<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
-----------------
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended December 28, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from Commission File Number
______ to ______ 0-24934
PRI AUTOMATION, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
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)
</TABLE>
Registrant's telephone number: (978) 670-4270
-----------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No .
--------- ---------
The number of shares outstanding of each of the issuer's classes of common
stock as of February 6, 1998:
<TABLE>
<CAPTION>
Class Number of Shares Outstanding
----- ----------------------------
<S> <C>
Common Stock, $.01 par value 19,549,717
</TABLE>
<PAGE>
PRI AUTOMATION, INC.
INDEX
<TABLE>
<CAPTION>
Page No.
--------
Part I. Financial Information
---------------------
<S> <C> <C>
Item 1. Financial Statements
Condensed Consolidated Statements of
Operations for the Three Months
Ended December 28, 1997 and
December 29, 1996 3
Condensed Consolidated Balance Sheets
as of December 28, 1997 and
September 30, 1997 4
Condensed Consolidated Statements of
Cash Flows for the Three Months
Ended December 28, 1997 and
December 29, 1996 5
Notes to Condensed Consolidated
Financial Statements 6-9
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 10-14
Part II. Other Information
-----------------
Item 6. Exhibits and Reports on Form 8-K 15
SIGNATURE 16
Exhibit Index 17
</TABLE>
2
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
PRI AUTOMATION, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
------------------
December 28, December 29,
1997 1996
---- ----
<S> <C> <C>
Net revenue.................................... $46,830 $37,228
Cost of revenue................................ 26,035 21,171
------- -------
Gross profit................................... 20,795 16,057
Operating expenses:
Research and development...................... 6,947 5,627
Selling, general and administrative........... 6,689 4,889
Acquired in-process research and development.. 8,417 --
------- -------
Operating (loss) profit........................ (1,258) 5,541
Other income, net.............................. 312 347
------- -------
(Loss) income before income tax provision...... (946) 5,888
Income tax provision........................... 2,503 2,002
------- -------
Net (loss) income.............................. $(3,449) $ 3,886
======= =======
Net (loss) income per common share:
Basic......................................... $ (0.23) $ 0.27
Diluted....................................... $ (0.23) $ 0.25
Weighted average shares outstanding:
Basic......................................... 15,093 14,622
Diluted....................................... 15,093 15,422
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
3
<PAGE>
PRI AUTOMATION, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
<TABLE>
<CAPTION>
December 28, September 30,
1997 1997
---- ----
(Unaudited)
ASSETS
Current assets:
<S> <C> <C>
Cash and cash equivalents............................ $ 39,793 $ 29,118
Marketable securities................................ 3,077 2,642
Trade accounts receivable, net....................... 48,200 62,085
Contracts in progress................................ 19,603 15,463
Inventories.......................................... 27,203 29,888
Deferred income taxes................................ 1,012 1,012
Other current assets................................. 3,324 2,562
-------- --------
Total current assets............................... 142,212 142,770
Property and equipment, net.......................... 12,056 11,400
Marketable securities................................ 492 506
Deferred income taxes................................ 475 475
Other assets......................................... 1,728 1,833
-------- --------
Total assets....................................... $156,963 $156,984
======== ========
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
<S> <C> <C>
Accounts payable...................................... $ 16,650 $ 18,319
Accrued expenses and other liabilities............... 12,637 15,819
Billings in excess of revenues and customer advances.. 3,578 3,462
-------- --------
Total current liabilities........................... 32,865 37,600
Stockholders' equity:
Common stock, $.01 par value: 24,000,000 shares
authorized; 15,157,311 and 14,984,765 shares issued
and outstanding at December 28, 1997 and
September 30, 1997, respectively..................... 152 150
Additional paid-in capital............................ 85,275 77,113
Retained earnings..................................... 38,670 42,119
Unrealized gain on securities......................... 1 2
-------- --------
Total stockholders' equity.......................... 124,098 119,384
-------- --------
Total liabilities and stockholders' equity.......... $156,963 $156,984
======== ========
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
4
<PAGE>
PRI AUTOMATION, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
------------------
December 28, December 29,
------------ ------------
1997 1996
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net (loss) income............................... $(3,449) $ 3,886
Adjustments to reconcile net (loss) income to
net cash provided by (used in) operating
activities:
Depreciation and amortization expense........ 1,222 797
Amortization of premiums or discounts on
marketable securities...................... 6 7
Acquired in-process research and development. 8,417 -
Changes in operating assets and liabilities:
Trade accounts receivable.................. 13,885 (6,385)
Contracts in progress...................... (4,140) (5,490)
Inventories................................ 2,685 (3,296)
Other assets............................... (1,107) (73)
Accounts payable........................... (1,704) 545
Accrued expenses and other liabilities..... (3,212) (678)
Billings in excess of revenues and
customer advances......................... 116 (132)
------- --------
Net cash provided by (used in) operating
activities...................................... 12,719 (10,819)
------- --------
Cash flows from investing activities:
Proceeds from the sale of marketable securities. -- 5,959
Proceeds from maturities of marketable
securities..................................... 685 2,890
Purchases of marketable securities.............. (1,113) (3,196)
Purchases of property and equipment............. (1,847) (1,116)
------- --------
Net cash (used in) provided by investing
activities...................................... (2,275) 4,537
------- --------
Cash flows from financing activities:
Proceeds from exercise of stock options and
Employee Stock Purchase Plan................... 231 707
------- --------
Net increase (decrease) in cash and cash
equivalents..................................... 10,675 (5,575)
Cash and cash equivalents at beginning of period.. 29,118 28,487
------- --------
Cash and cash equivalents at end of period........ $39,793 $ 22,912
======= ========
Significant non-cash transactions:
Acquisition of Interval Logic
Corporation (see Note E)................... $ -- $ --
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
5
<PAGE>
PRI AUTOMATION, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
A. Basis of Presentation
The condensed consolidated financial statements include the accounts of PRI
Automation, Inc. and its wholly-owned subsidiaries (collectively, the
"Company"). All significant inter-company transactions and balances have been
eliminated.
The condensed consolidated financial statements are unaudited. However, in
the opinion of management, all adjustments (consisting only of normal recurring
adjustments) necessary for a fair presentation of such information have been
made. The results for interim periods are not necessarily indicative of the
results for the entire year. The condensed consolidated financial statements
should be read in connection with the audited consolidated financial statements
of PRI Automation, Inc. for the year ended September 30, 1997 included in the
Company's Annual Report Form 10-K, filed with the Securities and Exchange
Commission.
For interim reporting purposes, the Company closes its first three fiscal
quarters on the Sunday nearest the last day of December, March and June in each
year. The Company's fiscal year ends on the last day of September.
B. Inventories
Inventories consist of the following (in thousands):
<TABLE>
<CAPTION>
December 28, September 30,
1997 1997
------------ -------------
<S> <C> <C>
Raw materials............. $21,103 $24,533
Work-in-process........... 6,100 5,355
------- -------
$27,203 $29,888
======= =======
</TABLE>
C. Accrued Expenses and Other Liabilities
The significant components of accrued expenses and other liabilities consist
of the following (in thousands):
<TABLE>
<CAPTION>
December 28, September 30,
1997 1997
------------ -------------
<S> <C> <C>
Accrued expenses.......... $ 4,523 $ 3,923
Accrued compensation...... 4,801 5,955
Income taxes payable...... 3,313 5,941
------- -------
$12,637 $15,819
======= =======
</TABLE>
6
<PAGE>
D. Earnings Per Share
The Company has adopted Statement of Financial Accounting Standard ("SFAS")
No. 128, "Earnings Per Share," which specifies the computation, presentation and
disclosure requirements for net income (loss) per common share. Basic net
income (loss) per common share is computed based on the weighted average number
of common shares outstanding during the period. Diluted net income (loss) per
common share gives effect to all dilutive potential common shares outstanding
during the period. Under SFAS No. 128, the computation of diluted earnings per
share does not assume the issuance of common shares that have an antidilutive
effect on net income per common share.
<TABLE>
<CAPTION>
Three Months Ended
------------------
December 28, 1997 December 29, 1996
------------------ -----------------
<S> <C> <C>
Net (loss) income...................... $(3,449,000) $ 3,886,000
Shares used in computation:
Weighted average common shares
outstanding used in computation of
basic net (loss) income per share...... 15,092,666 14,622,148
Dilutive effect of stock options....... -- 800,171
----------- -----------
Shares used in computation of diluted
net (loss) income per share........... 15,092,666 15,422,319
=========== ===========
Basic net (loss) income per share...... ($0.23) $ 0.27
Diluted net (loss) income per share.... ($0.23) $ 0.25
</TABLE>
Options to purchase 15,967 shares of common stock at prices ranging from
$20.13 to $23.88 per share were outstanding at December 29, 1996, but were not
included in the computation of diluted EPS because the option's exercise price
was greater than the average market price of the common shares as of such date
and, therefore, would be antidilutive under the treasury stock method.
E. Acquisition of Interval Logic Corporation
On October 29, 1997 the Company acquired Interval Logic Corporation ("ILC"),
a California corporation, for aggregate consideration of 111,258 shares of the
Company's Common Stock. In addition, the Company issued or assumed options to
purchase an aggregate of 199,170 shares of the Company's Common Stock. ILC was
formed in 1995 to develop advanced, high-performance planning and scheduling
software solutions for the semiconductor industry. The value of the transaction
is $8.5 million including approximately $600,000 of expenses related to the
acquisition. The transaction was accounted for as a purchase.
The purchase price was allocated to the tangible and intangible assets of
ILC based on the fair market value of those assets using a risk adjusted
discounted cash flow approach. Specifically, the purchased technology was
evaluated through extensive interviews and analysis of data concerning the state
of the technology and needed developments. This evaluation of underlying
technology acquired considered the inherent difficulties and uncertainties in
completing the development, and thereby achieving technological feasibility, and
the risks related to the viability of and potential changes in future target
markets. The technology was deemed to be in-process research and development
because the Company needs to make significant further investments in development
of the technology, to integrate it with the Company's products, including the
"Transnet" product line, and to meet expected customer requirements. The
necessary
7
<PAGE>
developments include completion of the software requirements definition, data
integration and validation, completion of the graphics user interface,
development of alpha and beta versions for customer testing, and integration and
adaptation with customer systems. The underlying technology had no alternative
future use to the Company in other research and development projects or
otherwise. Therefore, the Company recognized a charge of $8,417,000 for the
purchase of in-process research and development in October 1997.
F. Provision for Income taxes
The effective tax rate for the three months ended December 28, 1997, was
adversely affected by the effect of the charge for the acquired in-process
research and development which is not deductable for federal income tax
purposes. Excluding this charge, the effective tax rate was 33.5% for the three
months ended December 28, 1997, as compared to 34% for the corresponding period
in fiscal year 1997.
G. Subsequent Events
On January 22, 1998, the Company completed the acquisition of Equipe
Technologies, Inc. and two related companies (collectively "Equipe"). Equipe is
a leading worldwide developer, manufacturer, and supplier of wafer and substrate
handling robots, pre-aligners and controllers to the semiconductor process tool
manufactures. The acquisition will be accounted for as a pooling-of-interests.
The following pro forma information combines the results of operations of the
Company and Equipe as if the acquisition of Equipe had occurred at the beginning
of the periods presented. Equipe Technologies Inc. and one of the related
companies prior to the acquisition were S-corporations for tax purposes. The pro
forma information gives effect to certain adjustments, including an adjustment
to provide for income taxes as if Equipe Technologies, Inc. and the related
company were treated as C-corporations for the periods presented. The pro forma
information is shown for comparative purposes only.
<TABLE>
<CAPTION>
Three Months Ended
------------------
December 28, December 29,
1997 1996
---- ----
(in thousands, except per share data)
<S> <C> <C>
Net revenue........................ $65,133 $44,134
Operating profit................... 2,022 7,219
Net (loss) income.................. (1,563) 4,895
Diluted net (loss) income per
common share...................... ($0.08) $ 0.25
</TABLE>
H. New Accounting Pronouncements
In June 1997, the Financial Accounting Standards Board (the "FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 130, "Reporting
Comprehensive Income." This statement requires that changes in comprehensive
income be shown in a financial statement that is displayed with the same
prominence as other financial statements. The statement will be effective for
annual periods beginning after December 15, 1997 and the Company will adopt its
provisions in fiscal year 1999. Reclassification for earlier periods is
required for comparative purposes. The Company is currently evaluating the
impact this statement will have on its financial statements; however, because
the statement requires only additional disclosure, the Company does not expect
the statement to have a material impact on its financial position or results of
operations.
8
<PAGE>
In June 1997, the FASB issued SFAS No. 131, "Disclosures about Segments of
an Enterprise and Related Information." This statement supersedes SFAS No. 14,
"Financial Reporting for Segments of a Business Enterprise." This statement
includes requirements to report selected segment information quarterly and
entity-wide disclosures about products and services, major customers, and the
material countries in which the entity holds assets and reports revenues. The
statement will be effective for annual periods beginning after December 15, 1997
and the Company will adopt its provisions in fiscal year 1999. Reclassification
for earlier periods is required, unless impracticable, for comparative purposes.
The Company is currently evaluating the impact this statement will have on its
financial statements; however, because the statement requires only additional
disclosure, the Company does not expect the statement to have a material impact
on its financial position or results of operations.
In October 1997, the American Institute of Certified Public Accountants
("AICPA") issued the Statement of Position ("SOP") 97-2 "Software Revenue
Recognition," which will supersede SOP 91-1. SOP 97-2 has not changed the basic
rules of revenue recognition but does provide more guidance particularly with
respect to multiple deliverables and "when and if available" products. SOP 97-2
is effective for transactions entered into for annual periods beginning after
December 15, 1997. The Company will adopt SOP 97-2 in fiscal year 1999 and has
not yet determined its impact.
9
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Certain Factors That May Affect Future Results
From time to time, information provided by the Company, statements made by
its employees or information included in its filings with the Securities and
Exchange Commission may contain statements which are not historical facts but
which are "forward-looking statements" which involve risks and uncertainties. In
particular, statements in "Management's Discussion and Analysis of Financial
Condition and Results of Operations," relating to the Company's revenue and
expense levels, profitability and the sufficiency of capital to meet working
capital and capital expenditures requirements, may be forward-looking
statements. The words "expect," "anticipate," "internal," "plan," "believe,"
"seek," "estimate" and similar expressions also are intended to identify such
forward-looking statements. This Report also contains other forward-looking
statements. Such statements are not guarantees of future performance, and
involve certain risks, uncertainties and assumptions that could cause the
Company's future results to differ materially from those expressed in any
forward-looking statements made by or on behalf of the Company. Many of such
factors are beyond the Company's ability to control or predict. Readers are
accordingly cautioned not to place undue reliance on forward-looking statements.
The Company disclaims any intent or obligation to update publicly any forward-
looking statements whether in response to new information, future events or
otherwise. Important factors that may cause the Company's actual results to
differ from such forward-looking statements include, but are not limited to, the
factors discussed below.
