UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended JUNE 24, 1995 Commission File No. 1-367
THE L.S. STARRETT COMPANY
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 04-1866480
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
121 CRESCENT STREET, ATHOL, MASSACHUSETTS 01331
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 508-249-3551
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
Class A Common - $1.00 Per Share Par Value New York Stock Exchange
Class B Common - $1.00 Per Share Par Value Not applicable
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
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.
Yes X No
The Registrant had 4,955,452 and 2,157,752 shares, respectively, of its $1.00
par value Class A and B common stock outstanding on July 28, 1995. On that
date, the aggregate market value of the common stock held by nonaffiliates was
approximately $164,000,000.
The exhibit index is located on page 27.
Documents incorporated by reference
Proxy Statement dated August 16, 1995 - Part III
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PART I
Item I - Business
The Company was founded in 1880 and incorporated in 1929 and is engaged in the
business of manufacturing industrial, professional, and consumer products. The
total number of different items made and sold by the Company exceeds 5,000.
Among the items produced are precision tools, tape measures, levels, electronic
gages, dial indicators, gage blocks, digital readout measuring tools, granite
surface plates, optical measuring projectors, coordinate measuring machines,
vises, M1 lubricant, hacksaw blades, hole saws, band saw blades, jig saw
blades, reciprocating saw blades, and precision ground flat stock. Much of the
Company's production is concentrated in hand measuring tools (such as
micrometers, steel rules, combination squares and many other items for the
individual craftsman) and precision instruments (such as vernier calipers,
height gages, depth gages and measuring instruments that manufacturing
companies buy for the use of their employees).
These tools and instruments are sold throughout the United States and Canada
and over 100 foreign countries, primarily through distributors. By far the
largest consumer of these products is the metalworking industry, but other
important consumers are automotive, aviation, marine and farm equipment shops,
do-it-yourselfers and tradesmen such as builders, carpenters, plumbers and
electricians.
Most of the Company's products are made from steel purchased from steel mills.
Forgings, castings, and a few small finished parts are purchased from other
manufacturers. Raw materials have always been readily available to the
Company.
At June 24, 1995, the Company had 2,834 employees.
The Company is one of the largest producers of mechanics' hand measuring tools
and precision instruments. In the United States, there are three other major
companies and numerous small competitors in the field, including direct foreign
competitors. As a result, the industry is highly competitive. During the
fiscal year ended June 24, 1995, there were no material changes in the
Company's competitive position. During recent years, changes in the volume of
sales of the Company have, in general, corresponded with changes throughout the
industry. In saws and precision ground flat stock, the Company in the United
States competes with many manufacturers. The Company competes principally
through the high quality of its products and the service it provides its
customers.
Sales order backlog of the Company at any point in time is negligible.
The operations of the Company's foreign subsidiaries are consolidated in its
financial statements. The subsidiaries located in Brazil and Scotland are
actively engaged in the manufacture of hacksaw and band saw blades and a
limited line of precision tools and measuring tapes. The Company expects its
foreign subsidiaries to continue to play a significant role in its overall
operations. A summary of the Company's foreign operations is contained in the
footnotes to the Company's 1995 financial statements found in item 8 of this
Form 10K and is hereby incorporated by reference.
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The Company generally fills orders from finished goods inventories on hand;
total inventories amounted to approximately $56,197,000 at June 24, 1995, and
$53,165,000 at June 25, 1994. The Company uses the last-in, first-out (LIFO)
method of valuing most inventories, which results in more realistic operating
costs and profits. Inventory amounts are approximately $25,627,000 and
$25,391,000 lower, respectively, than if determined on a first-in, first-out
(FIFO) basis.
The Company does apply for patent protection on new inventions and presently
owns a number of patents. Its patents are considered important in the
operation of the business, but no single patent is of material importance when
viewed from the standpoint of its overall business. The Company relies on its
continuing product research and development efforts, with less dependence on
its present patent position. It has for many years maintained engineers and
supporting personnel engaged in research, product development, and related
activities. The expenditures for these activities during fiscal years 1995,
1994 and 1993 were approximately $3,769,000, $2,718,000 and $3,122,000,
respectively, all of which was expensed in the Company's financial statements.
The Company uses trademarks with respect to its products. All of its important
trademarks are registered.
Compliance with federal, state and local provisions that have been enacted or
adopted regulating the discharge of materials into the environment or otherwise
relating to protection of the environment is not expected to have a material
effect on the capital expenditures, earnings and competitive position of the
Company.
The business of the Company is to some extent seasonal, with sales and earnings
generally at the lowest level during the first quarter of the fiscal year.
Item 2 - Properties
The Company's principal plant is located in Athol, Massachusetts, on about 15
acres of Company-owned land. The plant consists of 25 buildings, mostly of
brick construction of varying dates, with approximately 535,000 square feet of
production and storage area.
The Webber Gage Division, Cleveland, Ohio, owns and occupies two buildings
containing approximately 50,000 square feet.
The Company-owned facility in Mt. Airy, North Carolina has approximately
234,000 square feet. It is occupied by the Company's Saw Division, Granite
Surface Plate Division, Coordinate Measuring Machine Division, Optical
Comparator Division, Ground Flat Stock Division and Vise Division. This plant
is subject to a mortgage collateralizing a $3,300,000 Industrial Revenue Bond.
The Company's Advanced Technology Division, located in Gardner, Massachusetts,
occupies about 9,000 square feet of leased facilities.
The Company's Evans Rule Division, located in North Charleston, South Carolina,
owns and occupies a 136,000 square foot building. In addition, this division
leases 45,000 square feet of manufacturing space located in Mayaguez, Puerto
Rico.
The Company's Level Division is located in Alum Bank, Pennsylvania and owns and
occupies a 50,000 square foot building.
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The Company's Brazil subsidiary occupies several buildings totaling 209,000
square feet. The Company's Scotland subsidiary occupies a 187,000 square foot
building and also leases approximately 16,000 square feet of manufacturing
space in Skipton, England, where its wholly owned subsidiary manufactures
optical measuring projectors. A subsidiary in Mississauga, Canada occupies a
25,000 square foot building. With the exception of Skipton, these facilities
are all owned.
In addition, the Company owns and operates warehouses/sales offices in Atlanta,
Georgia; Glendale, Arizona; Elmhurst, Illinois; and Farmington Hills, Michigan.
The Company's Buena Park, California warehouse operations were moved to
Glendale, Arizona in fiscal 1995 and the warehouse is presently for sale.
In its opinion, all of the Company's property, plant and equipment is in good
operating condition, well maintained and adequate for its needs.
Item 3 - Legal Proceedings
The Company is not involved in any material pending legal proceedings.
Item 4 - Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year ended June 24, 1995.
Executive Officers of the Registrant
The information under the caption Executive Officers of the Registrant in item
10 of this Form 10K is hereby incorporated by reference.
