sam L. Densmore:
For 4,633,734 87%
Against 118,226 2%
Cornelius C. Bond, Jr.
For 4,636,734 87%
Against 115,226 2%
Dean C. Campbell
For 4,629,734 87%
Against 122,226 2%
Francis J. Hughes, Jr.
For 4,632,534 87%
Against 119,426 2%
2. The stockholders approved the amendment of the Company's 1982 Stock Option
Plan to increase the aggregate number of shares of Common Stock authorized
for issuance under such plan by 150,000. The action was approved by the
following vote totals and percentages of the Company's then outstanding
stock:
For 4,074,633 76%
Against 529,042 10%
Abstain 32,300 1%
Broker Non-vote 115,985 2%
3. The stockholders ratified the selection of Deloitte & Touche LLP as
independent auditors of the Company for the fiscal year ending August 31,
1997. The action was approved by the following vote totals and percentages
of the Company's then outstanding stock:
For 4,673,135 87%
Against 50,611 1%
Abstain 28,214 1%
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits. The Company hereby incorporates by reference all exhibits filed
in connection with Form 10-K for the year ended August 31, 1996 and the
Form 10-Q for the quarter ended November 30, 1996.
-11-
<PAGE>
(b) The Company did not file any reports on Form 8-K during the quarter ended
February 28, 1997.
Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended (the "Act"), may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
-12-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
RF MONOLITHICS, INC.
Dated: April 14, 1997 By: /s/ Sam L. Densmore
---------------------------
Sam L. Densmore
CEO, President and Director
/s/ James P. Farley
---------------------------
James P. Farley
Controller
-13-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> AUG-31-1997
<PERIOD-START> SEP-01-1996
<PERIOD-END> FEB-28-1997
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0
0
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</TABLE>