The Company's future results are subject to substantial risks and
uncertainties. The Company's business and results of operations depend in
significant part upon capital expenditures from manufacturers of semiconductors,
which in turn depend upon the current and anticipated market demand for
semiconductors and products incorporating semiconductors. Historically, the
semiconductor industry has been highly cyclical with recurring periods of over
supply, which often have had a severe effect on the semiconductor industry's
demand for capital expenditures, including systems manufactured and marketed by
the Company. The Company believes that the markets for newer generations of
semiconductors will also be subject to similar fluctuations. Also, the recent
high rate of technical innovation and resulting improvements in the performance
and price of semiconductor devices, which have driven much of the demand for the
Company's products, could slow, or encounter limits, in the future. In addition,
any other factor adversely affecting the semiconductor industry or particular
segments within the semiconductor industry may adversely effect the Company's
business, financial condition and operating results.
Additional risks and uncertainties include: competitive pressures on
selling prices; inventory management, including suppliers' ability to meet the
Company's needs in a timely manner; the timing and cancellation of customer
orders; changes in product mix; the Company's ability to introduce new products
and technologies on a timely basis; the Company's ability to increase its
manufacturing capacity to meet increased demand while maintaining satisfactory
levels of product quality, service levels, and timeliness of deliveries; rapid
technological change and introduction of products and technologies by the
Company's competitors; market acceptance of the Company's and its competitors'
products; the level of orders received which can be shipped in a quarter, the
timing of investments in engineering and development, the Company's ability to
absorb and manage acquisitions, and risks associated with doing business in Asia
and Europe. The current financial uncertainty within the economies of certain
Asian countries could affect the worldwide semiconductor industry and the
Company. This uncertainty could result in delay or
10
<PAGE>
cancellation of orders from customers in these countries. As a result of the
foregoing and other factors, the Company may experience material fluctuations in
future operating results on a quarterly or annual basis which could materially
and adversely affect its business, financial condition, operating results and
stock price.
Results of Operations
Net Revenue: Net revenue for the three months ended December 28, 1997 was
$46.8 million, an increase of 25.8% over the corresponding period in fiscal year
1997. The increase resulted primarily from strong domestic demand for the
Company's flexible factory automation systems and customer service and support.
Net export sales to Europe and Asia customers for the three months ended
December 28, 1997 were $16.8 million as compared to $17.4 million for the
corresponding period in fiscal year 1997, and accounted for 35.9% and 46.8% of
net revenue, respectively.
Gross Profit: The gross profit margin for the three months ended December
28, 1997 increased to 44.4% as compared to 43.1% for the corresponding period in
fiscal year 1997. The increase is primarily attributable to greater efficiency
in the Company's manufacturing operations associated with higher volumes and
cost reduction efforts undertaken by the Company.
Research and Development: Research and development expenses for the three
months ended December 28, 1997 were $6.9 million as compared to $5.6 million for
the corresponding period in fiscal year 1997, representing 14.8% and 15.1% of
net revenue, respectively. The increase in total spending primarily reflects the
increase in personnel and materials expense associated with continuing efforts
in new product development, particularly in 300mm product programs.
Selling, General and Administrative: Selling, general and administrative
expenses for the three months ended December 28, 1997 were $6.7 million as
compared to $4.9 million for the corresponding period in fiscal year 1997,
representing 14.3% and 13.1% of net revenue, respectively. The increase in total
spending reflects the Company's continuing investments in sales and support
organization in Europe, Taiwan, and to a lesser extent, Korea.
Acquired In-Process Research and Development: In October 1997, the company
acquired Interval Logic Corporation in a transaction valued at $8.5 million,
accounted for as a purchase. Interval Logic Corporation was formed in 1995 to
develop advanced, high-performance planning and scheduling software solutions
for the semiconductor industry. At the time of the acquisition, the purchase
price was allocated to the tangible and intangible assets of ILC based on the
fair market value of those assets using a risk adjusted discounted cash flow
approach. Specifically, the purchased technology was evaluated through extensive
interviews and analysis of data concerning the state of the technology and
needed developments. This evaluation of underlying technology acquired
considered the inherent difficulties and uncertainties in completing the
development, and thereby achieving technological feasibility, and the risks
related to the viability of and potential changes in future target markets. The
technology was deemed to be in-process research and development because the
Company needs to make significant further investments in development of the
technology, to integrate it with the Company's products, including the
"Transnet" product line, and to meet expected customer requirements. The
necessary developments include completion of the software requirements
definition, data integration and validation, completion of the graphics user
interface, development of alpha and beta versions for customer testing, and
integration and adaptation with customer systems. The underlying technology had
no alternative future use to the Company in other research and development
11
<PAGE>
projects or otherwise. Therefore, the Company recognized a charge of $8,417,000
for the purchase of in-process research and development in October 1997.
Operating (Loss) Profit: The loss from operations for the three months
ended December 28, 1997 was $1.3 million as compared to income from operations
of $5.5 million for the corresponding period in fiscal 1997. Excluding the non-
recurring charge of $8.4 million related to acquired in-process research and
development recorded in the connection with the acquisition of Interval Logic
Corporation, operating income for the three months ended December 28, 1997 would
have been $7.2 million and operating margins would have increased to 15.3% from
14.9% in the comparable period in fiscal 1997.
Other Income, Net: Other income, net for the three months ended December
28, 1997 was $312,000 as compared to $347,000 for the corresponding period in
fiscal year 1997. Interest income for the three months ended December 28, 1997
was $325,000 as compared to $346,000 for the corresponding period in fiscal year
1997. The decrease is attributable to lower average cash and investment
balances.
Income Tax Provision: The effective tax rate for the three months ended
December 28, 1997 was adversely affected by the effect of the charge for the
acquired in-process research and development which is not deductible for federal
income tax purposes. Excluding this charge, the effective tax rate was 33.5% for
the three months ended December 28, 1997, as compared to 34.0% for the
corresponding period in fiscal year 1997.
Net (Loss) Income: The net loss for the three months ended December 28,
1997 was $3.4 million compared to net income of $3.9 million for the
corresponding period in fiscal year 1997. Excluding the charge for acquired in-
process research and development, net income for the three months ended December
28, 1997 would have been $5.0 million, or 10.6% of net revenue, as compared to
$3.9 million, or 10.4% of net revenue, in the same period in fiscal year 1997.
Diluted net income per common share excluding the charge for acquired in-process
research and development would have been $0.31 for the three months ending
December 28, 1997 as compared to $0.25 for the corresponding period in fiscal
year 1997.
Liquidity and Capital Resources
Since its inception, the Company has funded its operations primarily
through private equity financings, bank lines of credit, public stock offerings
in October 1994 and July 1995 and cash generated from operations.
As of December 28, 1997 the Company had working capital of $109.3 million,
including cash and cash equivalents of $39.8 million and short-term marketable
securities of $3.1 million.
Net cash provided by operating activities for the three months ended
December 28, 1997 was $12.7 million, compared to net cash used in operating
activities of $10.8 million for the corresponding period in fiscal year 1997.
Net cash provided by operating activities for the three months ended December
28, 1997 was primarily attributable to net income prior to the non-cash charge
associated with acquired in-process research and development of $5.0 million and
decreases in trade accounts receivable of $13.9 million, and inventory of $2.7
million, offset partially by an increase in contracts in process of $4.1 million
and decreases in accounts payable of $1.7 million and in accrued expenses of
$3.2 million. Net cash used in operating activities for the three months ended
December 29, 1996 was primarily attributable to increases in trade
12
<PAGE>
accounts receivable of $6.4 million, contracts in progress of $5.5 million and
in inventory of $3.3 million, which more than offset net income of $3.9 million.
Net cash used in investing activities for the three months ended December
28, 1997 was $2.3 million as compared to net cash provided by investing
activities of $4.5 million for the corresponding period in fiscal year 1997. Net
cash used in investing activities for the three months ended December 28, 1997
was attributable to purchases of property and equipment of $1.8 million and of
marketable securities of $1.1 million offset partially by proceeds from
maturities of marketable securities of $685,000. Net cash provided by investing
activities for the three months ended December 29, 1996 was attributable to net
proceeds from sales of marketable securities of $6.0 million and proceeds from
maturities of marketable securities of $2.9 million offset partially by the
purchases of marketable securities of $3.2 million and property and equipment of
$1.1 million.
Net cash provided by financing activities for the three months ended
December 28, 1997 was $231,000 as compared to $707,000 for the corresponding
period in fiscal year 1997, and was attributable to the exercise of stock
options and issuance of common stock pursuant to the Company's Employee Stock
Purchase Plan.
At December 28, 1997, the Company had no borrowings under its working
capital line of credit from Fleet Bank of Massachusetts, N.A. (the "Bank"). The
working capital line of credit enables the Company to obtain revolving loans or
grant letters of credit on an unsecured basis up to the lesser of 80% of
eligible accounts receivable or $10,000,000, with outstanding borrowings under
revolving loans bearing interest at the Bank's prime lending rate. The ability
of the Company to effect borrowings under the line of credit is conditioned
upon, among other things, the Company's meeting certain financial covenants,
including covenants requiring the maintenance of specific levels of quarterly
and annual earnings, working capital, tangible net worth, debt service coverage
and liquidity. The Company may elect to convert revolving loans into loans
bearing interest at 1.5% above the Bank's cost of funds. The working capital
line of credit expires on March 1, 1998. The Company believes that existing cash
and investment balances and funds available under its existing line of credit
will be sufficient to meet the Company's cash requirements to fund operations
and expected capital expenditures during the next twelve months.
Acquisition of Equipe Technologies
On January 22, 1998, the Company completed the acquisition of Equipe
Technologies, Inc. and two related companies (collectively, "Equipe"). Equipe is
a leading worldwide developer, manufacturer, and supplier of wafer and substrate
handling robots, pre-aligners and controllers to the semiconductor process tool
manufacturers. The acquisition will be accounted for as a pooling-of interests.
The company believes the acquisition strengthens its position in semiconductor
factory automation and extends its ability to deliver complete wafer-flow
solutions allowing it to automate virtually every wafer move throughout the fab.
New Accounting Pronouncements
In June 1997, the Financial Accounting Standards Board (the "FASB") issued
Statement of Financial Accounting Standards (the "SFAS") No. 130, "Reporting
Comprehensive Income." This statement requires that changes in comprehensive
income be shown in a financial statement that is displayed with the same
prominence as other financial statements. The statement will be effective for
annual periods beginning after December 15, 1997 and the Company will adopt its
provisions in fiscal year 1999. Reclassification for earlier periods is
required for comparative
13
<PAGE>
purposes. The Company is currently evaluating the impact this statement will
have on its financial statements; however, because the statement requires only
additional disclosure, the Company does not expect the statement to have a
material impact on its financial position or results of operations.
In June 1997, the FASB issued SFAS No. 131, "Disclosures about Segments of
an Enterprise and Related Information." This statement supersedes SFAS No. 14,
"Financial Reporting for Segments of a Business Enterprise." This statement
includes requirements to report selected segment information quarterly and
entity-wide disclosures about products and services, major customers, and the
material countries in which the entity holds assets and reports revenues. The
statement will be effective for annual periods beginning after December 15, 1997
and the Company will adopt its provisions in fiscal year 1999. Reclassification
for earlier periods is required, unless impracticable, for comparative purposes.
The Company is currently evaluating the impact this statement will have on its
financial statements; however, because the statement requires only additional
disclosure, the Company does not expect the statement to have a material impact
on its financial position or results of operations.
In October 1997, the American Institute of Certified Public Accountants
("AICPA") issued the Statement of Position ("SOP") 97-2 "Software Revenue
Recognition," which will supersede SOP 91-1. SOP 97-2 has not changed the basic
rules of revenue recognition but does provide more guidance particularly with
respect to multiple deliverables and "when and if available" products. SOP 97-2
is effective for transactions entered into for annual periods beginning after
December 15, 1997. The Company will adopt SOP 97-2 in fiscal year 1999 and has
not yet determined its impact.
14
<PAGE>
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits
<TABLE>
<CAPTION>
Exhibit
Number Description
------ -----------
<S> <C>
*3.4 Amended and Restated By-Laws of the Company
*3.5 Restated Articles of Organization of the Company
**3.6 Articles of Amendment to the Restated Articles of Organization of
the Company
3.7 Articles of Amendment to the Restated Articles of Organization of
the Company
10.19 Agreement and Plan of Reorganization, dated as of October 25,
1997, among PRI Automation, Inc., E-Acquisition Corp., Equipe
Technologies, Inc. and Certain Stockholders of Equipe Technologies,
Inc. (filed as Exhibit 10.19 to the Company's Current Report on
Form 8-K, filed with the Commission on November 10, 1997, and
incorporated herein by reference).
10.20 Stock Purchase Agreement, dated as of October 25, 1997, among PRI
Automation, Inc. and the Shareholders of E-Machine, Inc. (filed as
Exhibit 10.20 to the Company's Current Report on Form 8-K, filed
with the Commission on November 10, 1997, and incorporated herein
by reference).
10.21 Stock Purchase Agreement, dated as of October 25, 1997, among PRI
Automation, Inc. and the Shareholders of Equipe Japan Corporation
(filed as Exhibit 10.21 to the Company's Current Report on Form 8-
K, filed with the Commission on November 10, 1997, and incorporated
herein by reference).
10.22 PRI Automation, Inc. 1997 Non-Incentive Stock Option Plan, as
amended
10.23 Lease agreement dated as of November 1, 1997 by and between the
Company and M/A-COM, a Division of AMP Incorporated.
27.1 Financial Data Schedule
</TABLE>
- ---------------
* Incorporated by reference to the similarly-numbered Exhibit to the
Company's Registration Statement on Form S-1, File No. 33-81836.
** Incorporated by reference to the similarly numbered Exhibit to the
Company's Quarterly Report Form 10-Q, for the period ended March 30, 1997.
b) Reports on Form 8-K
The Company filed a Current Report on Form 8-K (the "Form 8-K") with the
commission on November 10, 1997. The Form 8-K reported that the Company had
entered into agreements to acquire Equipe Technologies, Inc., a California
corporation ("Equipe"), and two companies related to Equipe, Equipe Japan
Corporation, a Japanese corporation, and E-Machine, Inc., a California
corporation. The Financial statements required by Item 7 of the Form 8-K were
filed by amendment of such form on December 12, 1997.
15
<PAGE>
SIGNATURE
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.
PRI AUTOMATION, INC.
Date: February 9, 1998 By: /s/ Stephen D. Allison
---------------------------------
Stephen D. Allison
Chief Financial Officer
(Duly Authorized Officer and
Principal Financial and Accounting
Officer)
16
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description Page
------ ----------- ----
<S> <C>
3.7 Articles of Amendment to the Restated Articles of
Organization of the Company
10.19 Agreement and Plan of Reorganization, dated as of October
25, 1997, among PRI Automation, Inc., E-Acquisition Corp.,
Equipe Technologies, Inc. and Certain Stockholders of Equipe
Technologies, Inc. (filed as Exhibit 10.19 to the Company's
Current Report on Form 8-K, filed with the Commission on
November 10, 1997, and incorporated herein by reference).
10.20 Stock Purchase Agreement, dated as of October 25, 1997,
among PRI Automation, Inc. and the Shareholders of E-
Machine, Inc. (filed as Exhibit 10.20 to the Company's
Current Report on Form 8-K, filed with the Commission on
November 10, 1997, and incorporated herein by reference).