PART II
Item 5 - Market for the Registrant's Common Equity and Related
Stockholder Matters
The Company's Class A common stock is traded on the New York Stock Exchange.
Quarterly dividend and high/low closing market price information is presented
in the table below. The Registrant's Class B common stock is generally
nontransferable, except to lineal descendants and thus has no established
trading market, but it can be converted into Class A common stock at any time.
The Class B common stock was issued on October 5, 1988, and the Registrant has
paid the same dividends thereon as have been paid on the Class A common stock
since that date. At July 28, 1995, there were 2,595 registered holders of
Class A common stock and 2,164 registered holders of Class B common stock.
Quarter ended Dividends High Low
June 1995 $ 0.18 $ 23.88 $ 21.88
March 1995 0.17 22.75 21.50
December 1994 0.17 22.50 20.00
September 1994 0.17 22.88 20.38
June 1994 0.17 24.38 21.50
March 1994 0.17 25.50 23.50
December 1993 0.17 25.50 24.13
September 1993 0.17 25.88 23.00
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Item 6 - Selected Financial Data
Years ended in June ($000 except per share data)
1995 1994 1993 1992 1991
Net sales $214,215 $180,178 $174,801 $180,275 $188,432
Net earnings before
accounting changes 13,487 9,041 8,743 10,537* 12,062
Earnings per share before
accounting changes 1.91 1.28 1.25 1.52* 1.74
Long-term debt 8,700 10,843 14,527 18,212 16,898
Total assets 213,940 198,032 194,436 198,002 181,185
Dividends per share 0.69 0.68 0.68 0.68 0.68
* Before charge of $7,729,000 ($1.12 per share) for cumulative effect on prior
year earnings of accounting changes for postretirement benefits and income
taxes.
Item 7 - Management's Discussion and Analysis of Financial Condition
and Results of Operations
RESULTS OF OPERATIONS
Sales
Sales increased 19% in 1995 following a 3% increase a year ago. Domestic sales
increased in the current year due primarily to better economic conditions in
our industry. Foreign sales increased even more than domestic sales. Exchange
rate changes in both Scotland and Brazil contributed towards the foreign sales
improvement, but the main factor was the Brazilian economy causing unit volume
there to be up substantially. The prior year increase was all domestic, with
the weakening pound in Scotland during the early part of the year holding
foreign sales flat.
Earnings Before Taxes
Pretax earnings are up 107% for the year. This follows a 9% decline in 1994.
Looking at domestic results only, pretax earnings are up in both years due
primarily to volume. On the foreign side, a decline in pretax earnings in 1994
was dramatically reversed this year due primarily to increased unit volume. A
new monetary plan that was installed in Brazil early in the year has brought
inflation below 100%, at least temporarily, for the first time in many years.
This had a significant favorable effect on realized and unrealized translation
gains and losses. The 1994 decline in pretax earnings was also mostly in Brazil
where price competition was intense and where realized and unrealized exchange
losses, which are included in other income and expense, were up almost $1
million as a result of the extremely high inflation during the year.
Net Earnings
1995 net earnings are up 49% over 1994 while 1994 earnings were up 3% over
1993. The dramatic swing in pretax earnings has been dampened by a lower than
normal tax rate in 1994 and a higher than normal tax rate in the current year.
The effective tax rate is 40% in 1995 compared to 17% in 1994. Tax-exempt
interest, Puerto Rico tax incentives and dividends on ESOP stock have always
contributed to an overall effective tax rate that is slightly lower than the
normal U.S. statutory rate of 34%. The increase in the effective tax rate in
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1995 comes about because of the monetary plan instituted in Brazil this year
that causes high local taxable income until preplan inventories are used up.
The big drop in the effective tax rate in 1994 came from Brazil where two
things happened: 1) higher inflation resulted in higher tax deductions for
monetary correction (an accounting concept unique to Brazil) and 2) the Company
resolved favorably a tax dispute dating to 1991.
Accounting Changes
The Company has adopted FAS 115 (Accounting for Certain Investments in Debt and
Equity Securities) effective as of the beginning of the current fiscal year.
The effect on financial condition and results of operations was not
significant.
In October 1994 the Financial Accounting Standards Board issued FAS 119
(Disclosure about Derivative Financial Instruments and Fair Value of Financial
Instruments). The Company does not hold any securities that would be considered
derivative financial instruments.
In March 1995 the Financial Accounting Standards Board issued FAS 121
(Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets
to Be Disposed Of). This statement is not expected to have a material effect
on financial condition or results of operations.
LIQUIDITY AND CAPITAL RESOURCES
The Company continues to maintain a strong financial position with a working
capital ratio of 5.0 to 1.0 on June 24, 1995 and 5.8 to 1.0 on June 25, 1994.
The timing of income tax payments has caused this ratio to decline temporarily
at June 24, 1995.
The fact that the changes in receivables and payables in the Statement of Cash
Flows do not exactly match the changes in the related balance sheet accounts
is because of changes in foreign exchange rates. These differences should not
be interpreted as uses and sources of cash, but rather as noncash adjustments
to net income to arrive at cash generated from operations. Also, in Brazil,
these differences tend to be offset by unrealized exchange gains and losses.
The Company believes that existing cash balances, funds generated from
operations and available funds under its credit line will be sufficient to meet
foreseeable cash needs. Cash not immediately required for working capital needs
is invested in short-term government securities and other money market
investments.
Item 8 - Financial Statements and Supplementary Data
Contents: Page
Report of Independent Auditors 7
Consolidated Statements of Earnings and Cash Flows 8
Consolidated Balance Sheets 9
Consolidated Statements of Stockholders' Equity 10
Notes to Consolidated Financial Statements 11-17
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REPORT OF INDEPENDENT AUDITORS
To the Stockholders and Directors of
The L.S. Starrett Company
We have audited the accompanying consolidated balance sheets of The L.S.
Starrett Company and subsidiaries as of June 24, 1995 and June 25, 1994, and
the related consolidated statements of earnings, cash flows and stockholders'
equity for each of the three years in the period ended June 24, 1995. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of the Company and subsidiaries as
of June 24, 1995 and June 25, 1994, and the results of their operations and
their cash flows for each of the three years in the period ended June 24, 1995,
in conformity with generally accepted accounting principles.
