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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 10-K/A NO. 1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Fiscal Year Ended Commission File Number
September 30, 1995 0-24934
PRI AUTOMATION, INC.
(Exact name of registrant as specified in its charter)
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Massachusetts 04-2495703
(State or other jurisdiction of incorporation) (I.R.S. Employer Identification No.)
805 Middlesex Turnpike 01821-3986
Billerica, MA (Zip Code)
(Address of principal executive offices)
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Registrant's telephone number: (508) 670-4270
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Securities registered pursuant to Section 12(b) of the Act:
COMMON STOCK, PAR VALUE $.01
Securities registered pursuant to Section 12(g) of the Act:
NONE
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Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
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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. [_]
The aggregate market value of the voting stock held by non-affiliates of
the Registrant, based on the closing price of the Common Stock on December 15,
1995, as reported by the Nasdaq National Market, was approximately $216,149,410.
Shares of Common Stock held by officers and directors and by persons who own of
record 5% or more of the outstanding Common Stock have been excluded from this
computation in that such persons may be deemed to be affiliates. This
determination of affiliate status is not necessarily a conclusive determination
for other purposes.
As of December 15, 1995 the Registrant had outstanding 7,060,547 shares of
Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Definitive Proxy Statement for its Annual Meeting
of Stockholders to be held on January 26, 1996 are incorporated by reference
into Items 10, 11, 12 and 13 of this Annual Report on Form 10-K.
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Explanation:
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Item 14, Exhibits, Financial Statement Schedules, and Reports on Form 8-K, is
being amended to include Exhibit 23.1, Consent of Coopers & Lybrand L.L.P.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(A) THE FOLLOWING DOCUMENTS ARE FILED AS PART OF THIS REPORT:
(1) FINANCIAL STATEMENTS
Report of Independent Accountants
Consolidated Balance Sheets as of September 30, 1995 and 1994
Consolidated Statements of Operations for the years ended September 30, 1995,
1994 and 1993
Consolidated Statements of Stockholders' Equity for the years ended September
1995, 1994 and 1993
Consolidated Statements of Cash Flows for the years ended September 30, 1995,
1994 and 1993
Notes to Consolidated Financial Statements
(2) FINANCIAL STATEMENT SCHEDULES
All schedules are omitted because the required information is either
inapplicable or presented in the Consolidated Financial Statements or Notes
thereto.
(3) EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
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3.1 Amended and Restated By-Laws of the Company (filed as Exhibit 3.4 to the Company's
Registration Statement on Form S-1, File No. 33-81836 and incorporated herein by
reference).
3.2 Restated Articles of Organization (filed as Exhibit 3.5 to the Company's Registration
Statement on Form S-1, File No. 33-81836, and incorporated herein by reference).
4.1 Specimen certificate for the Common Stock of the Company (filed as Exhibit 4.1 to the
Company's Registration Statement on Form S-1, File No. 33-81836, and incorporated herein
by reference).
10.1* 1984 Incentive Stock Option Plan of the Company (filed as Exhibit 10.4 to the Company's
Registration Statement on Form S-1, File No. 33-81836, and incorporated herein by
reference).
10.2* 1994 Incentive and Non-Qualified Stock Option Plan of the Company (filed as Exhibit 10.5
to the Company's Registration Statement on Form S-1, File No. 33-81836, and incorporated
herein by reference).
10.3 Letter Agreement dated March 2, 1994, between the Company and Fleet Bank of
Massachusetts, N.A. (exhibits and schedules have been omitted) (filed as Exhibit 10.6 to the
Company's Registration Statement on Form S-1, File No. 33-81836, and incorporated herein
by reference).
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EXHIBIT
NUMBER DESCRIPTION
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10.4 $5,000,000 Promissory Note Dated March 2, 1994, made by the Company to the order of
Fleet Bank of Massachusetts, N.A. (filed as Exhibit 10.7 to the Company's Registration
Statement on Form S-1, File No. 33-81836, and incorporated herein by reference).