10.21 Stock Purchase Agreement, dated as of October 25, 1997,
among PRI Automation, Inc. and the Shareholders of Equipe
Japan Corporation (filed as Exhibit 10.21 to the Company's
Current Report on Form 8-K, filed with the Commission on
November 10, 1997, and incorporated herein by reference).
10.22 PRI Automation, Inc. 1997 Non-Incentive Stock Option Plan,
as amended
10.23 Lease agreement dated as of November 1, 1997 by and between
the Company and M/A-COM, a Division of AMP Incorporated.
27.1 Financial Data Schedule
</TABLE>
1
<PAGE>
Exhibit 3.7
FEDERAL IDENTIFICATION
NO. 04-2495703
-------------------
THE COMMONWEALTH OF MASSACHUSETTS
- ----------- William Francis Galvin
Examiner Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512
ARTICLES OF AMENDMENT
(General Laws, Chapter 156B, Section 72)
- -----------
Name
Approved We, Mitchell G. Tyson President,
-------------------------------------,
and Robert L. Birnbaum Assistant Clerk,
----------------------------------------,
of PRI Automation, Inc.
----------------------------------------------------------------,
(Exact name of corporation)
located at 805 Middlesex Turnpike, Billerica, MA 01821
--------------------------------------------------------,
(Street address of corporation in Massachusetts)
certify that these Articles of Amendment affecting articles
numbered:
3
--------------------------------------------------------------------
(Number those articles 1, 2, 3, 4, 5 and/or 6 being amended)
of the Articles of Organization were duly adopted at a meeting held
on January 16, 1998 by vote of:
<TABLE>
<S> <C> <C>
10,541,574 shares of Common Stock of 15,298,656 shares outstanding,
------------- --------------------- ------------
(type, class & series, if any)
shares of of shares outstanding, and
------------- --------------------- ------------
(type, class & series, if any)
shares of of shares outstanding,
------------- --------------------- ------------
(type, class & series, if any)
</TABLE>
C
P /1/ being at least a majority of each type, class or series
M outstanding and entitled to vote thereon:
R.A.
/1/ For amendments adopted pursuant to Chapter 156B, Section 70.
Note: If the space provided under any article or item on this form
is insufficient, additions shall be set forth on one side only of
- ----------- separate 8 1/2 x 11 sheets of paper with a left margin of at least
P.C. 1 inch. Additions to more than one article may be made on a single
sheet so long as each article requiring each addition is clearly
indicated.
<PAGE>
To change the number of shares and the par value (if any) of any type, class or
series of stock which the corporation is authorized to issue, fill in the
following:
The total presently authorized is:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
- --------------------------------------------------------------------------------
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common: Common: 24,000,000 $.01
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Preferred: Preferred: 400,000 $.01
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
</TABLE>
Change the total authorized to:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
- --------------------------------------------------------------------------------
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common: Common: 50,000,000 $.01
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Preferred: Preferred: 400,000 $.01
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
</TABLE>
<PAGE>
The foregoing amendment(s) will become effective when these Articles of
Amendment are filed in accordance with General Laws, Chapter 156B, Section 6
unless these articles specify, in accordance with the vote adopting the
amendment, a later effective date not more than thirty days after such filing,
in which event the amendment will become effective on such later date.
Later effective date: .
---------------------------
SIGNED UNDER THE PENALTIES OF PERJURY, this 30/th/ day of January , 1998,
--------- ------------
/s/ Mitchell G. Tyson , President
- --------------------------------------------------------------
/s/ Robert L. Birnbaum , Assistant Clerk.
- --------------------------------------------------------------
<PAGE>
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
(General Laws, Chapter 156B, Section 72)
===============================================================
I hereby approve the within Articles of Amendment and, the
filing fee in the amount of $26,000 having been paid, said
articles are deemed to have been filed with me this 2nd day of
February, 1998.
Effective date: February 2, 1998
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
TO BE FILLED IN BY CORPORATION
Photocopy of document to be sent to:
Robert L. Birnbaum, Esq.
-----------------------------------------------------------------
Foley, Hoag & Eliot LLP
One Post Office Square
-----------------------------------------------------------------
Boston, MA 02109-2170
-----------------------------------------------------------------
<PAGE>
Exhibit 10.22
PRI AUTOMATION, INC.
1997 NON-INCENTIVE STOCK OPTION PLAN
SECTION 1. PURPOSE
-------
This 1997 Non-Incentive Stock Option Plan (the "Plan") of PRI Automation,
Inc., a Massachusetts corporation (the "Company"), is designed to provide
additional incentive to executives and other key employees of the Company and
its subsidiaries and for certain other individuals providing services to or
acting as directors of the Company and its subsidiaries. The Company intends
that this purpose will be effected by the granting of nonqualified stock options
("Options") under the Plan which afford such executives and key employees an
opportunity to acquire or increase their proprietary interest in the Company
through the acquisition of shares of its Common Stock.
SECTION 2. ADMINISTRATION
--------------
2.1 The Committee. The Plan shall be administered by a Committee (the
-------------
"Committee") consisting of the "Outside Directors" who are also members of the
Compensation Committee. As used herein, the term "Outside Director" means any
director who (i) is not an employee of the Company or of any "affiliated group,"
as such term is defined in Section 1504(a) of the Internal Revenue Code of 1986,
as amended (the "Code"), which includes the Company (an "Affiliate"), (ii) is
not a former employee of the Company or any Affiliate who is receiving
compensation for prior services (other than benefits under a tax-qualified
retirement plan) during the Company's or any Affiliate's taxable year, (iii) has
not been an officer of the Company or any Affiliate and (iv) does not receive
remuneration from the Company or any Affiliate, either directly
<PAGE>
or indirectly, in any capacity other than as a director. It is the intention of
the Company that the Plan shall be administered by "Non-Employee Directors"
within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, but
the authority and validity of any act taken or not taken by the Committee shall
not be affected if any person administering the Plan is not a Non-Employee
Director. Except as specifically reserved to the Company's Board of Directors
(the "Board") under the terms of the Plan, the Committee shall have full and
final authority to operate, manage and administer the Plan on behalf of the
Company. Action by the Committee shall require the affirmative vote of a
majority of all members thereof.
2.2 Powers of the Committee. Subject to the terms and conditions of the
-----------------------
Plan, the Committee shall have the power:
(a) To determine from time to time the persons eligible to receive
options and the options to be granted to such persons under the Plan and to
prescribe the terms, conditions, restrictions, if any, and provisions
(which need not be identical) of each option granted under the Plan to such
persons;
(b) To construe and interpret the Plan and options granted thereunder
and to establish, amend, and revoke rules and regulations for
administration of the Plan. In this connection, the Committee may correct
any defect or supply any omission, or reconcile any inconsistency in the
Plan, or in any option agreement, in the manner and to the extent it shall
deem necessary or expedient to make the Plan fully effective. All
decisions and determinations by the Committee in the exercise of this power
shall be final and binding upon the Company and optionees;
-2-
<PAGE>
(c) To make, in its sole discretion, changes to any outstanding option
granted under the Plan, including: (i) to reduce the exercise price, (ii)
to accelerate the vesting schedule or (iii) to extend the expiration date;
and
(d) Generally, to exercise such powers and to perform such acts as are
deemed necessary or expedient to promote the best interests of the Company
with respect to the Plan.
SECTION 3. STOCK
-----
3.1 Stock to be Issued. The stock subject to the options granted under
------------------
the Plan shall be shares of the Company's authorized but unissued common stock,
$.01 par value (the "Common Stock"), or shares of the Company's Common Stock
held in treasury. The total number of shares that may be issued pursuant to
options granted under the Plan shall not exceed an aggregate of 1,400,000 shares
of Common Stock; provided, however, that the class and aggregate number of
shares which may be subject to options granted under the Plan shall be subject
to adjustment as provided in Section 8 hereof.
3.2 Expiration, Cancellation or Termination of Option. Whenever any
-------------------------------------------------
outstanding option under the Plan expires, is canceled or is otherwise
terminated (other than by exercise), the shares of Common Stock allocable to the
unexercised portion of such option may again be the subject of options under the
Plan.
3.3 Limitation on Grants. In no event may any Plan participant be granted
--------------------
options with respect to more than 150,000 shares of Common Stock in any calendar
year. The number of shares of Common Stock issuable pursuant to an option
granted to a Plan participant in a calendar
-3-
<PAGE>
year that is subsequently forfeited, canceled or otherwise terminated shall
continue to count toward the foregoing limitation in such calendar year. In
addition, if the exercise price of an option is subsequently reduced, the
transaction shall be deemed a cancellation of the original option and the grant
of a new one so that both transactions shall count toward the maximum shares
issuable in the calendar year of each respective transaction.
SECTION 4. ELIGIBILITY
-----------
Options may be granted to officers or other employees of the Company or its
subsidiaries, and to members of the Board and consultants or other persons who
render services to the Company (regardless of whether they are also employees).
SECTION 5. TERMINATION OF EMPLOYMENT OR DEATH OF OPTIONEE
----------------------------------------------
5.1 Termination of Employment. Except as may be otherwise expressly
-------------------------
provided herein, options shall terminate on the earlier of:
(a) the date of expiration thereof,
(b) the date of termination of the optionee's employment with or
services to the Company by it for cause (as determined by the Company), or
voluntarily by the optionee; or
(c) ninety days after the date of termination of the optionee's
employment with or services to the Company by it without cause;
-4-
<PAGE>
provided, that Options granted to persons who are not employees of the Company
- --------
need not, unless the Committee determines otherwise, be subject to the
provisions set forth in clauses (b) and (c) above. An employment relationship
between the Company and the optionee shall be deemed to exist during any period
in which the optionee is employed by the Company or any subsidiary. Whether
authorized leave of absence, or absence on military or government service, shall
constitute termination of the employment relationship between the Company and
the optionee shall be determined by the Committee at the time thereof.
As used herein, "cause" shall mean (i) any material breach by the optionee
of any agreement to which the optionee and the Company are both parties, (ii)
any act or omission to act by the optionee which may have a material and adverse
effect on the Company's business or on the optionee's ability to perform
services for the Company, including, without limitation, the commission of any
crime (other than ordinary traffic violations), or (iii) any material misconduct
or material neglect of duties by the optionee in connection with the business or
affairs of the Company or any affiliate of the Company.
5.2 Death or Permanent Disability of Optionee. In the event of the death
-----------------------------------------
or permanent and total disability of the holder of an option that is subject to
clause (b) or (c) of Section 5.1 above prior to termination of the optionee's
employment with or services to the Company and before the date of expiration of
such option, such option shall terminate on the earlier of such date of
expiration or one year following the date of such death or disability. After
the death of the optionee, his/her executors, administrators or any person or
persons to whom his/her option may be transferred by will or by the laws of
descent and distribution, shall have the right, at any time prior to such
termination, to exercise the option to the extent the optionee was entitled to
exercise
-5-
<PAGE>
such option immediately prior to his/her death. An optionee is permanently and
totally disabled if he/she is unable to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment
which can be expected to last for a continuous period of not less than 12
months; permanent and total disability shall be determined in accordance with
Section 22(e)(3) of the Code and the regulations issued thereunder.
SECTION 6. TERMS OF THE OPTION AGREEMENTS
------------------------------
Each option agreement shall be in writing and shall contain such terms,
conditions, restrictions, if any, and provisions as the Committee shall from
time to time deem appropriate. Such provisions or conditions may include without
limitation restrictions on transfer, repurchase rights, or such other provisions
as shall be determined by the Committee; provided that such additional
-------------
provisions shall not be inconsistent with any other term or condition of the
Plan. The shares of stock issuable upon exercise of an option by any executive
officer, director or beneficial owner of more than ten percent of the Common
Stock of the Company may not be sold or transferred (except that such shares may
be issued upon exercise of such option) by such officer, director or beneficial
owner for a period of six months following the grant of such option.
Option agreements need not be identical, but each option agreement by
appropriate language shall include the substance of all of the following
provisions:
6.1 Expiration of Option. Notwithstanding any other provision of the Plan
--------------------
or of any option agreement, each option shall expire on the date specified in
the option agreement or as specified in Section 5 of this Plan.
-6-
<PAGE>
6.2 Exercise. Each option may be exercised, so long as it is valid and
--------
outstanding, from time to time in part or as a whole, subject to any limitations
with respect to the number of shares for which the option may be exercised at a
particular time and to such other conditions as the Committee in its discretion
may specify upon granting the option.
6.3 Purchase Price. The purchase price per share under each option
--------------
shall be determined by the Committee at the time the option is granted and shall
not be less than the fair market value of the Common Stock on the date of grant.
6.4 Rights of Optionees. No optionee shall be deemed for any purpose to
-------------------
be the owner of any shares of Common Stock subject to any option unless and
until the option shall have been exercised pursuant to the terms thereof, and
the Company shall have issued and delivered the shares to the optionee.
6.5 Repurchase Right. The Committee may in its discretion provide upon
----------------
the grant of any option hereunder that the Company shall have an option to
repurchase upon such terms and conditions as determined by the Committee all or
any number of shares purchased upon exercise of such option. The repurchase
price per share payable by the Company shall be such amount or be determined by
such formula as is fixed by the Committee at the time the option for the shares
subject to repurchase is granted. In the event the Committee shall grant
options subject to the Company's repurchase option, the certificates
representing the shares purchased pursuant to such option shall carry a legend
satisfactory to counsel for the Company referring to the Company's repurchase
option.
-7-
<PAGE>
SECTION 7. METHOD OF EXERCISE; PAYMENT OF PURCHASE PRICE
---------------------------------------------
7.1 Method of Exercise. Any option granted under the Plan may be
------------------
exercised by the optionee by delivering to the Company on any business day a
written notice specifying the number of shares of Common Stock the optionee then
desires to purchase and specifying the address to which the certificates for
such shares are to be mailed (the "Notice"), accompanied by payment for such
shares.
7.2 Payment of Purchase Price. Payment for the shares of Common Stock
-------------------------
purchased pursuant to the exercise of an option shall be made either by (i)
cash, certified check, bank draft or postal or express money order equal to the
option price for the number of shares specified in the Notice, or (ii) through
the delivery of shares of Common Stock (which in the case of shares acquired
from the Company, have been outstanding for at least six months) having a fair
market value on the last business day preceding the date of exercise equal to
the purchase price, or (iii) by delivery of an unconditional and irrevocable
undertaking by a broker to deliver promptly to the Company sufficient funds to
pay the exercise price, or (iv) if so permitted by the instrument evidencing the
Option or by the Board on or after grant of the Option, by delivery of a
promissory note of the Option holder to the Company, payable on such terms as
are specified by the Board, or (v) by any combination of the permissible forms
of payment. As promptly as practicable after receipt of the Notice and
accompanying payment, the Company shall deliver to the optionee certificates for
the number of shares with respect to which such option has been so exercised,
issued in the optionee's name; provided, however, that such delivery shall be
-------- -------
deemed effected for all purposes when the Company or a stock transfer agent of
the Company shall have deposited
-8-
<PAGE>
such certificates in the United States mail, addressed to the optionee, at the
address specified in the Notice.