S/DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Boston, Massachusetts
July 28, 1995
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THE L.S. STARRETT COMPANY
Consolidated Statements of Earnings and Cash Flows
For the years ended in June (in thousands of dollars except per share data)
1995 1994 1993
EARNINGS
Net sales $214,215 $180,178 $174,801
Cost of goods sold (149,871) (129,485) (125,131)
Selling, general and administrative expense (43,480) (37,832) (36,476)
Other income and expense 1,648 (2,007) (1,305)
Earnings before income taxes 22,512 10,854 11,889
Income taxes 9,025 1,813 3,146
Net earnings $ 13,487 $ 9,041 $ 8,743
Earnings per share $ 1.91 $ 1.28 $ 1.25
CASH FLOWS
Cash flows from operating activities:
Net earnings $ 13,487 $ 9,041 $ 8,743
Noncash expenses:
Depreciation and amortization 9,098 8,681 8,306
Deferred taxes 1,130 (254) 1,209
Unrealized translation losses 596 5,476 5,371
Working capital changes:
Receivables (10,367) (8,499) (5,061)
Inventories (2,554) (17) 4,137
Other current assets and liabilities 6,636 3,400 (85)
Prepaid pension and other (18) (1,457) (801)
Net cash from operating activities 18,008 16,371 21,819
Cash flows from investing activities:
Additions to plant and equipment (9,795) (6,567) (7,518)
Increase in short-term investments (1,527) (3,657) (6,955)
Net cash used in investing activities (11,322) (10,224) (14,473)
Cash flows from financing activities:
Debt repayments (1,600) (2,600) (2,600)
Common stock issued 3,175 2,678 3,635
Treasury shares purchased (3,061) (1,735) (1,304)
Dividends (4,894) (4,805) (4,767)
Net cash used in financing activities (6,380) (6,462) (5,036)
Effect of translation rate changes on cash (95) (152) (258)
Net increase (decrease) in cash 211 (467) 2,052
Cash beginning of year 2,378 2,845 793
Cash end of year $ 2,589 $ 2,378 $ 2,845
Supplemental cash flow information:
Interest paid $ 815 $ 662 $ 958
Taxes paid $ 5,200 $ 1,359 $ 3,791
See Notes to Consolidated Financial Statements
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THE L.S. STARRETT COMPANY
Consolidated Balance Sheets
(in thousands of dollars)
June 24 June 25
ASSETS 1995 1994
Current assets:
Cash $ 2,589 $ 2,378
Short-term investments 28,511 27,055
Accounts receivable (less allowance for doubtful
accounts of $1,071,000 and $954,000) 38,716 29,133
Inventories 56,197 53,165
Prepaid expenses and other current assets 4,625 4,732
Total current assets 130,638 116,463
Property, plant and equipment, at cost:
Land 2,156 1,995
Buildings (less accumulated depreciation of
$14,673,000 and $15,227,000) 21,460 21,283
Machinery and equipment (less accumulated
depreciation of $38,009,000 and 33,518,000) 34,519 34,108
Total property, plant and equipment 58,135 57,386
Cost in excess of net assets acquired (less accumu-
lated amortization of $2,766,000 and $2,386,000) 8,488 8,822
Prepaid pension cost 16,328 14,897
Other assets 351 464
$213,940 $198,032
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable and current maturities $ 600 $ 1,583
Accounts payable and accrued expenses 12,803 10,018
Accrued salaries and wages 5,102 4,276
Taxes payable 6,005 2,327
Dividend payable 1,277 1,204
Employee deposits for stock purchase plan 378 601
Total current liabilities 26,165 20,009
Deferred income taxes 8,093 7,110
Long-term debt 8,700 10,843
Accumulated postretirement benefit obligation 14,153 13,422
Stockholders' equity:
Class A Common Stock $1 par (10,000,000 shrs. auth.) 4,951 4,851
Class B Common Stock $1 par (10,000,000 shrs. auth.) 2,166 2,256
Additional paid-in capital 34,610 32,272
Retained earnings reinvested and employed in
the business 119,506 113,147
Foreign currency translation adjustment (4,147) (5,335)
Other equity adjustments (257) (543)
Total stockholders' equity 156,829 146,648
$213,940 $198,032
See Notes to Consolidated Financial Statements
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THE L.S. STARRETT COMPANY
Consolidated Statements of Stockholders' Equity
For the years ended in June, 1993 through 1995
(in thousands)
Common Addi- Equity Adjustments
Stock Out- tional Currency
standing Paid-in Retained Trans-
($1 Par) Capital Earnings lation Other Total
Balance, 6/27/92
(1,357,654 Class A
and 94,790 Class B
shares in treasury)$ 6,945 $26,782 $107,313 $ 524 $(2,712) $138,852
Net earnings 8,743 8,743
Dividends ($0.68) (4,767) (4,767)
Treasury shares:
Purchased (54) (220) (1,030) (1,304)
Issued 91 2,106 2,197
Options exercised 83 1,355 1.438
ESOP loan repayments 1,085 1,085
Translation loss,net (4,822) (4,822)
Balance, 6/26/93
(1,303,954 Class A
and 111,482 Class B
shares in treasury) 7,065 30,023 110,259 (4,298) (1,627) 141,422
Net earnings 9,041 9,041
Dividends ($0.68) (4,805) (4,805)
Treasury shares:
Purchased (72) (315) (1,348) (1,735)
Issued 102 2,341 2,443
Options exercised 12 223 235
ESOP loan repayments 1,084 1,084
Translation loss,net (1,037) (1,037)
Balance, 6/25/94
(1,251,378 Class A
and 133,397 Class B
shares in treasury) 7,107 32,272 113,147 (5,335) (543) 146,648
Net earnings 13,487 13,487
Dividends ($0.69) (4,894) (4,894)
Treasury shares:
Purchased (139) (688) (2,234) (3,061)
Issued 121 2,541 2,662
Options exercised 28 485 513
ESOP loan repayments 543 543
Short-term investment
decline (257) (257)
Translation gain,net 1,188 1,188
Balance, 6/24/95
(883,556 Class A
and 155,628 Class B
shrs. in treasury) $ 7,117 $34,610 $119,506 $(4,147) $ (257) $156,829
See Notes to Consolidated Financial Statements
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THE L. S. STARRETT COMPANY
Notes to Consolidated Financial Statements
SIGNIFICANT ACCOUNTING POLICIES
Principles of consolidation: The consolidated financial statements include the
accounts of The L.S. Starrett Company and subsidiaries, all of which are
wholly-owned. All significant intercompany items have been eliminated. The
fiscal years of the Company's subsidiaries in Scotland and Brazil end in May
and April, respectively.
Fair market value of financial instruments: The Company's financial instruments
consist primarily of current assets, current liabilities, and long-term debt.
Current assets, except inventories (see Inventories) and except short-term
investments (see Accounting Change), and current liabilities are stated at
cost, which approximates fair market value; long-term debts, which are at
current market interest rates, also approximate fair market value.
Short-term investments: Short-term investments consist primarily of marketable
securities, including treasury bills, certificates of deposit and
municipal securities.
Inventories: Inventories are stated at the lower of cost or market. For
approximately 80% of all inventories, cost is determined on a last-in, first-
out (LIFO) basis. For all other inventories, cost is determined on a first-
in, first-out (FIFO) basis. LIFO inventories are $42,473,000 and $39,984,000
at the end of 1995 and 1994, respectively, such amounts being $25,627,000 and
$25,391,000 less than if determined on a FIFO basis. During 1994 and 93, the
Company reduced the level of certain LIFO inventories that were carried at
significantly lower costs prevailing in prior years. The effect of the LIFO
inventory reduction was to increase net earnings approximately $443,000 in
1994 ($.06 per share) and $1,420,000 in 1993 ($.20 per share).