10.5 Security Agreement dated as of March 2, 1994, by and between the Company and Fleet
Bank of Massachusetts, N.A. (filed as Exhibit 10.8 to the Company's Registration Statement
on Form S-1, File No. 33-81836, and incorporated herein by reference).
10.6 Subordinated Note and Warrant Purchase Agreement dated as of October 22, 1993, between
the Company and the Massachusetts Capital Resource Company (exhibits have been omitted)
(filed as Exhibit 10.9 to the Company's Registration Statement on Form S-1, File No. 33-
81836, and incorporated herein by reference).
10.7 $2,000,000 Subordinated Note due 2001 made by the Company to the Massachusetts Capital
Resource Company (filed as Exhibit 10.10 to the Company's Registration Statement on Form
S-1, File No. 33-81836, and incorporated herein by reference).
10.8 Common Stock Purchase Warrant entitling the Massachusetts Capital Resource Company to
purchase 75,000 shares of Common Stock (filed as Exhibit 10.11 to the Company's
Registration Statement on Form S-1, File No. 33-81836, and incorporated herein by
reference).
10.9 Registration Rights Agreement dated as of October 22, 1993, by and between Intel
Corporation, the Company, the Massachusetts Capital Resource Company and certain
stockholders of the Company (filed as Exhibit 10.12 to the Company's Registration
Statement on Form S-1, File No. 33-81836, and incorporated by reference).
10.10 Lease Agreement dated as of May 5, 1994, by and between the Company and The Prudential
Insurance Company of America (filed as Exhibit 10.14 to the Company's Registration
Statement on Form S-1, File No. 33-81836, and incorporated herein by reference).
10.11 Master Lease Agreement dated as of June 18, 1992, by and between the Company and Banc
Boston Leasing, Inc. (filed as Exhibit 10.15 to the Company's Registration Statement on
Form S-1, File No. 33-81836, and incorporated herein by reference).
10.12* 1994 Employee Stock Purchase Plan of the Company (filed as Exhibit 10.16 to the
Company's Registration Statement on Form S-1, File No. 33-81836, and incorporated herein
by reference).
10.13 Modification Agreement and Supplement No. 1 to Security Agreement dated September 1,
1994 between the Company and Fleet Bank of Massachusetts, N.A. (filed as Exhibit 10.19
to the Company's Registration Statement on Form S-1, File No. 33-81836, and incorporated
herein by reference).
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EXHIBIT
NUMBER DESCRIPTION
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10.14 Term Note dated September 1, 1994 made by the Company to the order of Fleet Bank of
Massachusetts, N.A. (filed as Exhibit 10.20 to the Company's Registration Statement on
Form S-1, File No. 33-81836, and incorporated herein by reference).
10.15 Investor Rights Agreement dated as of June 22, 1993, by and between Intel Corporation and
the Company (confidential treatment pursuant to Rule 406 granted for certain portions) (filed
as Exhibit 10.21 to the Company's Registration Statement on Form S-1, File No. 33-81836,
and incorporated herein by reference).
11.1 Computation of Net Income (Loss) Per common Share.
21.1 List of Subsidiaries of the Company.
23.1** Consent of Coopers & Lybrand L.L.P.
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* management contracts and compensatory arrangements
** filed herewith
(B) REPORTS ON FORM 8-K
The Company did not file any Report on Form 8-K during the quarter ended
September 30, 1995.
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SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this amendment to be signed on its
behalf by the undersigned, thereunto duly authorized.
PRI AUTOMATION, INC.
Date: December 19, 1996 /s/John J. Schickling
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John J. Schickling
Principal Financial Officer and
Principal Accounting Officer
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION PAGE
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23.1 Consent of Coopers and Lybrand L.L.P.
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CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statements on
Form S-8 (File Nos. 33-90702, 33-90726, and 33-90732), of PRI Automation, Inc.
of our report dated November 6, 1995, on our audits of the consolidated
financial statements of PRI Automation, Inc. as of September 30, 1995 and 1994
and for each of the three years in the period ended September 30, 1995, which
report is included in the Company's 1995 Annual Report on Form 10-K.
/s/ Coopers & Lybrand L.L.P.
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COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
December 16, 1996