SECTION 8. CHANGES IN COMPANY'S CAPITAL STRUCTURE
--------------------------------------
8.1 Rights of Company. The existence of outstanding options shall not
-----------------
affect in any way the right or power of the Company or its stockholders to make
or authorize, without limitation, any or all adjustments, recapitalizations,
reorganizations or other changes in the Company's capital structure or its
business, or any merger or consolidation of the Company, or any issue of Common
Stock, or any issue of bonds, debentures, preferred or prior preference stock or
other capital stock ahead of or affecting the Common Stock or the rights
thereof, or the dissolution or liquidation of the Company, or any sale or
transfer of all or any part of its assets or business, or any other corporate
act or proceeding, whether of a similar character or otherwise.
8.2 Recapitalization, Stock Splits and Dividends. If the Company shall
--------------------------------------------
effect a subdivision or consolidation of shares or other capital readjustment,
the payment of a stock dividend, or other increase or reduction of the number of
shares of the Common Stock outstanding, in any such case without receiving
compensation therefor in money, services or property, then (i) the number,
class, and price per share of shares of stock subject to outstanding options
hereunder shall be appropriately adjusted in such a manner as to entitle an
optionee to receive upon exercise of an option, for the same aggregate cash
consideration, the same total number and class of shares as he or she would have
received as a result of the event requiring the adjustment had he or she
exercised his or her option in full immediately prior to such event; (ii) the
number and class of shares with respect to which options may be granted under
the Plan;
-9-
<PAGE>
and (iii) the number and class of shares set forth in Section 3.3 shall be
adjusted by substituting for the total number of shares of Common Stock then
reserved for issuance under the Plan that number and class of shares of stock
that the owner of an equal number of outstanding shares of Common Stock would
own as the result of the event requiring the adjustment.
8.3 Merger without Change of Control. After a merger of one or more
--------------------------------
corporations into the Company, or after a consolidation of the Company and one
or more corporations in which (i) the Company shall be the surviving
corporation, and (ii) the stockholders of the Company immediately prior to such
merger or consolidation own after such merger or consolidation shares
representing at least fifty percent of the voting power of the Company, each
holder of an outstanding option shall, at no additional cost, be entitled upon
exercise of such option to receive in lieu of the number of shares as to which
such option shall then be so exercisable, the number and class of shares of
stock or other securities to which such holder would have been entitled pursuant
to the terms of the agreement of merger or consolidation if, immediately prior
to such merger or consolidation, such holder had been the holder of record of a
number of shares of Common Stock equal to the number of shares for which such
option was exercisable.
8.4 Sale or Merger with Change of Control. If the Company is merged into
-------------------------------------
or consolidated with another corporation under circumstances where the Company
is not the surviving corporation, or if there is a merger or consolidation where
the Company is the surviving corporation but the stockholders of the Company
immediately prior to such merger or consolidation do not own after such merger
or consolidation shares representing at least fifty percent of the voting power
of the Company, or if the Company is liquidated, or sells or otherwise
-10-
<PAGE>
disposes of substantially all of its assets to another corporation while
unexercised options remain outstanding under the Plan, (i) subject to the
provisions of clause (iii) below, after the effective date of such merger,
consolidation, liquidation, sale or disposition, as the case may be, each holder
of an outstanding option shall be entitled, upon exercise of such option, to
receive, in lieu of shares of Common Stock, shares of such stock or other
securities, cash or property as the holders of shares of Common Stock received
pursuant to the terms of the merger, consolidation, liquidation, sale or
disposition; (ii) the Committee may accelerate the time for exercise of all
unexercised and unexpired options to and after a date prior to the effective
date of such merger, consolidation, liquidation, sale or disposition, as the
case may be, specified by the Committee; or (iii) all outstanding options may be
canceled by the Committee as of the effective date of any such merger,
consolidation, liquidation, sale or disposition provided that (x) notice of such
cancellation shall be given to each holder of an option and (y) each holder of
an option shall have the right to exercise such option to the extent that the
same is then exercisable or, if the Committee shall have accelerated the time
for exercise of all unexercised and unexpired options, in full during the 30-day
period preceding the effective date of such merger, consolidation, liquidation,
sale or disposition.
8.5 Adjustments to Common Stock Subject to Options. Except as
----------------------------------------------
hereinbefore expressly provided, the issue by the Company of shares of stock of
any class, or securities convertible into shares of stock of any class, for cash
or property, or for labor or services, either upon direct sale or upon the
exercise of rights or warrants to subscribe therefor, or upon conversion of
shares or obligations of the Company convertible into such shares or other
-11-
<PAGE>
securities, shall not affect, and no adjustment by reason thereof shall be made
with respect to, the number or price of shares of Common Stock then subject to
outstanding options.
8.6 Miscellaneous. Adjustments under this Section 8 shall be determined
-------------
by the Committee, and such determinations shall be conclusive. No fractional
shares of Common Stock shall be issued under the Plan on account of any
adjustment specified above.
SECTION 9. GENERAL RESTRICTIONS
---------------------
9.1 Investment Representations. The Company may require any person to
--------------------------
whom an option is granted, as a condition of exercising such option, to give
written assurances in substance and form satisfactory to the Company to the
effect that such person is acquiring the Common Stock subject to the option for
his or her own account for investment and not with any present intention of
selling or otherwise distributing the same, and to such other effects as the
Company deems necessary or appropriate in order to comply with federal and
applicable state securities laws.
9.2 Compliance with Securities Laws. The Company shall not be required
-------------------------------
to sell or issue any shares under any option if the issuance of such shares
shall constitute a violation by the optionee or by the Company of any provisions
of any law or regulation of any governmental authority. In addition, in
connection with the Securities Act of 1933, as now in effect or hereafter
amended (the "Act"), upon exercise of any option, the Company shall not be
required to issue such shares unless the Committee has received evidence
satisfactory to it to the effect that the holder of such option will not
transfer such shares except pursuant to a registration statement in effect under
such Act or unless an opinion of counsel satisfactory to the Company has been
-12-
<PAGE>
received by the Company to the effect that such registration is not required.
Any determination in this connection by the Committee shall be final, binding
and conclusive. In the event the shares issuable on exercise of an option are
not registered under the Act, the Company may imprint upon any certificate
representing shares so issued the following legend or any other legend which
counsel for the Company considers necessary or advisable to comply with the Act
and with applicable state securities laws:
The shares of stock represented by this certificate have not been
registered under the Securities Act of 1933 or under the securities
laws of any State and may not be sold or transferred except upon such
registration or upon receipt by the Corporation of an opinion of
counsel satisfactory to the Corporation, in form and substance
satisfactory to the Corporation, that registration is not required for
such sale or transfer.
The Company may, but shall in no event be obligated to, register any
securities covered hereby pursuant to the Act; and in the event any shares are
so registered the Company may remove any legend on certificates representing
such shares. The Company shall not be obligated to take any other affirmative
action in order to cause the exercise of an option or the issuance of shares
pursuant thereto to comply with any law or regulation of any governmental
authority.
9.3 Employment Obligation. The granting of any option shall not impose
---------------------
upon the Company any obligation to employ or continue to employ any optionee;
and the right of the Company to terminate the employment of any officer or other
employee shall not be diminished or affected by reason of the fact that an
option has been granted to him or her.
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<PAGE>
SECTION 10. AMENDMENT OR TERMINATION OF THE PLAN
------------------------------------
The Board of Directors may modify, revise or terminate this Plan at any
time and from time to time.
SECTION 11. NONEXCLUSIVITY OF THE PLAN
--------------------------
Neither the adoption of the Plan by the Board of Directors nor the
submission of the Plan to the stockholders of the Company for approval shall be
construed as creating any limitations on the power of the Board of Directors to
adopt such other incentive arrangements as it may deem desirable, including,
without limitation, the granting of stock options otherwise than under the
Plan, and such arrangements may be either applicable generally or only in
specific cases.
SECTION 12. EFFECTIVE DATE AND DURATION OF PLAN
-----------------------------------
The Plan shall become effective upon its adoption by the Board of
Directors. No option may be granted under the Plan after the tenth anniversary
of the effective date. The Plan shall terminate (i) when the total amount of
the Stock with respect to which options may be granted shall have been issued
upon the exercise of options or (ii) by action of the Board of Directors
pursuant to Section 10 hereof, whichever shall first occur.
* * * * * * * *
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<PAGE>
Exhibit 10.23
LEASE
M/A-COM, LANDLORD
TO
PRI AUTOMATION, INC., TENANT
Section Page
- ------- ----
1. Identifications........................................................ 1
2. Lease; The Premises.................................................... 1
3. Construction by Landlord............................................... 2
4. Construction of Improvements........................................... 2
5. Term................................................................... 4
6. Use of the Premises; Licensee and Permits.............................. 4
7. Basic Rent, Additional Rent............................................ 5
8. Taxes.................................................................. 5
9. Insurance; Waivers of Subrogation...................................... 6
10. Utilities.............................................................. 7
11. Repairs................................................................ 8
12. Compliance with Laws and Regulations................................... 8
13. Landlord's Access...................................................... 9
14. Indemnities............................................................ 9
15. Casualty Damage........................................................ 9
16. Condemnation........................................................... 10
17. Landlord's Covenant of Quiet Enjoyment; Title.......................... 11
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18. Tenant's Obligation to Quit............................................ 11
19. Transfer of Tenant's Interest.......................................... 12
20. Transfer of Landlord's Interest........................................ 13
21. Expansion.............................................................. 13
22. Tenant's Default; Landlord's Remedies.................................. 13
23. Remedies Cumulative; Waivers........................................... 15
24. Signs.................................................................. 15
25. Extensions of the Term; Brokers........................................ 16
26. Notices................................................................ 16
27. Estoppel Certificates.................................................. 17
28. Bind and Inure; Limited Liability of Landlord.......................... 17
29. Environmental Compliance............................................... 19
30. Captions............................................................... 19
31. Integration............................................................ 20
32. Severability; Choice of Law............................................ 20
33. Security Deposit....................................................... 20
34. Memorandum of Lease.................................................... 20
35. Survival of Provisions................................................. 21
LIST OF EXHIBITS
- ----------------
A Description and Floor Plan of Leased Area
B Landlord's Work
C Initial Tenant Work
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C-1 Construction Rules and Regulations
C-2 Relocation of Bull Dock Area and New Compactor Dock Area
D Rent Schedule
E Common Area Maintenance and Service Provided by Landlord
F Expansion Space
G Certificates of Insurance
H List of Tenant Chemicals
I Restoration at Term End
J Additional Electrical Supply
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1. Identifications.
---------------
This LEASE made as of November 1, 1997 by and between M/A-COM, a Division
of AMP Incorporated (the "Landlord"), as Master Lease Holder from 1001
Pawtucket, LLC (such Master Lease hereinafter the "Master Lease"), having an
address at 1011 Pawtucket Boulevard, Lowell, Massachusetts 01853, and PRI
Automation, Inc., (the "Tenant"), having an address at 805 Middlesex Turnpike,
Billerica, Massachusetts 01821.
2. Lease; The Premises
-------------------
In consideration of the Basic Rent, Additional Rent, and other payments and
covenants of the Tenant and the Landlord hereinafter set forth, and upon the
following terms and conditions, the Landlord hereby leases to the Tenant and the
Tenant hereby leases from the Landlord 90,280 rentable square feet of floor area
on the Ground Level and Level One located as shown on the floor plan attached
hereto as Exhibit A (the "Premises"), in that certain building (the "Building")
situated on that certain parcel of land (the "Property") known as and numbered
1001 Pawtucket Boulevard, in the City of Lowell, Massachusetts.
The Premises are leased together with rights, in common with the Landlord
and all others (including any other tenant or tenants of the Building or the
Property, claiming under the Landlord or otherwise) from time to time lawfully
entitled thereto, as follows:
(a) Tenant shall be permitted access to the Premises through the entrance
way and common corridors at the west end of the Building as shown on
Exhibit A. Tenant agrees that it will instruct its employees and
guests to use such entrance exclusively except for emergency ingress
and egress.
(b) Tenant shall be permitted the use of the existing cafeteria facilities
within the Building. Landlord agrees to continue to operate the
cafeteria or cause such to be operated during the terms of this Lease.
(c) Tenant shall be permitted the use of the lobby, elevators, driveways,
walkways, parking areas and other common areas of the Building and
Properly for their intended purposes provided that Tenant shall have
the right to use up to 250 parking spaces in the parking lot at the
west end of the Building and Tenant shall not have the right to park
commercial trucks and semi-tractor trailers in the parking areas
except at Tenant's exclusive loading bays. Tenant agrees that it will
instruct its employees to use such parking areas exclusively and will
enforce such restriction upon the request of the Landlord. Landlord
will similarly instruct its employees to use parking areas provided
exclusively for their use. Landlord shall provide a common drop-off
area at the west end entrance and up to 15 parking spaces for visitors
to be used in common with other tenants.
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Tenant Shall have the exclusive right to use the loading bays included
within the Premises and shown on Exhibit A subject to reasonable rules and
regulations from time to time promulgated by the Landlord.
Tenant shall also have the right, upon reasonable notice and subject to
reasonable rules, to gain access through the Landlord, to such areas of the
Building as are necessary in order to install, repair, maintain and replace such
telecommunication and other facilities as Tenant may deem necessary to service
the Premises.
3. Construction by Landlord
------------------------
The Landlord shall complete, at the Landlord's cost and expense except as
otherwise set forth herein, certain work in the Building and the Premises as set
forth in Exhibit B attached hereto (the "Landlord's Work"). Such work shall be
done in a good and workmanlike manner consistent with the requirements of
Exhibit B and in accordance with all applicable laws and lawful ordinances,
regulations and orders of governmental authorities and insurers of the Building
and the Premises. It is recognized that some of Landlord's Work will be carried
out during the same time period that Tenant is constructing certain leasehold
improvements in accordance with Section 4 below. Landlord and Tenant agree to
work together, and to cause their contractors and agents to participate in such
efforts, in order to coordinate and sequence Landlord's Work and Tenant's Work
under Section 4 so as to provide for the orderly and efficient progression of
all work.
4. Construction of Improvements
----------------------------
(a) Tenant shall construct all leasehold improvements to the Premises in
accordance with the provisions of this Section 4. Once installed, except as set
forth in Exhibit I, all such leasehold improvements shall be part of the
Premises and, at the expiration of earlier termination of the Lease, shall
become the sole property of Landlord subject to Landlord's right to require
removal as provided in the next succeeding paragraph. Except as set forth in
Section 3 hereof, Landlord shall have no obligation to perform any work within
the Premises.