Total inventories at year end are as follows (in thousands):
Goods in Pro-
cess and Raw Materials
Finished Goods Finished Parts and Supplies Total
1995 $22,698 $18,928 $14,571 $56,197
1994 23,530 16,111 13,524 53,165
Income taxes: Deferred tax expense results from differences in the timing of
certain transactions for financial reporting and tax purposes. Deferred
taxes have not been recorded on undistributed earnings of foreign
subsidiaries (approximately $50,000,000 at June 1995) or the related
unrealized translation adjustments because such amounts are considered
permanently invested and, if remitted, the resulting taxes would be offset
by foreign tax credits.
Property, plant and equipment: Buildings and equipment are depreciated using
straight-line and accelerated methods over estimated useful lives as follows:
buildings 15 to 50 years, building improvements 10 to 40 years, machinery and
equipment 5 to 12 years, motor vehicles 3 to 5 years.
Cost in excess of net assets acquired: These costs are being amortized on a
straight-line basis over 10 to 40 years.
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Research and development: Research and development costs are $3,769,000 in
1995, $2,718,000 in 1994 and $3,122,000 in 1993.
Earnings per share: Earnings per share are computed using the weighted average
number of shares and common stock equivalents (stock options) outstanding
during the year.
Translation of foreign currencies: Assets and liabilities in nonhyperinfla-
tionary economies are translated at exchange rates in effect on reporting
dates, and income and expenses are translated at rates in effect on
transaction dates. The resulting differences due to changing exchange rates
are charged or credited directly to the "foreign currency translation
adjustment" account included as part of stockholders' equity. For the
Company's subsidiary in Brazil ( a hyperinflationary economy), the
translation method is the same except that inventories and plant and the
related charges to cost of sales and depreciation expense are translated at
rates in effect at the time the assets were purchased, and the resulting
translation gains and losses are included in the determination of net
earnings. Translation gains and losses on short-term borrowings and
marketable securities in Brazil are netted against the related interest
charged or income earned. Similar losses on accounts receivable are treated
as sales discounts and are netted against sales.
ACCOUNTING CHANGE
The Company has adopted FAS 115 (Accounting for Certain Investments in Debt and
Equity Securities) effective as of the beginning of the current fiscal year.
Prior to 1995, short-term investments were carried at cost, which approximated
market. The effect on financial condition and results of operations was not
significant. The Company considers all its investments "available for sale."
As such, these investments are carried at market, with unrealized temporary
gains and losses recorded as a component of stockholders' equity. Most
investments have maturities of less than one year. Included in investments at
June 24, 1995 is $4.8 million of liquid AAA rated Puerto Rico debt obligations.
These investments were made for the purpose of reducing repatriation taxes and
have maturities of up to ten years.
OTHER INCOME AND EXPENSE
Other income and expense consists of the following (in thousands):
1995 1994 1993
Interest income $ 2,037 $ 1,035 $ 1,147
Interest expense and commitment fees (813) (662) (812)
Realized and unrealized translation gains
and losses 192 (2,708) (1,594)
Other 232 328 (46)
$ 1,648 $(2,007) $(1,305)
INCOME TAXES
The provision for income taxes consists of the following (in thousands):
1995 1994 1993
Current:
Federal $ 2,380 $ 863 $ 629
Foreign 4,603 615 844
State 912 589 464
Deferred 1,130 (254) 1,209
$ 9,025 $ 1,813 $ 3,146
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The resolution of a tax dispute in Brazil resulted in a reduction of foreign
tax expense of $350,000 in 1994. Pretax domestic income was $12,022,000,
$8,916,000 and $7,546,000 in 1995, 1994 and 1993, respectively.
A reconciliation of expected tax expense at the U.S. statutory rate to actual
tax expense is as follows (in thousands):
1995 1994 1993
Expected tax expense $ 7,654 $ 3,690 $ 4,042
Increase (decrease) from:
State and Puerto Rican taxes net
of federal benefit (425) (378) (380)
Foreign taxes net of federal credits 1,815 (1,034) (12)
Nontaxable investment income (191) (158) (140)
Other 172 (307) (364)
Actual tax expense $ 9,025 $ 1,813 $ 3,146
Deferred income taxes at year end are attributable to the following (in
thousands):
1995 1994
Deferred assets:
Retiree medical benefits $(5,595) $(5,302)
Inventories (886) (692)
Foreign loss carryforwards (474) (1,198)
Other (1,224) (911)
(8,179) (8,103)
Deferred liabilities:
Prepaid pension 6,525 5,933
Other employee benefits 638 692
Depreciation 6,237 5,590
Other 942 938
14,342 13,153
Current portion 1,930 2,060
$ 8,093 $ 7,110
Foreign loss carryforwards begin expiring in 1998.
EMPLOYEE BENEFIT PLANS
The Company has several pension plans, both defined benefit and defined
contribution, covering all of its domestic and approximately half of its
nondomestic employees. In addition, certain domestic employees participate in
an Employee Stock Ownership Plan (ESOP). Ninety percent of the actuarially
determined annuity value of their ESOP shares is used to offset retirement
benefits otherwise due under the domestic noncontributory defined benefit
pension plan. The total cost (benefit) of all such plans for 1995, 1994 and
1993, considering the combined projected benefits and funds of the ESOP as well
as the other plans, was $(152,000), $(124,000) and $240,000, respectively.
Under both domestic and foreign defined benefit plans, benefits are based on
years of service and final average earnings. Plan assets, including those of
the ESOP, consist primarily of investment grade debt obligations, marketable
equity securities and approximately 1,100,000 shares of the Company's common
stock. The cost of these defined benefit plans, including the ESOP, consists
of the following components (in thousands):
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<PAGE>
1995 1994 1993
Cost of benefits earned during current year $ 2,028 $ 1,876 $ 1,943
Interest on projected benefit obligation 3,194 3,083 3,124
Actual return on assets (8,943) (1,150) (8,929)
Net amortization and deferral 2,853 (4,714) 3,417
$ (868) $ (905) $ (445)
The plans' funded status at year end is as follows (in thousands):
1995 1994
Vested accumulated benefit obligation $61,065 $57,103
Nonvested accumulated benefit obligation 1,929 1,856
Effect of future compensation increases 6,152 5,798
Projected benefit obligation 69,146 64,757
Plan assets at fair market value 102,314 93,957
Funded status 33,168 29,200
Unrecognized portion of net assets 16,840 14,303
Prepaid pension cost $16,328 $14,897
The assumed discount rate and rate of increase in compensation used in
determining the projected benefit obligation are 7% and 5%, respectively, for
the domestic plan and 8% and 6.5% for the foreign plan. The assumed long-term
rate of return on plan assets is 7% for the domestic plan and 8% for the
foreign plan.