(b) All leasehold improvements constructed by Tenant within the Premises
shall be done in accordance with plans and specifications prepared and stamped
by a registered architect/engineer and first approved by Landlord which approval
shall not be unreasonably withheld or delayed. Tenant shall submit to Landlord
for Landlord's approval, which approval, subject to Landlord's right to
condition its approval upon Tenant's being obligated to remove such leasehold
improvements at the expiration or earlier termination of this Lease and to
restore the Premises to their condition prior to such improvements (reasonable
wear and tear and damage by fire or casualty and eminent domain excepted), shall
not be unreasonably withheld or delayed. If Landlord conditions its approval on
Tenant being obligated to remove any leasehold improvements, Landlord shall at
the time of such approval give written notice to Tenant of the specific
leasehold improvements to be removed. All plans and specifications for Tenant's
construction of any leasehold improvements, alterations or additions in or to
any part of the
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<PAGE>
Premises shall be in compliance with all building, fire and handicap access
codes and all lawful ordinances, regulations and orders of governmental
authorities and insurers of the Building and the Premises. Landlord shall review
such plans and specifications as submitted with ten (10) business days after the
receipt thereof and shall notify Tenant if Landlord approves or reasonably
disapproves such plans and specifications. In the event Landlord disapproves of
such plans and specifications, Landlord shall, in writing, specify the reasons
for its disapproval of any aspect of said plans and specifications. Tenant shall
prepare any revisions to such plans and specifications which may be necessary as
a result of Landlord's disapproval and shall resubmit the plans and
specifications as so revised to Landlord for review in accordance with the same
procedure as provided above. Landlord and Tenant shall initial the plans and
specifications after the same have been submitted by Tenant and approved by
Landlord. Landlord shall not be deemed unreasonable for withholding approval of
any improvements, alterations or additions which (i) impair any structural,
mechanical, plumbing, HVAC, electrical or exterior elements of the Building or
(ii) will require other than nominal expense to readapt the Premises to normal
use on expiration or earlier termination of this Lease or (iii) will increase
the cost of insurance or taxes on the Building or the Premises, or (iv) will
unreasonably interfere with the operations of other tenants in the Building.
Tenant shall provide Landlord with a full set of CAD as-built plans for the
Premises so improved upon completion of such improvements.
(c) Notwithstanding the provision of this Section 4, Landlord hereby
approves the conceptual plans for Tenant's initial improvements (the "Initial
Tenant Work") set forth as Exhibit C hereto, subject, however to Landlord's
------- -------
approval of the final plans and specifications as required hereunder. All
construction work in the Premises shall be done by qualified contractors and
laborers, subject to the prior written approval of Landlord, which approval
shall not be unreasonably withheld or delayed, in a good and workmanlike manner
and in full compliance with this Lease and the Construction Rules and
Regulations set forth as Exhibit C-1 hereto, all applicable laws and lawful
ordinances, regulations and orders of governmental authorities and insurers of
the Building and/or the Premises. Before Tenant begins any work, it shall (i)
secure all licenses and permits necessary therefor (it being understood that
Landlord shall, at Tenant's expense, cooperate with Tenant in securing all such
licenses and permits), (ii) deliver to Landlord a statement with names of all
its contractors and subcontractors and the estimated cost of all labor and
material to be furnished by them (iii) cause each contractor and subcontractor
to carry (1) workers' compensation insurance in statutory amounts and employer's
liability insurance with limits not less than $500,000 per accident covering
all of contractor's and subcontractor's employees, and (2) comprehensive general
liability insurance with such limits as Landlord may reasonably require, but in
no event less than $1,000,000 combined single limit for bodily injury and
property damage insurance, all such insurance to include coverage for premises
operations, broad form property damage, owner's and contractor's protective
liability and completed operations for one (1) year, and (iv) obtain all risks
property insurance against loss or damage to Tenant's work pending completion of
the improvements. All insurance referred to in clauses (iii) and (iv) above
shall be written by companies reasonably approved by Landlord and shall insure
Landlord, Landlord's property managers and sub-managers, and Tenant as
additional insureds, as their respective interests may appear, as well as the
contractors and subcontractors as appropriate, and all such insurance shall
contain a waiver of subrogation provision in favor of all insured and
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<PAGE>
shall be primary coverage as to any other coverage maintained by any insured
other than Tenant. Prior to commencing any work within the Premises, Tenant
shall deliver, or arrange to be delivered, to Landlord, certificates of all
insurance referred to in clauses (iii) and (iv) above. The foregoing
notwithstanding, Tenant agrees to promptly pay when due the entire cost of any
work done in the Premises by Tenant, its agents, employees or independent
contractors, and not to cause or permit any liens for work to attach to the
Premises or the Building and immediately after reasonable notice to discharge or
bond off any such liens which may attach. Landlord may inspect the work at any
time; provided, however, Landlord shall, except in case of emergency, (i) give
Tenant not less than 24 hours' prior notice of such inspections and (ii) conduct
such inspections so as to minimize interference with the construction work of
Tenant. Tenant shall, and shall require its contractors to, insure and indemnify
Landlord and Landlord Parties and hold them harmless from and against any cost,
claim or liability arising from any work done by or at the direction of Tenant,
all such insurance and evidence of indemnification to be in form and substance
reasonably satisfactory to Landlord, All work shall be done so as to minimize
interference with other tenants or lawful occupants of the Building and with
Landlord's operation of the Building or other construction work being done by
Landlord, including Landlord's Work.
(d) The Tenant shall at its sole cost and expense relocate the Bull dock
area as set forth in Exhibit C-2. Landlord has the right to approve the layout
of the relocated dock area as sat forth in Section 4(b) above. Landlord will
provide assistance in the supervision of the relocation effort at no charge to
Tenant.
(e) Tenant will at its sole cost and expense construct a new compactor
dock as set forth in Exhibit C-2, and relocate the new compactor head for use by
Landlord and other tenants at the site. Landlord has the right to approve the
plan in accordance with Section 4(b) above.
(f) If Tenant will have a need for a supply of electrical power in excess
of 806 KVA, then the Tenant will work, through the Landlord, to increase
distribution of available KVA to the Premises at Tenant's sole cost and expense.
Landlord and Tenant have agreed to the conceptual plan as set forth in
Exhibit J.
5. Term
----
The Term of this Lease shall commence on November 1, 1997 (the "Term
Commencement Date") and shall expire, unless earlier extended or terminated in
accordance with the terms hereof, at midnight January 31, 2000.
6. Use of the Premises; Licenses and Permits
-----------------------------------------
Tenant may use the Premises only for assembly and manufacturing operations,
distribution, storage and office purposes not (a) involving the use of high
impact equipment, which reasonably foreseeably could create vibrations
detectable in other parts of the Building (b) involving chemical processes
generating toxic or noxious fumes which may adversely affect other clean rooms
at the site, or (c) involving the marketing, design and/or manufacture of radio
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<PAGE>
frequency and microwave components, devices and/or systems for commercial and
governmental application. The Tenant, its subtenants, licensees, invitees and
any other users of the Premises shall apply in their own names for and obtain at
their own expense any and all licenses, permits and other approvals which may be
required from such governmental bodies in connection with any particular use of
the Premises by the Tenant during the Term. Tenant shall throughout the term of
this Lease provide Landlord with copies of all such licenses, permits and
approvals as well as all MSDS Sheets.
7. Basic Rent; Additional Rent
---------------------------
The Tenant shall pay Basic Rent to the Landlord commencing on January 1,
1998 and on the first day of each month thereafter in accordance with the Rent
Schedule attached hereto as Exhibit D in accordance with the instructions set
forth therein or as the Landlord may thereafter specify by notice to the Tenant,
without counterclaim, set off, deduction or defense and, except as otherwise
expressly provided herein, without abatement.
In addition, the parties agree that the Landlord shall provide to the
Tenant common area maintenance and services for the site and for the mutual
benefit of all tenants at the site as generally described in Exhibit E. The
Landlord shall proceed either directly, or through its authorized contractors
and subcontractors to provide the various services as set forth in Exhibit E in
a good workmanlike manner and in accordance with generally accepted practices
and in compliance with federal, state, and local laws and ordinances.
For the services set forth on Exhibit E, the Tenant agrees to pay to the
Landlord the sum of one dollar (S 1.00) per square foot per year of rentable
square feet of floor area as Additional Rent to the Landlord. Said Additional
Rent will be due and payable in monthly installments, in advance, on the first
day of each month during the Lease. This rate shall remain constant during the
initial term of the Lease and shall be adjusted upward during each extension of
the terms (see Section 25) by the percentage amount equal to the increase in the
Consumer Price Index (CPI) or its then current equivalent published by the
Federal Government during the prior year reporting period.
If any payment of Basic Rent or Additional Rent is not paid to the Landlord
when due or within any applicable grace period, then at the Landlord's option,
without notice and in addition to all other remedies hereunder, the Tenant shall
pay upon demand to the Landlord as Additional Rent interest thereon at an annual
rate equal to the Prime Rate in effect at the BankBoston from time to time; such
interest to be computed from the date such Basic Rent or Additional Rent was
originally due through the date when paid in full.
8. Taxes
-----
The Tenant shall pay or cause to be paid to the Landlord as Additional Rent
in the same manner as Basic Rent, all Taxes (as hereinafter defined) under this
Lease. The Tenant shall, prepay to the Landlord monthly as Additional Rent, in
the same manner as Basic Rent, one
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<PAGE>
twelfth (1/12) of the total of all such amounts as the Landlord may from time to
time reasonably estimate will be payable annually by the Tenant under this Lease
which prepayments the Landlord agrees shall be applied, without interests to
such amounts as actually become payable. As soon as any such amounts so payable
are actually determined, appropriate adjustments of any overpayments and
underpayments shall be made on a quarterly basis. For purposes of this Lease,
Taxes shall mean, collectively, the Tenant's Percentage of any and all real
estate taxes, betterments and special assessments or amounts in lieu or in the
nature thereof and any other taxes, levies, water rents, sewer use charges and
other excises, franchises, imposts and charges, general and special (and the
entire amount of any interest, penalties and costs attributable to delayed
payment of the Tenant's portion thereof where such delay is the fault of the
Tenant) of whatever name and nature, and whether or not now within the
contemplation of the parties hereto, which may now or hereafter be levied,
assessed or imposed by the United States of America, The Commonwealth of
Massachusetts, the City of Lowell or any other authority, or become a lien, upon
all or any part of the Property, the Building, the Premises, the use occupation
thereof, or upon the Landlord and the Tenant in respect thereof, or upon the
basis of rentals thereof or therefrom (except for the Landlord's income, estate,
sift or transfer taxes), or upon the estate hereby created, or upon the Landlord
by reason of ownership of the reversion.
The Landlord may, at the request of the Tenant, or any other tenant of the
Building use reasonable efforts to obtain an abatement of or to contest or
review by legal proceedings or otherwise any such tax, levy, charge or
assessment. In such event the Tenant and such other tenants shall pay such tax,
levy, charge or assessment (under protest, if necessary). The Tenant shall pay
as Additional Rent the Tenant's Percentage of (i) any such tax, levy, charge or
assessment that may be determined to be due and (ii) any and all costs or
expenses (including reasonable attorneys' fees) the Landlord may incur in
connection with any such proceedings. The Tenant shall be entitled to share in
any refund or abatement, net of such costs and expenses, which may be made of
any tax, levy, charge or assessment in the same proportion that the same was
paid by the Tenant or with the Tenant's funds.
9. Insurance; Waivers of Subrogation
---------------------------------
The Tenant shall, at its own cost and expense, obtain and throughout the
Term shall maintain, with companies qualified to do business in Massachusetts
and reasonable acceptable to the Landlord, for the benefit as additional
insureds of the Landlord (except for Tenant's personal property insurance), the
insurance coverage described on Exhibit G hereto. Such insurance may be provided
by a combination of underlying general liability insurance coverage and umbrella
excess liability insurance. The risk of loss to all contents of, and personal
property and trade fixtures located in, the Premises is upon the Tenant, and the
Landlord shall have no liability with respect thereto, except for negligence or
willful misconduct of Landlord or its agents.
The Landlord shall obtain and throughout the Term shall maintain property
insurance on the Building, covering against losses by fire, flood, lighting and
other risks included under so-called "all-risk" policies, including the risks of
flood and earthquake in amounts sufficient to prevent Landlord from becoming a
co-insurer but not less than 100 percent of the actual
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<PAGE>
replacement value of the Building, exclusive of excavations and foundations, and
including rental insurance in an amount not less than twelve (12) months'
aggregate fixed rent. Such insurance shall also cover during the construction of
any modification to or restorations of the Building following Casualty Damage as
defined in Section 16 of this Lease.
The Landlord and the Tenant each hereby release the other from any
liability for any loss or damage to the Building, the Premises or other property
and for injury to or death of persons occurring on the Property or in the
Building or the Premises or in any manner growing out of or connected with the
Tenant's use and occupation or the Landlord's maintenance and repair of the
Premises, the Building or the Property or the condition thereof, whether or not
caused by the negligence or other fault of the Landlord, the Tenant or their
respective agents, employees, subtenants, licensees, invitees or assignees;
provided, however, that this release (i) shall apply notwithstanding the
indemnities set forth in Section 15, but only to the extent that such loss or
damage to the Building or other property or injury to or death of persons is
covered by insurance which protects the Landlord or the Tenant or both of them
as the case may be; (ii) shall not be construed to impose any other or greater
liability upon either the Landlord or the Tenant than would have existed in the
absence hereof; and (iii) shall be in effect only to the extent and so long as
the applicable insurance policies provide that this release shall not affect the
right of the insureds to recover under such policies, which clauses shall be
obtained by the parties hereto whenever available.
Landlord and Tenant shall each provide to the other ten (10) days of
execution of this Lease insurance certificates evidencing compliance with this
Section 9 and periodically thereafter upon reasonable request.
10. Utilities
---------
The Tenant shall be responsible for the cost of electricity for the
Premises, including, without limitation, any additional HVAC facilities, which
shall be sub metered and be paid monthly by the Tenant as Additional Rent within
ten (10) days of receipt of the bill. Such submetering shall be a part of
Tenant's Work and paid for by the Tenant. The Tenant shall also pay as
Additional Rent for domestic water, sewage, and sewage connections provided to
the Premises. Tenant shall install a submeter, at Tenant's expense, to
determine the amount of domestic water and sewage flow being-used by Tenant.
The Landlord shall provide to the Premises and Common Areas environmental
control 7 days a week 24 hours a day which will provide adequate temperature
comfort for Tenant's space under normal circumstances provided Tenant has
properly engineered and designed the Tenant's area. In no event, however, shall
the Landlord be required to provide environmental control to the Premises if any
action of the Tenant, Act of God, or other unforeseen circumstances makes it
impossible for the Landlord reasonably to do so, provided that Landlord shall
use reasonable efforts to restore such services as expeditiously as possible.
11. Repairs
-------
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<PAGE>
From and after the commencement of and during the Term, the Tenant shall,
at its own cost and expense: (i) make interior repairs, replacements and
renewals necessary to keep the Premises in as good condition, order and repair
as the same are at the commencement of the Term or thereafter may be put,
reasonable wear and use and damage by fire or other casualty and taking by
eminent domain only excepted, and (ii) keep and maintain all portions of the
Premises in a clean and orderly condition, free of accumulation of dirt,
rubbish, and other debris. The Landlord shall not provide cleaning and rubbish
removal service to the Premises or any other services not specifically provided
herein.
From and after the commencement of and during the Term, the Landlord shall,
subject to the provisions of Section 4 above, make all necessary repairs,
replacements and renewals, interior and exterior, structural and non-structural,
to: keep the roof of the Building free of leaks and to maintain the foundation,
floor slabs and other structural supports of the Building in good and sound
condition, keep the Building and all hallways, stairways, elevators, lobby
plazas, as well as electrical, mechanical, heating, ventilating and air
conditioning, plumbing and other building systems and the parking areas,
sprinklers and other improvements on the Property and other Building common
areas in as good condition, order and repair as the same are at the commencement
of the Term or thereafter may be put, damage by fire or other casualty only
excepted; keep all driveways, walkways, parking areas and other improvements on
the Property free of snow and sanded as appropriate; and keep all lawns and
landscaped areas of the Property watered, fertilized and neatly trimmed all at
no additional cost to Tenant,
Tenant will reimburse Landlord for any costs reasonably incurred which
arise out of the negligence of Tenant, its Agents and its Employees over and
above proceeds of insurance received by Landlord on account of any such
negligent act on the Premises or common areas.
12. Compliance with Laws and Regulations
------------------------------------
The Tenant agrees that its obligations to make payment of the Basic Rent,
Additional Rent and all other charges on its part to be paid, and to perform all
of the covenants and agreements on its part to be performed during the Term
hereunder shall not, except as herein set forth in the event of condemnation by
public authority, be affected by any present or future law, by-law, ordinance,
code, rule, regulation, order or other lawful requirements regulating or
affecting the use which may be made of Premises.
During the Term the Tenant shall comply, at its own cost and expense, with
all applicable laws, by-laws, ordinances, codes, rules, regulations, orders, and
other lawful requirements of the governmental bodies having jurisdiction, which
are applicable to, or by reason of, the Tenant's particular use of the Premises
or the fixtures and equipment therein and thereon; the orders, rules and
regulations of the National Board of Fire Underwriters, or any other body
hereafter constituted exercising similar functions, which may be applicable to
the Premises, the fixtures and equipment therein or thereon or the use thereof,
by reason of Tenant's particular use thereof and the requirements of all
policies of public liability, fire and all other types of insurance at any time
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in force with respect to the Premises, the Building or the Properly and the
fixtures and equipment therein and thereon of which Tenant has notice.
13. Landlord's Access
-----------------
Subject at all times to Tenant's reasonable security requirements, the
Tenant agrees to permit the Landlord and its authorized representatives to enter
the Premises (i) at all reasonable times and upon reasonable advance notice
except in the case of an emergency during usual business hours for the purposes
of inspecting the same, exercising such other rights as it or they may have
hereunder and exhibiting the same to other prospective tenants, purchasers or
other mortgagees and (ii) at any time in the event of emergency.
14. Indemnities
-----------
The Tenant agrees to protect, defend (with counsel reasonably approved by
the Landlord), indemnify and save the Landlord harmless from and against any and
all claims and liabilities arising: (i) from the conduct or management of or
from any work or thing whatsoever done in the Premises during the Term and from
any condition existing, or any injury to or death of persons or damage to
property occurring or resulting from an occurrence, during the Term in the
Premises; and (ii) from any breach or default on the part of the Tenant in the
performance of any covenant or agreement on the part of the Tenant to be
performed pursuant to the terms of this Lease or from any negligent act or
omission on the part of the Tenant or its agents, employees, subtenants,
licensees, invitees or assignees, except any such claim or liability arising or
existing due to Landlord's negligence or Landlord's failure to perform or
negligence in performing repairs, replacements and renewals as set forth in
Section 11 hereof. The Tenant further agrees to indemnity the Landlord from and
against all costs, expenses (including reasonable attorneys' fees) and other
liabilities incurred in connection with any such indemnified claim or action or
proceeding brought thereon and all of which, if reasonably suffered, paid or
incurred by the Landlord, the Tenant shall pay promptly upon demand to the
Landlord as Additional Rent.
15. Casualty Damage
---------------
Except as provided below, in the event of partial or total destruction of
the Building during the Term by fire or other casualty, the Landlord shall, as
promptly as practicable after receipt of any insurance proceeds available as a
result of such casualty, repair, reconstruct or replace the portions of the
Building destroyed as nearly as possible to their condition prior to such
destruction, except that in no event shall the Landlord be obligated to expend
more for such repair, reconstruction or replacement than the amounts of any such
insurance proceeds actually received plus the amount of the deductible, if any,
applicable to Landlord's insurance coverage. Commencing on the date of such
casualty and during the period of such repair, reconstruction and replacement
there shall be an equitable abatement of Basic Rent.
If the Building is so extensively destroyed by fire or other casualty that
an independent engineer or architect certifies that the Premises and common
areas cannot reasonably be expected
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to be susceptible of repair, reconstruction of replacement within a period of
six (6) months from the date work were to commence thereon, or if any damage
results from causes or risks not required to be insured against by the Landlord
hereunder or if any Mortgagee refuses to make such net proceeds available for
such repair, reconstruction or replacement, the Landlord or the Tenant may
terminate this Lease by giving written notice to the Tenant, or the Landlord as
the case may be, within thirty (30) days after the date of such destruction.
Notwithstanding anything to the contrary provided herein, in the event that
for whatever reason the Premises are not substantially restored to their
condition prior to any such casualty, including the restoration of any
improvements made by Tenant, within one hundred and twenty (120) days after the
occurrence of such casualty, then Tenant shall have the right to terminate this
Lease upon thirty (30) days prior written notice to Landlord.
16. Condemnation
------------
If any of the usable floor area of the Premises, or more than ten percent
(10%) of the parking area available for use by the Tenant shall be taken by
eminent domain or appropriated by public authority or if the Tenant shall be
deprived of suitable vehicular or pedestrian access to the Premises or the
Property by virtue of such a taking or appropriation, the Landlord or the Tenant
may terminate this Lease by giving written notice to the other within thirty
(30) days after such taking or appropriation. In the event of such a
termination, this Lease shall terminate as of the date the Tenant must surrender
possession or, if later, the date the Tenant actually surrenders possession, and
the Basic Rent and Additional Rent reserved shall be apportioned and paid to and
as of such date.
If all or any part of the Premises is taken or appropriated by public
authority as aforesaid and this Lease is not terminated as set forth above, the
Landlord shall, subject to the rights of any Mortgagees, apply any such damages
and compensation awarded (net of the costs and expenses, including reasonable
attorneys' fees, incurred by the Landlord in obtaining the same) to secure and
close so much of the Premises as remain and shall restore the Building to an
architectural whole and except that in no event shall the Landlord be obligated
to expend more for such replacement than the net amount of any such damages,
compensation or award which the Landlord may have received as damages in respect
of the Building and any other improvements situated on the Property as they
existed immediately prior to such taking or appropriation; in such event there
shall be an equitable abatement of Basic Rent, from and after the date the
Tenant must surrender possession or, if later, the date the Tenant actually
surrenders possession.
The Landlord hereby reserves, and the Tenant hereby assigns to the
Landlord, any and all interest in any claims to the entirety of any damages or
other compensation by way of damages which may be awarded in connection with any
such taking or appropriation, except so much of such damages or award as is
specifically and separately awarded to the Tenant and expressly attributable to
trade fixtures or moving expenses of the Tenant.
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<PAGE>
Notwithstanding anything to the contrary provided herein, in the event
that, for whatever reason, the Premises are not substantially restored to their
condition prior to any such taking including the restoration of any improvements
made by Tenant within one hundred and twenty (120) days after the occurrence
thereof, Tenant shall have the right to terminate this Lease upon thirty days
prior written notice to Landlord.
17. Landlord's Covenant of Quiet Enjoyment: Title
---------------------------------------------
(a) The Landlord covenants that the Tenant, upon paying the Basic Rent and
Additional Rent provided for hereunder and performing and observing all of the
other covenants and provisions hereof, may peaceably and quietly hold and enjoy
the Premises for the Term as aforesaid, subject, however, to all of the terms
and provisions of this Lease.
(b) The Landlord covenants that it will not use high impact equipment
which reasonably foreseeably could create vibrations detectable in Tenant's
leased area beyond vibration levels which may currently exist as of the date of
this Lease.
(c) The Landlord represents and warrants to the Tenant that the Landlord
has full right, power and authority to enter into, perform and grant to the
Tenant all the rights set forth in this Lease,
(d) Landlord shall fulfill of its obligations under the Master Lease on a
timely basis and shall not commit or suffer any default in the obligations of
the tenant thereunder. Landlord shall indemnify, defend and hold Tenant harmless
from any damages suffered or costs or expenses incurred by Tenant which arise as
a result of a default under the Master Lease other than a default resulting from
the actions of the Tenant hereunder.
18. Tenant's Obligation to Quit
---------------------------
The Tenant shall, upon expiration of the Term or other termination of this
Lease, leave and peaceably and quietly surrender and deliver to the Landlord the
Premises and any replacements or renewals thereof broom clean and in the order,
condition and repair required by Section 11 hereof and the other provisions of
this Lease, except, however, that the Tenant shall first remove any trade
fixtures and equipment and any alterations, additions and improvements which the
Landlord has required be removed pursuant to the terms of Section 4 hereof,
restoring the Premises in each case to their condition prior to the installation
of such fixtures or the undertaking of such alterations, additions or
improvements, as the case may be reasonable wear and tear and damage by fire or
casualty or eminent domain excepted. If the Tenant shall fail timely to
surrender the Premises, Basic Rent thenceforth shall be payable to the Landlord
at a rate equal to 1.5 times the rate of Basic Rent in effect immediately prior
thereto until the Premises are surrendered by the Tenant and delivered to the
Landlord in accordance with this Section 18. If the Tenant shall fail to remove
its fixtures, equipment, alterations, additions and improvements, they shall be
deemed abandoned by the Tenant and the Landlord may remove and dispose of the
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<PAGE>
same at the Tenant's expense. The provisions of this Section 18 shall expressly
survive the termination or expiration of this Lease.
19. Transfers of Tenant's Interest
------------------------------
The Tenant shall not assign or sublease or otherwise encumber all or any
part of its interest in this Lease, the Premises, or the estate hereby created,
if any proposed use would be in breach of Section 6 hereof and in all cases
without in each case first obtaining the prior written consent of the Landlord
which consent shall not be unreasonably withheld or delayed, provided the
proposed transfer or sublease is to a party with at least the same
creditworthiness as Tenant's credit rating as of September 1, 1997.
Notwithstanding anything to the contrary provided herein, Tenant shall have
the right to assign its interest in this lease without Landlord's consent in
connection with a merger or consolidation or a sale of all or substantially all
of Tenant's assets.
Notwithstanding the provisions hereof to the contrary, in the event that
Tenant requests Landlord's consent to any proposed assignment of Tenant's
interest under this Lease or any proposed subletting by Tenant of the entire
Premises, Landlord shall have the option, within fifteen (15) days thereafter,
in Landlord's sole and absolute discretion, to terminate this Lease and to take
back the Premises, in which case all of Tenant's obligations under this Lease
(except for those obligations for payments due or performance attributable to
periods prior to termination of this Lease) shall cease as of such termination,
or in the case of a proposed sublease of the Premises in whole bays, to
terminate this Lease as to the bays which are to be the subject of such proposed
sublease, for so much of the Term as were to be the subject of the proposed
sublease in which case all of Tenant's obligations under this Lease as to the
portion of the Premises thereby removed (except for those obligations with
respect to the portion of the Premises thereby removed which accrued prior to
Landlord's exercise of its termination right with respect to such space) shall
cease as of such termination, and the rent and other charges due from Tenant
hereunder shall be reduced in proportion to the rentable area of the space so
removed.
The Tenant shall reimburse the Landlord as Additional Rent, upon demand,
for any reasonable costs that may be incurred by the Landlord in connection with
any proposed assignment or sublease and any request for consent thereto,
including without limitation the costs of making investigations as to the
acceptability of any proposed assignee or subtenant, and reasonable attorneys'
fees.
20. Transfers of Landlord's Interest
--------------------------------
The Landlord shall have the right from time to time to transfer or assign
its interest in this Lease, or to assign from time to time the whole or any
portion of the Basic Rent, Additional Rent or other sums and charges at any time
paid or payable hereunder by the Tenant to the Landlord, to any transferees
designated by the Landlord in duly recorded instruments, and in any such case
the Tenant shall pay the Basic Rent, Additional Rent and such other sums and
charges so
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assigned, subject to the terms of the Lease, upon demand in writing signed by
Landlord to such transferees at the addresses mentioned in and in accordance
with the terms of such instruments.
21. Expansion
---------
(a) Landlord grants tenant the right to expand into areas of the facility
designated on Exhibit F during the initial lease term. The right does not apply
to Landlord's own use of the space. At any time during the initial term of this
Lease, Tenant may elect to lease the available space, provided it is not then
occupied, at the same base rent rate as set forth in this Lease, and subject to
the same terms, conditions and lease term as in the Lease. Tenant needs to
provide at least thirty (30) days written notice to Landlord of its intention to
occupy the additional space. If Landlord cannot make the space ready for
Tenant's occupancy within the thirty (30) day period, then the Landlord and
Tenant shall mutually agree on a new Tenant occupancy date for the additional
space.
(b) If Landlord has developed a potential third party tenant who has
provided Landlord a written expression of interest for the space, Landlord shall
notify Tenant, and give Tenant fifteen (15) days to decide whether or not it
wishes to exercise its option to lease the space. If for any reason Tenant
elects not to exercise its rights under this section, then such election will
remain in effect for six (6) months, and Landlord will have the right to proceed
with the leasing of the space to any third party potential tenant.
(c) If at any time the space currently occupied by Bull HN Information
becomes available, Landlord agrees to contact Tenant to inquire whether Tenant
would be interested in some or all of the space, prior to Landlord actively
leasing or sub-leasing the space.
22. Tenant's Default; Landlord's Remedies
-------------------------------------
If Tenant shall default in the payment when due of any Fixed Rent or
Additional Rent, and such default shall continue for ten (10) days after notice
thereof from Landlord, or if Tenant shall default more than twice in any twelve
(12) month period in the payment when due of any Basic Rent or Additional Rent
and such default shall continue for five (5) days after notice of thereof from
Landlord, or if Tenant shall default in the timely performance or observance of
any of the other covenants contained in this Lease on the Tenant's part to be
performed or observed and shall fail, within thirty (30) days after notice from
Landlord of such default, to cure such default or if such default is not
reasonably susceptible of cure within thirty (30) days, if Tenant shall fail to
commence to cure within thirty (30) days after notice of such default from
Landlord or shall thereafter fail with reasonable diligence to prosecute such
cure to completion, or if the estate hereby created shall be taken on execution,
or by other process of law, or if:
(1) by its commencement of a voluntary case under Title 11 of the United
States Code as from time to time in effect, or by its authorizing, by
appropriate proceedings of trustees or other governing body the
commencement of such a voluntary case,
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<PAGE>
(2) by its filing an answer or other pleading admitting or failing to deny
the material allegations of a petition filed against it commencing an
involuntary case under said Title 11, or seeking, consenting to or
acquiescing in the relief therein provided, or by its failing to
controvert timely the material allegations of any such petition,
(3) by the entry of an order for relief in any involuntary case commenced
under said Title 11,
(4) by its seeking relief as a debtor under any applicable law, other than
said Title 11, of any jurisdiction relating to the liquidation or
reorganization of debtors or to the modification or alteration of the
rights of creditors, or by its consenting to or acquiescing in such
relief,
(5) by the entry of an order by a court of competent jurisdiction (i)
finding it to be bankrupt or insolvent, (ii) ordering or approving its
liquidation, reorganization or any modification or alteration of the
rights of its creditors, or (iii) assuming custody of, or appointing a
receiver or other custodian for, all or a substantial part of its
property, or
(6) by its making an assignment for the benefit of, or entering into a
composition with, its creditors, of appointing or consenting to the
appointment of a receiver or other custodian for all or a substantial
part of its property; then
in any of said cases, the Landlord may, to the extent permitted by law,
immediately or at any time thereafter and without demand or notice, terminate
this Lease and enter into and upon the Premises, or any part thereof in the name
of the whole, and repossess the same as of the Landlord's former estate, and
expel the Tenant and those claiming through or under the Tenant and remove its
effects without being deemed guilty or any manner of trespass, and without
prejudice to any remedies which might otherwise be used for arrears of rent or
preceding breach of covenant.