The Company provides certain medical and life insurance benefits for most
retired employees in the United States. The status of these plans at year end
is as follows (in thousands):
1995 1994
Accumulated postretirement benefit obligation:
Retirees $ 6,526 $ 6,601
Active plan participants 9,378 9,074
Unrecognized loss (1,751) (2,253)
Accumulated postretirement benefit obligation
accrued $14,153 $13,422
Postretirement benefit expense consists of the following (in thousands):
1995 1994 1993
Service cost $ 425 $ 414 $ 400
Interest cost 1,054 1,039 950
Amortization cost 38 53
$ 1,517 $ 1,506 $ 1,350
The Company's portion of the annual rate of increase in the per capita cost of
covered benefits is assumed to be 2%. A one percentage point increase in the
assumed cost escalation rate would increase the accumulated benefit obligation
by $1.2 million and the annual expense by $150,000. A discount rate of 7% was
used in determining the accumulated benefit obligation.
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<PAGE>
LONG-TERM DEBT
At year end, long-term debt consists of the following (in thousands):
1995 1994
Industrial revenue bond $ 3,300 $ 3,900
ESOP guaranteed loan 543
Revolving credit agreement 6,000 7,000
9,300 11,443
Less current maturities 600 600
$ 8,700 $10,843
The industrial revenue bond is collateralized by the Company's plant in Mt.
Airy, North Carolina. Principal is payable in semiannual installments of
$300,000. Interest is at 92% of the 90 day CD rate (5.4% at June 24, 1995).
The ESOP guaranteed loan was used to purchase 800,000 shares of Company stock
under a ten-year bank term loan that was guaranteed by the Company. Dividends
and Company contributions to the ESOP were used to repay the term loan, and the
shares sold to the ESOP were allocated to employee accounts at the rate of 10%
per year. Additional contributions were made to replace the dividends used for
debt service. The revolving credit agreement consists of a $10,000,000 line
due March 30, 1996 under which there were no borrowings at June 24, 1995 and
a $10,000,000 line due March 30, 2000. The credit agreement is with two banks
and requires commitment and other fees of .3%. Interest rates vary, but
approximate LIBOR plus .33% (6.4% as of June 24, 1995). All debt agreements
contain financial covenants, the most restrictive of which is that at June 24,
1995 the Company must have tangible net worth of $122,331,000. Annual
principal payments on debt are required as follows: 1996-1999 $600,000; 2000
$6,600,000, 2001 $300,000.
COMMON STOCK
Class B Common Stock is identical to Class A except that it has 10 votes per
share, is generally nontransferable except to lineal descendants, cannot
receive more dividends than Class A, and can be converted to Class A at any
time. Class A Common Stock is entitled to elect 25% of the directors to be
elected at each meeting with the remaining 75% being elected by Class A and
Class B voting together. In addition, the Company has a stockholder rights
plan, adopted in 1990, to protect stockholders from attempts to acquire the
Company on unfavorable terms not approved by the Board of Directors. Under
certain circumstances, the plan entitles each Class A or Class B share to
additional shares of the Company or an acquiring company, as defined, at a 50%
discount to market. Generally, the rights will be exercisable if a person or
group acquires 15% or more of the Company's outstanding shares. The rights
trade together with the underlying common stock. They can be redeemed by the
Company for $.01 per right and expire in the year 2000.
Under the Company's stock purchase plans, the purchase price of the optioned
stock is 85% of the lower of the market price on the date the option is granted
or the date it is exercised. Options become exercisable exactly two years from
the date of grant and expire if not exercised. The average purchase price of
the optioned stock outstanding at the end of 1995, 1994 and 1993 was $18.90,
$20.33 and $20.66, respectively. Changes under the plans were as follows:
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<PAGE>
Shares
On Option Unoptioned
Balance, June 27, 1992 112,374 563,486
Options authorized 800,000
Options granted 51,594 (51,594)
Options exercised ($16.90 and $20.19) (83,466)
Options canceled (21,166) (557,254)
Balance, June 26, 1993 59,336 754,638
Options granted 31,453 (31,453)
Options exercised ($19.34 and $20.40) (11,946)
Options canceled (17,287) 15,259
Balance, June 25, 1994 61,556 738,444
Options granted 47,719 (47,719)
Options exercised ($17.75 and $19.24) (28,232)
Options canceled (21,132) 21,132
Balance, June 24, 1995 59,911 711,857
At June 24, 1995, a total of 771,768 shares of Class A common stock are
reserved for issuance under the plans. The outstanding options include the
following:
Number of 85% of Market Price
Expiration Date Class A Shares on Date of Grant
November 16, 1995 8,457 $20.94
May 23, 1996 9,223 19.02
November 7, 1996 25,391 17.75
June 5, 1997 16,840 19.55
59,911
In addition, 199,108 shares of common stock are reserved for the Company's
401(k) plan at June 24, 1995. Since inception in 1986, 556,737 Class A and
44,155 Class B shares have been issued under this plan.
In fiscal 1995, 363,473 shares of Class A treasury stock were canceled and
returned to the status of authorized but unissued.
OPERATING DATA
The Company is engaged in the single business segment of producing and
marketing industrial, professional and consumer products. Revenues, operating
income and identifiable assets of the Company's domestic and foreign operations
are summarized as follows (in thousands):
Elimina- Consoli-
Domestic Foreign tions dated
1995:
Sales $143,817 $ 70,398 $214,215
Intercompany transfers 1,515 8,578 $(10,093)
Revenues 145,332 78,976 (10,093) 214,215
Operating income 10,284 10,580 20,864
Identifiable assets 159,389 63,306 (8,755) 213,940
Net assets 113,442 49,275 (5,888) 156,829
1994:
Sales $132,804 $ 47,374 $180,178
Intercompany transfers 1,437 6,665 $ (8,102)
Revenues 134,241 54,039 (8,102) 180,178
Operating income 7,695 5,166 12,861
Identifiable assets 152,128 55,059 (9,155) 198,032
Net assets 107,237 45,386 (5,975) 146,648
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<PAGE>
1993:
Sales $125,376 $ 49,425 $174,801
Intercompany transfers 1,247 5,542 $ (6,789)
Revenues 126,623 54,967 (6,789) 174,801
Operating income 6,604 6,590 13,194
Identifiable assets 145,059 57,542 (8,165) 194,436
Net assets 101,593 46,357 (6,528) 141,422
Operating income is computed exclusive of other income and expense and income
taxes. Transfers are recorded at normal selling price for finished goods and
at cost plus a percentage to cover expenses for finished parts, work in process
and raw materials. Eliminations relate to investments in subsidiaries and
intercompany transactions and balances.
The Company believes it has no significant concentrations of credit risk as of
June 24, 1995. Trade receivables are disbursed among a large number of
retailers, distributors and industrial accounts in many countries. One customer
accounted for approximately 11% of sales in 1994 and 10% in 1993.