No termination or repossession provided for in this Section 22 shall
relieve the Tenant of its liabilities and obligations under this Lease, all of
which shall survive any such termination or repossession. In the event of any
such termination or repossession, the Tenant shall pay to the Landlord either
(i) in advance on the first day of each month, for what would have been the
entire balance of the Term, one-twelfth (1/12) (and a pro rata portion thereof
for any fraction of a month) of the annual Basic Rent, Additional Rent and all
other amounts for which the Tenant is obligated hereunder, less, in each case,
the actual net receipts by the Landlord by reason of any reletting of the
Premises after deducting the Landlord's reasonable expenses in connection with
such reletting, including, without limitation, removal, storage and repair costs
and reasonable brokers' and attorneys' fees, or (ii) upon demand and at the
option of the Landlord exercisable by the Landlord's giving notice to the Tenant
within thirty (30) days after any such termination, the present value
(discounted at a rate equal to the so-called "Prime Rate" then in effect at
BankBoston) of the amount by which the payments of Basic Rent and Additional
Rent reasonably estimated to be payable for the balance of the Term after the
date of the exercise of said option
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<PAGE>
would exceed the payments reasonably estimated to be the fair rental value of
the Premises on the terms and conditions of this Lease over such period,
determined as of such date subject, however, to Landlord's obligation to
mitigate its damages.
Without thereby affecting any other right or remedy of the Landlord
hereunder, the Landlord may, at its option, cure for the Tenant's account any
default by the Tenant hereunder which remains uncured after said thirty (30)
days' notice of default from the Landlord to the Tenant if Tenant failed to
commence and diligently pursue such cure within said thirty (30) days, and the
cost to the Landlord of such cure shall be deemed to be Additional Rent and
shall be paid to the Landlord by the Tenant with the installment of Basic Rent
next accruing.
23. Remedies Cumulative; Waivers
----------------------------
The specific remedies to which the Landlord may resort under the terms of
this Lease are cumulative and are intended to be exclusive of any other remedies
or means of redress to which the Landlord may be lawfully entitled in any
provision of this Lease or otherwise. The failure of the Landlord or the Tenant
to insist in any one or more cases upon the strict performance of any of the
covenants of this Lease, or to exercise any option herein contained, shall not
be construed as a waiver or relinquishment for the future of such covenant or
option. A receipt by the Landlord, or payment by the Tenant, of Basic Rent or
Additional Rent with knowledge of the breach of any covenant hereof shall not be
deemed a waiver of such breach, and no waiver, change, modification or discharge
by the Landlord of any provision in this Lease shall be deemed to have been made
or shall be effective unless expressed in writing and signed by an authorized
representative of the Landlord or the Tenant as appropriate. In addition to the
other remedies in this Lease provided, the Landlord and Tenant shall each be
entitled to the restraint by injunction of the covenants, conditions or
provisions of this Lease, or to a decree compelling performance of or compliance
with any of such covenants, conditions or provisions.
24. Signs
-----
Landlord shall install for Tenant the following: (i) identification signs
and directory listings in the main lobby and entrance of the Building and on the
monument referred to in (ii) below, the size, style and location of such signage
and listings to be mutually agreed by Landlord and Tenant, and (ii) a sign
monument located at the street entrance to the Property. Tenant shall pay the
reasonable costs of signs of the type described in clause (i) above.
25. Extensions of the Term; Brokers
-------------------------------
The Tenant shall have the right, at its sole option, by giving notice
thereof to the Landlord at least nine (9) months prior to the expiration of the
Initial Term to extend the Term of this Lease for actual occupancy by the Tenant
or any Affiliate or any permitted assignee or sublessee under Section 19 hereof
for two (2) additional extension periods of one (1) year each on the same terms
and conditions, except Basic Rent, as herein set forth. Such extensions shall be
exercisable only if at the time of exercise there exists no material default on
the part of the Tenant
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<PAGE>
under tills Lease. If Tenant does not exercise such first extension right, it
shall have no further extension right hereunder. The word "Term" as used
elsewhere in this Lease shall, unless otherwise expressly provided herein
include the Initial Term and any such extension period as to which the Tenant
shall have given timely and proper notice of exercise.
Basic Rent payable during such extension periods of the Term shall be
payable without offset at an annual rate set forth on Exhibit D hereto.
Landlord and Tenant each represent and warrant to the other that it has had
no dealings with any real estate broker or finder in connection with this Lease
other than Cushman and Wakefield of Massachusetts and Fallon, Hines and
O'Connor, and Landlord shall indemnify, defend and hold harmless Tenant and its
affiliates from any breach of such representation and warranty, and Tenant shag
indemnity, defend and hold harmless Landlord and its affiliates from any breach
of such representation and warranty. Landlord shall pay all fees and
commissions in connection with the Lease pursuant to a separate agreement.
26. Notices
-------
All notices and other communications hereunder shall, unless otherwise
herein expressly provided, be in writing and shall be delivered by generally-
recognized overnight courier service, with a copy by certified mail, return
receipt requested, and shall be deemed given when so delivered or twenty-four
(24) hours after so mailed, except that where any time period under this Lease
is specified to commence from notice, such time period shall not be deemed to
commence until such date as courier service or postal service records indicate
delivery was first attempted. Notices shall be addressed as follows:
If to Landlord: M/A-COM, a Division of AMP Incorporated
1011 Pawtucket Blvd.
Lowell, MA 01853
Attn: Director of Facilities
If to Tenant: PRI Automation
805 Middlesex Turnpike
Billerica, MA 01821
Attn: Terry Massood
Either party may change the address to which notices are to be sent to it
by providing notice of same to the other party in accordance with the provisions
of this Section.
27. Estoppel Certificates
---------------------
The Landlord and the Tenant hereby agree from time to time, each after not
less than ten (10) days' prior written notice from the other, to execute,
acknowledge and deliver, without charge, to the other party, or any other person
designated by the other party, a statement
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<PAGE>
in writing certifying: that this Lease is unmodified and in full force and
effect (or if there have been modifications, identifying the same by the date
thereof and specifying the nature thereof); that to the knowledge of such party
there exist no defaults (or if there by any defaults, specifying the same); the
amount of the Basic Rent, the dates to which the Basic Rent, Additional Rent and
other sums and charges payable hereunder have been paid; and that such party to
its knowledge has no claims against the other party hereunder except for the
continuing obligations under this Lease (or if such party has any such claims,
specifying the same).
28. Bind and Inure; Limited Liability
---------------------------------
All of the covenants, agreements, stipulations, provisions, conditions and
obligations herein expressed and set forth shall be considered as running with
the land and shall extend to, bind and inure to the benefit of the Landlord and
the Tenant, which terms as used in this Lease shall include their respective
successors and assigns where the context hereof so admits.
In no event shall the Landlord be liable to the Tenant or the Tenant be
liable to the Landlord for any special, consequential or indirect damages
suffered by any person or entity by reason of a default by the Landlord or the
Tenant, as the case may be, under any provisions of this Lease; provided,
--------
however, that such limitation as to damages shall not apply as to any breach by
- -------
the Tenant or Landlord, as the case may be of Sections 6, 17, 18 and 29 hereof.
29. Environmental Compliance
------------------------
(a) Tenant represents, warrants and covenants to Landlord that Tenant will
not generate, manufacture, store or otherwise handle any Hazardous Materials or
Wastes in the Building, the Premises or on the Property except for those
materials listed on Exhibit H hereto and limited to the quantity noted thereon
with such changes therein as are approved by Landlord, such approval not to be
unreasonably withheld or delayed. Tenant hereby covenants to Landlord that: (a)
Tenant shall (i) comply with all Laws applicable to the discharge, generation,
manufacturing, removal, transportation, treatment, storage, disposal and
handling of Hazardous Materials or Wastes as apply to the activities of the
Tenant, its directors, officers, employees, agents, contractors, subcontractors,
licensees, invitees, successors and assigns at the Premises, (ii) remove any
Hazardous Materials or Wastes from the Premises which were introduced to,
generated at, or released from the Premises by Tenant in accordance with all
applicable Laws and orders of governmental authorities having jurisdiction,
(iii) pay or cause to be paid all costs associated with such removal including
restoration of the Premises, and (iv) indemnify Landlord from and against all
losses, claims and costs arising out of the migration of Hazardous Materials or
Wastes brought to the Building, Premises, and Property by the Tenant, Tenant's
Agents, or Tenant's Employees; (b) Tenant shall keep the Property free of any
lien imposed as a result of Tenant's, Tenant's Agents or Tenant's Employees
activities on the Premises pursuant to any applicable Law in connection with the
existence of Hazardous Materials or Wastes in or on the Premises; (c) Tenant
shall not install or permit to be installed in the Premises any asbestos,
asbestos-containing materials, urea formaldehyde insulation or, except as set
forth on Exhibit H to allow to exist on the Premises, any other chemical or
substance which has been determined to be a
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hazard to health and environment; (d) Tenant shall not cause or permit to exist,
as a result of an intentional or unintentional act or omission on the part of
Tenant or any occupant of the Premises, a releasing, spilling, leaking, pumping,
emitting, pouring, discharging, emptying or dumping of any Hazardous Materials
or Wastes onto the Building, Premises, and Property; (e) Tenant shall give all
notifications and prepare all reports required by Laws or any other law with
respect to Hazardous Materials or Wastes existing on, released from or emitted
from the Premises as a result of Tenant's, Tenant's Agents or Tenant's Employees
activities on the Premises; (f) Tenant shall promptly notify Landlord in writing
of any release, spill, leak, remittance, pouring, discharging, emptying or
dumping of Hazardous Materials or Wastes in or on the, Building, Premises, and
Property; and (g) Tenant shall promptly notify Landlord in writing of any
summons, citation, directive, notice, letter or other communication, written or
oral, from any local, state of federal governmental agency, or of any claim or
threat of claim known to Tenant, made by any third party relating to the
presence or releasing, spilling, leaking, pumping, emitting, pouring,
discharging, emptying or dumping of any Hazardous Materials or Wastes onto the
Building, Premises, and Property. The foregoing covenants shall not apply to
Hazardous Materials or Wastes existing in or at the Promises, Building or
Property prior to the date of this Lease.
(b) The term "Hazardous Materials or Wastes" shall mean any hazardous or
toxic materials, pollutants, chemicals, or contaminants, including without
limitation asbestos, asbestos-containing materials, urea formaldehyde foam
insulation, polychlorinated biphenyls (PCBS) and petroleum products as defined,
determined or identified as such in any Laws, as hereinafter defined. The term
"Laws" means any federal, state, county, municipal or local laws, rules or
regulations (whether now existing or hereinafter enacted or promulgated)
including, without limitation the Clean Water Act, 33 U.S.C. (S) 1251 et seq.
(1972), the Clean Air Act, 42 U.S.C. (S) 7401 et seq. (1970), the Comprehensive
Environmental Response, Compensation and Liability Act of 1990, as amended, 42
U.S. C. Subsection 1802, and The Resource Conservation and Recovery Act, 42
U.S.C. Subsection 6901 et seq., any similar state laws, as well as any judicial
or administrative interpretation thereof, including any judicial or
administrative orders or judgments. To the actual knowledge of Landlord, except
as set forth in the report of GZA Environmental, Inc., dated May, 1996, Landlord
has no knowledge of any Hazardous Materials or Wastes existing in or at the
Premises, Building, or Property.
(c) Tenant hereby agrees to defend, indemnify and hold harmless Landlord,
its employees, agents, contractors, subcontractors, licensees, invitees,
successors and assigns from and against any and all claims, losses, damages,
liabilities, judgments, costs and expenses (including, without limitation,
attorneys' fees and costs incurred in the investigation defense and settlement
of claims or remediation of contamination) incurred by such indemnified parties
as a result of the acts of Tenant with respect to the-presence at or removal of
Hazardous Materials or Wastes from the Premises (except for Hazardous Materials
or Wastes existing in or at the Premises, Building or Property prior to the date
of this Lease) or as a result of or in connection with breach of covenants by
Tenant, Tenant's Agents or Tenant's Employees under this Section 29, Tenant
shall bear, pay and discharge, as and when the same become due and payable, any
and all such judgments or claims for damages, penalties or otherwise against
such indemnified parties, shall hold such indemnified parties harmless against
all claims, losses, damages, liabilities, costs
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and expenses, and shall assume the burden and expense of defending all suits,
administrative proceedings, and negotiations of any description with any and all
persons, political subdivisions or government agencies arising out of any of the
occurrences set forth in this Sections 29a and c.
(d) Landlord hereby agrees. to defend, indemnity and hold harmless Tenant,
its employees, agents, contractors, subcontractors, licensees, invitees,
successors and assigns from and against any and all claims, losses, damages,
liabilities, judgments, costs and expenses (including, without limitation,
attorneys' fees and costs incurred in the investigation, defense and settlement
of claims or remediation of contamination) incurred by such indemnified parties
as a result of the acts of Landlord with respect to the generation from,
presence at or removal of Hazardous Materials or Wastes from the Premises, the
Property or the Building except for asbestos containing materials, except for
such Hazardous Materials or Wastes as were brought to the Premises, Property or
Building by Tenant, Tenant's Agents or Tenant's Employees. Landlord shall bear,
pay and discharge, as and when the same become due and payable, any and all such
judgments or claims for damages, penalties or otherwise against such indemnified
parties, shall hold such indemnified parties harmless against all claims,
losses, damages, liabilities, costs and expenses, and shall assume the burden
and expense of defending all suits, administrative proceedings, and negotiations
of any description with any and all persons, political subdivisions or
government agencies arising out of any of the occurrences set forth in this
Section 29d.
30. Captions
--------
The captions for the numbered Sections of this Lease are provided for
reference only and they do not constitute a part of this Lease or any indication
of the intentions of the parties hereto.
31. Integration
-----------
The parties acknowledge that all prior written and oral agreements between
them and all prior representations made by either party to the other have been
incorporated in this instrument or otherwise satisfied prior to the execution
hereof.
32. Severability; Choice of Law
---------------------------
If any provision of this Lease shall be declared to be void or
unenforceable either by law or by a court of competent jurisdiction, the
validity or enforceability of remaining provisions shall not thereby be
affected.