The significant foreign operations of the Company are located in Scotland and
Brazil. These two locations accounted for approximately the following
percentages of the indicated foreign information listed above:
1995 1994 1993
Scotland Brazil Scotland Brazil Scotland Brazil
Revenues 40% 60% 49% 51% 49% 51%
Operating income 45% 55% 66% 34% 52% 48%
Identifiable assets 48% 52% 50% 50% 52% 48%
QUARTERLY FINANCIAL DATA (UNAUDITED)(in thousands except per share data)
Earnings
Before Earnings
Net Gross Income Net Per
Quarter ended Sales Profit Taxes Earnings Share
June 1995 $ 58,047 $19,508 $ 8,365 $ 4,663 $ 0.66
March 1995 52,720 14,867 4,570 2,819 0.40
December 1994 56,132 16,707 6,261 3,845 0.55
September 1994 47,316 13,262 3,316 2,160 0.30
$214,215 $64,344 $22,512 $13,487 $ 1.91
June 1994 47,197 13,427 3,284 3,374 0.48
March 1994 43,672 12,469 1,953 1,392 0.20
December 1993 47,317 13,678 4,288 3,068 0.43
September 1993 41,992 11,119 1,329 1,207 0.17
$180,178 $50,693 $10,854 $ 9,041 $ 1.28
The fiscal 1994 fourth quarter tax provision was negative primarily as a result
of the favorable tax effects of a Scotland dividend and the settlement of a
Brazil tax dispute.
The Company's Class A Common Stock is traded on the New York Stock Exchange.
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<PAGE>
Item 9 - Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
The Company had no such changes in or disagreements with its independent
auditors.
PART III
Item 10 - Directors and Executive Officers of the Registrant
Directors
The information concerning the Directors of the Registrant is contained on
pages 1 through 3 in the Company's definitive Proxy Statement for the Annual
Meeting of Stockholders to be held on September 20, 1995, and is hereby
incorporated by reference.
Executive Officers of the Registrant
Held Present
Name Age Office Since Position
Douglas R. Starrett 75 1962 Chairman and CEO and
Director
Douglas A. Starrett 43 1985 President and Director
George B. Webber 74 1962 Vice President
Webber Gage Division
and Director
Charles H. Morrow 60 1976 Vice President Sales
Roger U. Wellington, Jr. 54 1984 Treasurer and Chief
Financial Officer and
Director
Peter MacDougall 57 1990 Clerk
George B. Webber, Charles H. Morrow, and Roger U. Wellington, Jr. have served
in the same capacities as listed above for at least the past five years.
Douglas R. Starrett was previously President of the Company. Douglas A.
Starrett (son of Douglas R. Starrett) was previously Executive Vice President
of the Company. Except in the case of Peter MacDougall, the positions listed
above represent their principal occupations and employment during the last five
years. Peter MacDougall, elected clerk in July 1990, has been a partner in
Ropes & Gray, counsel for the Company, throughout that period.
The President, Treasurer and Clerk hold office until the first meeting of the
directors following the next annual meeting of stockholders and until their
respective successors are chosen and qualified, and each other officer holds
office until the first meeting of directors following the next annual meeting
of stockholders, unless a shorter period shall have been specified by the terms
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<PAGE>
of his election or appointment or, in each case, until he sooner dies, resigns,
is removed or becomes disqualified.
There have been no events under any bankruptcy act, no criminal proceedings and
no judgments or injunctions material to the evaluation of the ability and
integrity of any director or executive officer during the past five years.
Item 11 - Executive Compensation
The information concerning management remuneration is contained on pages 5
through 9 in the Company's definitive Proxy Statement for the Annual Meeting
of Stockholders to be held on September 20, 1995 and, except for the
information under the caption "Compensation Committee Report," is hereby
incorporated by reference.
Item 12 - Security Ownership of Certain Beneficial Owners and
Management
(a) Security ownership of certain beneficial owners:
The information concerning a more than 5% holder of any class of the
Company's voting shares is contained on page 3 of the Company's
definitive Proxy Statement for the Annual Meeting of Stockholders to be
held on September 20, 1995, and is hereby incorporated by reference.
(b) Security ownership of management:
The information concerning the beneficial ownership of each class of
equity securities by all directors, and all directors and officers of the
Company as a group, is contained on pages 2 and 3 of the Company's
definitive Proxy Statement for the Annual Meeting of Stockholders to be
held on September 20, 1995, and is hereby incorporated by reference.
(c) The Company knows of no arrangements which may, at a subsequent date,
result in a change in control of the Company.
Item 13 - Certain Relationships and Related Transactions
(a) Transactions with management and others:
None
(b) Certain business relationships:
Not applicable
(c) Indebtedness of management:
None
(d) Transactions with promoters:
Not applicable
-19-
<PAGE>
PART IV
Item 14 - Exhibits, Financial Statement Schedules, and Reports on
Form 8-K
(a) 1. Financial statements filed in item 8 of this annual report:
Consolidated Statements of Earnings and Cash Flows for the
Three Years in the Period ended June 24, 1995
Consolidated Balance Sheets at June 24, 1995 and June 25, 1994
Consolidated Statements of Stockholders' Equity for the Three
Years in the Period Ended June 24, 1995
Notes to Consolidated Financial Statements
2. All other financial statements and schedules are omitted because
they are inapplicable, not required under the instructions, or the
information is reflected in the financial statements or notes
thereto.
3. See Exhibit Index below on page 21.
(b) There were no reports on Form 8-K filed in the last quarter of the
period covered by this report.
(c) See Exhibit Index below on page 21.
(d) Not applicable.
-20-
<PAGE>
THE L.S. STARRETT COMPANY AND SUBSIDIARIES
EXHIBIT INDEX
(3i) Restated Articles of Organization dated December 20, 1989, filed
with Form 10-Q for the quarter ended December 23, 1989, are hereby
incorporated by reference.
(3ii) Bylaws as amended September 21, 1994 are filed herewith in
electronic format.
(4a) Loan Agreement and related documents, relative to $7,500,000
Industrial Revenue Bond financing dated as of September 1, 1985,
between The Surry County Industrial Facilities and Pollution
Control Financing Authority and The L.S. Starrett Company will be
furnished to the Commission upon request.
(4b) Common Stock Rights Agreement, dated as of June 6, 1990, between
the Company and The First National Bank of Boston, as Rights Agent,
including Form of Common Stock Purchase Rights Certificate and
Summary Common Stock Purchase Rights, filed on June 13, 1990 with
the Company's Form 8-A, are hereby incorporated by reference.
(10a) $20,000,000 Amended and Restated Credit Agreement dated as of March
31, 1995, among The L.S. Starrett Company, The First National Bank
of Boston and Wachovia Bank of Georgia, N.A. will be furnished to
the Commission upon request.
(11) Statement re: Calculation of Shares for Computation of
Consolidated Earnings Per Share. See page 22.
(21) Subsidiaries of the Registrant. See page 23.
(23) Independent Auditors' Consent. See page 24.
(27) Financial Data Schedule submitted herewith in electronic format.
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<PAGE>
Exhibit 11
THE L.S. STARRETT COMPANY AND SUBSIDIARIES
CALCULATION OF SHARES FOR COMPUTATION
OF CONSOLIDATED EARNINGS PER SHARE
1995 1994 1993
PRIMARY EARNINGS PER SHARE
Average shares outstanding during
the year 7,070,032 7,062,926 7,002,647
Incremental shares computed on
the assumption that dilutive
stock options had been exercised,
with the proceeds used to
purchase treasury stock 8,171 8,210 12,766
Average common and common equiva-
lent shares outstanding 7,078,203 7,071,136 7,015,413
FULLY DILUTED EARNINGS PER SHARE
Average shares outstanding during
the year 7,070,032 7,062,926 7,002,647
Incremental shares computed on
the assumption that dilutive
stock options had been exercised,
with the proceeds used to purchase
treasury stock, using year-end
market prices where such prices
were in excess of average yearly
prices, to determine the amount
of treasury stock purchased 9,909 8,210 13,103
Average common and common equivalent
shares used to calculate fully
diluted earnings per share 7,079,941 7,071,136 7,015,750
The Company's average common and common equivalent shares (both primary and
fully diluted) during the above years do not, in the aggregate, dilute earnings
per share 3% or more.
-22-
<PAGE>
Exhibit 21
THE L.S. STARRETT COMPANY AND SUBSIDIARIES
SUBSIDIARIES OF THE REGISTRANT
JUNE 24, 1995
The parent company, The L.S. Starrett Company, incorporated in Massachusetts,
has the following subsidiaries, all of which are wholly owned:
Fiscal
Year End
Starrett Securities Corporation Incorporated in Last Sat.
Massachusetts in June
Evans Rule Company, Inc. Incorporated in Last Sat.
New Jersey in June
The L.S. Starrett Co. of Canada Incorporated in Last Sat.
Limited Canada in June
The L.S. Starrett International Incorporated in Last Sat.
Company Barbados in June
The L.S. Starrett Company Incorporated in May 31
Limited Scotland
Starrett Industria e Incorporated in April 30
Comercio Ltda. Brazil
Level Industries, Inc. Incorporated in Last Sat.
Massachusetts in June
-23-
<PAGE>
Exhibit 23
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
The L.S. Starrett Company
We consent to the incorporation by reference in the Registration Statements No.
33-31276 and No. 33-3112 of The L.S. Starrett Company on Form S-8, of our
report dated July 28, 1995, included in the Company's Annual Report on Form
10-K for the year ended June 24, 1995.
S/DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Boston, Massachusetts
September 8, 1995
-24-
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
THE L.S. STARRETT COMPANY
(Registrant)
By S/ROGER U. WELLINGTON, JR.
Roger U. Wellington, Jr.,
Treasurer and Chief Financial Officer
Date: September 8, 1995
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated:
S/DOUGLAS R. STARRETT S/DOUGLAS A. STARRETT
Douglas R. Starrett, Sept. 8, 1995 Douglas A. Starrett, Sept. 8, 1995
Chairman and CEO President
S/ANDREW B. SIDES, JR.
Andrew B. Sides, Jr., Sept. 8, 1995 William S. Hurley, Sept. 8, 1995
Director Director
S/GEORGE B. WEBBER
J. Richard Bullock, Sept. 8, 1995 George B. Webber, Sept. 8, 1995
Director Vice President Webber Gage Division
and Director
S/STEVEN G. THOMSON S/ROGER U. WELLINGTON, JR.
Steven G. Thomson, Sept. 8, 1995 Roger U. Wellington,Jr.,Sept. 8, 1995
Chief Accounting Officer Treasurer and Chief Financial Officer
and Director
-25-
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUN-24-1995
<PERIOD-END> JUN-24-1995
<CASH> 2,589
<SECURITIES> 28,511
<RECEIVABLES> 39,787
<ALLOWANCES> 1,071
<INVENTORY> 56,197
<CURRENT-ASSETS> 130,638
<PP&E> 110,817
<DEPRECIATION> 52,682
<TOTAL-ASSETS> 213,940
<CURRENT-LIABILITIES> 26,165
<BONDS> 8,700
<COMMON> 7,117
0
0
<OTHER-SE> 149,712
<TOTAL-LIABILITY-AND-EQUITY> 213,940
<SALES> 214,215
<TOTAL-REVENUES> 214,215
<CGS> 149,871
<TOTAL-COSTS> 149,871
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 813
<INCOME-PRETAX> 22,512
<INCOME-TAX> 9,025
<INCOME-CONTINUING> 13,487
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 13,487
<EPS-PRIMARY> 1.91
<EPS-DILUTED> 1.91
</TABLE>
As amended
through 9/21/94
BY-LAWS
OF
THE L. S. STARRETT COMPANY
SECTION 1.
ARTICLES OF ORGANIZATION
The name and purposes of the corporation shall be as set forth
in the articles of organization. These by-laws, the powers of the
corporation and of its directors and stockholders, or of any class
of stockholders if there shall be more than one class of stock, and
all matters concerning the conduct and regulation of the business
and affairs of the corporation shall be subject to such provisions
in regards thereto, if any, as are set forth in the articles of
organization as from time to time in effect.
SECTION 2.
STOCKHOLDERS
2.1 Annual Meeting. The annual meeting of the stockholders
shall be held at two o'clock in the afternoon on the third
Wednesday of September in each year, unless a different hour is
fixed by the president or the directors. If that day be a legal
holiday at the place where the meeting is to be held, the meeting
shall be held on the next succeeding day not a legal holiday at
such place. Purposes for which an annual meeting is to be held,
additional to those prescribed by law, by the articles of
organization or by these by-laws, may be specified by the president
or by the directors.
2.2 Special Meeting in Place of Annual Meeting. If no annual
meeting has been held in accordance with the foregoing provisions,
a special meeting of the stockholders may be held in place thereof,
and any action taken at such special meeting shall have the same
force and effect as if taken at the annual meeting, and in such
case all references in these by-laws to the annual meeting of the
stockholders shall be deemed to refer to such special meeting. Any
such special meeting shall be called as provided in Section 2.3.
2.3 Special Meeting. A special meeting of the stockholders
may be called at any time by the president or by the directors.
Each call of a meeting shall state the place, date, hour and
purposes of the meeting.
2.4 Place of Meeting. All meetings of the stockholders shall
be held at the principal office of the corporation in Massachusetts
or at such other place within Massachusetts as shall be fixed by
the president or the directors. Any adjourned session of any
meeting of the stockholders shall be held at the same city or town
as the initial session, or within Massachusetts, in either case at
the place designated in the vote of adjournment.