This Lease is made under, and shall be construed in accordance with, the
laws of The Commonwealth of Massachusetts.
33. Security Deposit
----------------
Tenant shall, on the date hereof, pay to Landlord the sum of Fifty Nine
Thousand Four Hundred Thirty Four and 00/100 Dollars ($59,434.00) (the "Security
Deposit") to secure Tenant's
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<PAGE>
performance of its obligations hereunder. Such Security Deposit shall be held in
a money market fund for the benefit of Tenant. If Tenant defaults hereunder and
fails to cure such default within the applicable cure period Landlord may,
without prejudice to Landlord's other remedies, apply part or all of the
Security Deposit to cure Tenant's default. If Landlord so uses part or all of
the Security Deposit, then Tenant shall, within ten (10) days after written
demand, pay to Landlord the amount used to restore the Security Deposit to its
original amount. Any part of the Security Deposit plus any interest thereon not
used by Landlord as permitted by this Section 33 shall be returned to Tenant
within thirty (30) days after the expiration or earlier termination of this
Lease.
34. Memorandum of Lease
-------------------
Within fifteen (15) days after the execution of this Lease, Landlord and
Tenant agree to execute and record in the land records a memorandum of the basic
terms of this Lease, including, the Term, rights to extend the Term and rights
and obligations of the parties with respect to assignment and sublease of
Tenant's interest in the Lease.
35. Survival of Provisions
----------------------
The following provisions shall survive the completion or termination of
this Lease to the extent that they relate to any activity or obligation under
this Lease; Section 14. Indemnities; and Section 29. Environmental Compliance.
----------- ------------------------
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed in quadruplicate under seal as of the date first above written,
Landlord
M/A-COM, a Division of AMP Incorporated
By: /s/ Russell J. Tremblay
---------------------------------
Name: Russell J. Tremblay
Title: Director of Administration
Tenant
PRI Automation, Inc
By: /s/ Stephen D. Allison
---------------------------------
Name:
Title:
-20-
<PAGE>
ATTORNEY'S CERTIFICATE
Statement of Facts
------------------
M/A-COM, a Division of AMP Incorporated ("M/A-COM"), as landlord, and PRI
Automation, Inc. ("PRI") as tenant, have, as of the date hereof, executed a
Lease (hereinafter, the "Sublease") with respect to a portion of the building
located at 1001 Pawtucket Boulevard, Lowell, MA (the "Building").
M/A-COM is the tenant under a lease (the "Master Lease") of the entire
building from 1001 Pawtucket, LLC;
Notwithstanding the request of PRI therefor, M/A-COM has been unwilling to
allow PRI to review the Master Lease. However, to induce PRI to execute the
Sublease without review of the Master Lease, M/A-COM has caused the undersigned
to deliver this Certificate.
NOW THEREFORE,
The undersigned, Robert Amrein, Chief Legal Counsel to M/A-COM, hereby
represents and warrants to PRI as follows:
1. The Master Lease is in full force and effect, and no default by M/A-COM
exists thereunder, and M/A-COM, as the tenant thereunder, has the full power and
authority to execute and deliver the Sublease to PRI without the consent to the
Landlord.
2. The Sublease has been duly authorized, executed and delivered on behalf
of M/A-COM and AMP Incorporated.
WITNESS the executed hereof under seal as of the 4th day of December,
1997.
/s/ Robert Amrein
Robert Amrein, Esq., individually, and as
Chief Legal Counsel to M/A-COM
-21-
<PAGE>
EXHIBIT A
[Graphical exhibit: description and floor plan of leased area.]
-22-
<PAGE>
EXHIBIT B
[Graphical exhibit: graphic of leasehold improvements.]
-23-
<PAGE>
EXHIBIT C
The initial tenants work consists of the following referenced drawings prepared
by Design Science:
<TABLE>
<CAPTION>
DRAWING DESCRIPTION DATE DRAWN
<S> <C> <C>
A3 Floor Plan November 21, 1997
A4 Floor Plan November 21, 1997
A5 Life Safety Plan November 21, 1997
A6 Life Safety Plan November 21, 1997
A7 Demolition Plan November 21, 1997
A9 New Stair in Area G-6 November 14, 1997
A10 New Trash Dock and Trucker Entry November 21, 1997
A11 Details AD-1 to AD-8 November 14, 1997
S1 Structural Plan of Bracing Alteration November 14, 1997
S2 New Trash Dock and Trucker Entry November 19, 1997
M1 G6 - G8 HVAC November 24, 1997
M2 Structural Steel November 24, 1997
E1 Electrical Lighting Level 1 November 25, 1997
E2 Electrical Power Level 1 November 25, 1997
E3 Electrical Lighting Level 3 December 1, 1997
</TABLE>
-24-
<PAGE>
EXHIBIT C-1
Construction Rules & Regulations
--------------------------------
1. All contractors to park in lot area designated by the Landlord.
2. All contractors must receive their stock and materials at the west loading
dock area at designated dock. All contractor materials to be stored in neat
and orderly manner in area designated by landlord's representative.
Contractors will be responsible for removal of all pallets and associated
trash immediately. No building management personnel will sign for
contractors' deliveries.
3. No welding, cutting, brazing, or demolition is to take place without prior
notification, in writing, specifying start time and end time, along with
specific building location to the M/A-COM facilities manager. All after
hours work to be scheduled 24 hours in advance. Proper fire blankets,
extinguishers and fire curtains are to be used at all times.
4. ANY CONTRACTOR SETTING OFF THE BUILDING FIRE ALARM SYSTEM WILL BE FINED
$500 PER OCCURRENCE, NO EXCEPTION OR EXEMPTIONS. The only persons
authorized to operate the fire alarm panel are M/A-COM management
personnel, with prior facility manager approval. Contractors are NOT
allowed to operate the fire alarm panel.
5. All after hours work requiring fire alarm/sprinkler system shutdown must be
scheduled with building management, in writing, specifying start time and
end time, along with specific building location, 24 hours in advance. A
three-hour minimum charge at $25/hour will be incurred.
6. Contractors may use building cafeteria with the understanding that
interaction with building occupants is to be kept to a minimum. At the
landlord's discretion assigned tables may be designated.
7. All contractors may be required to sign in and out at the building security
desk, at landlord's discretion.
8. All building mechanical rooms, toilet rooms, and stairwell doors to be
keyed to the building master key system.
9. All contractors to provide their own trash dumpster, to be located in an
area approved by landlord.
10. All contractors will be responsible for repairs incurred to their assigned
loading dock doors.
-25-
<PAGE>
11. All contractors must supply their own pallet jacks and other material
handling equipment. No propane fork trucks will be allowed on-site, without
prior approval by landlord.
12. All contractor work hours must be approved in advance by landlord.
13. No contractors are allowed in any M/A-COM area or any vacant area.
14. All contractors must have insurance certificates on file in the landlord's
office five working days prior to the commencement of any work.
Certificates must read as follows:
Additional Insureds: M/A-COM, a division of AMP, Incorporated
15. Copies of all building permits must be displayed in the work area with
copies provided to the landlord prior to the commencement of any work.
16. Contractors are responsible for the security of their own tools and
materials.
17. No smoking will be allowed in the building, including vacant and work
areas.
18. Contractors will be responsible for keeping elevator clear of debris and
materials inside and out. Contractors are not to monopolize use of
elevator, and will handle the elevator in a manner which will not cause
damage or unnecessary repairs.
-26-
<PAGE>
EXHIBIT C-2
The initial tenant's work consists of the following referenced drawings prepared
by Design Science:
<TABLE>
<CAPTION>
DRAWING DESCRIPTION DATE DRAWN
<S> <C> <C>
A10 New Trash Dock and Trucker Entry November 21, 1997
</TABLE>
-27-
<PAGE>
EXHIBIT D
Rent Schedule
-------------
<TABLE>
<CAPTION>
Type of Rent Month of Lease Term Rental Rate per Square Foot per Month
- ------------ ------------------- -------------------------------------
<S> <C> <C>
Basic 1-2 $0.0000
3-27 $0.5750 ($6.90 annualized)
28-51* $0.6250 ($7.50 annualized)
Additional 1-27 $0.0833 ($1.00 annualized)
28-51* $0.0833 + CPI ($1.00 annualized plus
CPI adjustments - see Section 7)
Taxes All 1/12 of annual estimate based upon
percent occupancy of total rentable
space at the site (770K sq. ft.),
subject to adjustment for actual tax
bills; see Section 8.**
</TABLE>
- -----------------
. the extension term; see Section 25.
** Currently that amount equals 11.7% of the total site's property tax bill.
-28-
<PAGE>
EXHIBIT E
Common area maintenance and service provided by Landlord. Services included in
the fixed cost additional rent:
1. Janitorial for all common spaces including the West Lobby, restrooms,
cafeteria, conference room.
2. Parking lot lighting and repairs.
3. Parking lot maintenance.
4. Window washing.
5. Fire alarm maintenance, testing and repairs.
6. Emergency generator maintenance and repairs (lighting only).
7. West Lobby Security and roving security for parking lot.
8. Comfort cooling maintenance and repairs.
9. Elevator maintenance, testing and repairs.
10. Domestic water and sewer costs (excluding process water).
11. Electric and gas costs for all common areas.
12. Landscaping.
13. Snowplowing and sanding.
14. Roof maintenance and repairs.
15. Repair and maintenance of all common space equipment and fixtures.
16. Cafeteria services.
-29-
<PAGE>
EXHIBIT F
[Graphical exhibit: description and floor plan of expansion space.]
-30-
<PAGE>
EXHIBIT G
[Certificate of insurance by Acord Corporation]
-31-
<PAGE>
EXHIBIT H
PRI Automation MEMO
To: Linda Galligan Date: 12/4/97
From: Sandi Bazza
Subject: Building 5 MSDS's
Attached are the MSDS's for chemicals to be used in Building 5. Please note
that we may not be using all these chemicals at Building 5 but we wanted to be
conservative. In addition, we are in the process of updating our MSDS files to
make sure we have current copies.
Quantities of Chemicals:
- -----------------------
Isopropyl Alcohol: 55 gallons
Acetone: 10 gallons
Liquid Nitrogen
All other materials will be in one container of under 12 ounces:
- ---------------------------------------------------------------
Bruning PD Activator
Burmar Glass Clean
1-Butonal
D-Sol F17A
Delrin Acetal Resin
Extend Rust Treatment Part 754
Dow Corning 4 Electrical Insulating Paste
Dow Corning Multipurpose Grease
Epo-Tek B9030-3
Denatured Ethanol
Ethanol 1-190
26440A SG Gray Urachem
Aluminized/Copperized Polyester
Jet-Melt Adhesive
Permabond
Krytox Fluorinated Greases
Super Lube Grease
X-NMS Cleanup Solvent
Silastic 737 Sealant
33 Grease, Medium
Speedbonder 323
Removable Threadlocker
Tak Pak Accelerator
Prism Primer 704
Permanent Threadlocker
Activator 707
Locquic Primer N and T
Superbonder 495
Prism 406
290 Adhesive Sealant
Molykote Br2 Plus Grease
33 Grease - Light
Harmonic Grease
Andok C
Shell Alvania Grease
Mobil SHC 634
Neutracid
Polane Enamel
Red Gipt Varnish
Opex L61 Lacquer
Wire Solder
Sildon 35
-32-
<PAGE>
EXHIBIT I
RESTORATION AT TERM END
-----------------------
A. The following are items to be left in place at the end of the term:
1. Truckers Dock and new Trash Compactor including the structural brace
relocation as long as enclosure is consistent with other similar
enclosures on the Property.
2. The relocated Bull Electronics shipping and receiving area including
the relocation of the waste storage system.
3. New openings in the pod demising walls with doors or shutters that
meet code.
4. Infilled openings in the G-6 mezzanine.
5. New Electrical Services.
6. New lighting fixtures in the G-6 area.
7. Epoxy floor coatings.
8. New paint finishes.
B. The following are items which can be removed by Tenant at the end of the
term:
1. Modular clean rooms.
2. Overhead crane.
-33-
<PAGE>
EXHIBIT J
The initial tenants work consists of the following referenced drawings prepared
by Design Science:
<TABLE>
<CAPTION>
DRAWING DESCRIPTION DATE DRAWN
<S> <C> <C>
E1 Electrical Lighting Level 1 November 25, 1997
E2 Electrical Power Level 1 November 25, 1997
E3 Electrical Lighting Level 3 December 1, 1997
</TABLE>
-34-
<PAGE>
DESCRIPTION OF ADDITIONAL POWER REQUIRED FOR G-6 AREA AT M/A-COM 1001 LOWELL,
MA.
PRI WILL FURNISH & INSTALL THE FOLLOWING EQUIPMENT:
1. ADD A HIGH VOLTAGE 23.8 KVA SWITCH TO M/A-COM'S EXISTING EXTERIOR PAD
MOUNTED SWITCHGEAR.
2. FEED FROM THE 23.8 SWITCH A NEW PAD MOUNTED 1500 KVA, 23.8-480-VOLT
TRANSFORMER. THE TRANSFORMER WILL BE INSTALLED ON M/A-COM'S EXISTING
CONCRETE PAD LOCATED 50' FROM 23.8 KVA GEAR PAD.
3. PRI WILL CONNECT THE TRANSFORMER TO 4 EXISTING 4" CONDUITS THAT HAVE 4-600
MCM COPPER CABLES EACH WITHIN THE CONDUIT. THE CONDUITS EXIT FROM THE ABOVE
MENTIONED CONCRETE PAD INTO AND THROUGH THE BUILDING TO EXISTING G-6
SUBSTATION AREA.
4. PRI WILL EXTEND THE CONDUITS FROM THE EXISTING END POINT JUNCTION BOX TO A
NEW 1600-AMP 480-VOLT NEWLY PURCHASED DOUBLE-SECTION OF SWITCHGEAR.
5. PRI WILL INSTALL SWITCHGEAR AND OTHER ASSOCIATED ELECTRICAL EQUIPMENT AS
REQUIRED FOR THEIR ELECTRICAL NEEDS AS EXHIBITED ON DRAWING E-2 DATED
NOVEMBER 25, 1997 PREPARED BY WILLIAM J. IANNIZZI, INC.
-35-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-START> OCT-01-1997
<PERIOD-END> DEC-28-1997
<CASH> 39,793
<SECURITIES> 3,077
<RECEIVABLES> 48,200
<ALLOWANCES> 0
<INVENTORY> 27,203
<CURRENT-ASSETS> 142,212
<PP&E> 12,056
<DEPRECIATION> 0
<TOTAL-ASSETS> 156,963
<CURRENT-LIABILITIES> 32,865
<BONDS> 0
0
0
<COMMON> 152
<OTHER-SE> 85,257
<TOTAL-LIABILITY-AND-EQUITY> 156,963
<SALES> 46,830
<TOTAL-REVENUES> 46,830
<CGS> 26,035
<TOTAL-COSTS> 26,035
<OTHER-EXPENSES> 22,053
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (946)
<INCOME-TAX> 2,503
<INCOME-CONTINUING> (3,449)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,449)
<EPS-PRIMARY> (0.23)
<EPS-DILUTED> (0.23)
</TABLE>