2.5 Notice of Meetings. A written notice of each meeting
of stockholders, stating the place, date and hour and the purposes
of the meeting, shall be given at least seven days before the
meeting to each stockholder entitled to vote thereat and to each
stockholder who, by law, by the articles of organization or by
these by-laws, is entitled to notice, by leaving such notice with
him or at his residence or usual place of business, or by mailing
it, postage prepaid, addressed to such stockholder at his address
as it appears in the records of the corporation. Such notice shall
be given by the clerk or an assistant clerk or by an officer
designated by the directors. No notice of any meeting of
stockholders need be given to a stockholder if a written waiver of
notice, executed before or after the meeting by such stockholder or
his attorney thereunto duly authorized, is filed with the records
of the meeting.
2.6 Quorum of Stockholders. At any meeting of the
stockholders, a quorum as to any matter shall consist of a majority
of the votes entitled to be cast on the matter, except that if two
or more classes or series of stock are entitled to vote as separate
classes or series, then in the case of each such class or series a
quorum as to any matter shall consist of a majority of the votes of
that class or series entitled to be cast on the matter, and except
where a larger quorum is required by law, by the articles of
organization or by these by-laws.
2.7 Action by Vote. When a quorum is present at any meeting,
a plurality of the votes properly cast for election to any office
shall elect to such office, and a majority of the votes properly
cast upon any question other than an election to an office shall
decide the question, except when a larger vote is required by law,
by the articles of organization or by these by-laws. No ballot
shall be required for any election unless requested by a
stockholder present or represented at the meeting and entitled to
vote in the election.
2.8 Voting. Stockholders entitled to vote shall have one vote
for each share of stock entitled to vote held by them of record
according to the records of the corporation, unless otherwise
provided by the articles of organization. The corporation shall
not, directly or indirectly, vote any share of its own stock. The
provisions of Chapter 110D of the Massachusetts General Laws shall
not apply to control share acquisitions of the Company. The
provisions of Chapter 110F of the Massachusetts General Laws shall
not apply to the Company.
2.9 Proxies. Stockholders entitled to vote may vote either in
person or by proxy in writing dated not more than six months before
the meeting named therein, which proxies shall be filed with the
clerk or other person responsible to record the proceedings of the
meeting before being voted. Unless otherwise specifically limited
by their terms, such proxies shall entitle the holders thereof to
vote at any adjournment of such meeting but shall not be valid
after the final adjournment of such meeting.
SECTION 3.
BOARD OF DIRECTORS
3.1 Number. The number of directors which shall constitute
the whole board shall be determined from time to time by vote of a
majority of the directors then in office, provided that the number
thereof may not be less than three nor more than eleven. No
director need be a stockholder.
3.2 Election and Tenure. The directors shall be
classified, with respect to the time for which they severally hold
office, into three classes, as nearly equal in number as possible,
with one class to be elected at each annual meeting of
stockholders. Each class shall hold office until its successors
are elected and qualified. If the number of directors is changed
by the directors, any newly created directorships or any decrease
in directorships shall be so apportioned among the classes as to
make all classes as nearly equal as possible; provided, however,
that no decrease in the number of directors shall shorten the term
of any incumbent director. At each annual meeting of stockholders,
the successors of the class of directors whose term expires at that
meeting shall be elected to hold office for a term expiring at the
annual meeting of stockholders held in the third year following the
year of their election.
3.3 Powers. Except as reserved to the stockholders by law, by
the articles of organization or by these by-laws, the business of
the corporation shall be managed by the directors who shall have
and may exercise all the powers of the corporation. In particular,
and without limiting the generality of the foregoing, the directors
may at any time issue all or from time to time any part of the
unissued capital stock of the corporation from time to time
authorized under the articles of organization and may determine,
subject to any requirements of law, the consideration for which
stock is to be issued and the manner of allocating such
consideration between capital and surplus.
3.4 Committees. The directors may, by vote of a majority of
the directors then in office, elect from their number an executive
committee and other committees and may by vote delegate to any such
committee or committees some or all of the powers of the directors
except those which by law, by the articles of organization or by
these by-laws they are prohibited from delegating. Except as the
directors may otherwise determine, any such committee may make
rules for the conduct of its business, but unless otherwise
provided by the directors or such rules, its business shall be
conducted as nearly as may be in the same manner as is provided by
these by-laws for the conduct of business by the directors.
3.5 Regular Meetings. Regular meetings of the directors may
be held without call or notice at such places and at such times as
the directors may from time to time determine, provided that notice
of the first regular meeting following any such determination shall
be given to absent directors. A regular meeting of the directors
may be held without call or notice immediately after and at the
same place as the annual meeting of the stockholders.
3.6 Special Meetings. Special meetings of the directors may
be held at any time and at any place designated in the call of the
meeting, when called by the president or the treasurer or by two or
more directors, reasonable notice thereof being given to each
director by the secretary or an assistant secretary, or, if there
be none, by the clerk or an assistant clerk, or by the officer or
one of the directors calling the meeting.
3.7 Notice. It shall be sufficient notice to a director to
send notice by mail at least forty-eight hours or by telegram at
least twenty-four hours before the meeting addressed to him at his
usual or last known business or residence address or to give notice
to him in person or by telephone at least twenty-four hours before
the meeting. Notice of a meeting need not be given to any director
if a written waiver of notice, executed by him before or after the
meeting, is filed with the records of the meeting, or to any
director who attends the meeting without protesting prior thereto
or at its commencement the lack of notice to him. Neither notice
of a meeting nor a waiver of a notice need specify the purposes of
the meeting.
3.8 Quorum. At any meeting of the directors a majority of the
directors then in office shall constitute a quorum. Any meeting
may be adjourned from time to time by a majority of the votes cast
upon the question, whether or not a quorum is present, and the
meeting may be held as adjourned without further notice.
3.9 Action by Vote. When a quorum is present at any meeting,
a majority of the directors present may take any action, except
when a larger vote is required by law, by the articles of
organization or by these by-laws.
3.10 Action by Writing. Any action required or permitted to
be taken at any meeting of the directors may be taken without a
meeting if a written consent thereto is signed by all the directors
and such written consent is filed with the records of the meetings
of the directors. Such consent shall be treated for all purposes
as a vote at a meeting.
SECTION 4.
OFFICERS AND AGENTS
4.1 Enumeration: Qualification. The officers of the
corporation shall be a president, a treasurer, a clerk, and such
other officers, if any, as the incorporators at their initial
meeting, or the directors from time to time, may in their
discretion elect or appoint. The corporation may also have such
agents, if any, as the incorporators at their initial meeting or
the directors from time to time may in their discretion appoint.
Any officer may be but none need be a director or stockholder. The
clerk shall be a resident of Massachusetts unless the corporation
has a resident agent appointed for the purpose of service of
process. Any two or more offices may be held by the same person.
Any officer may be required by the directors to give bond for the
faithful performance of his duties to the corporation in such
amount and with such sureties as the directors may determine.
4.2 Powers. Subject to law, to the articles of organization
and to the other provisions of these by-laws, each officer shall
have, in addition to the duties and powers herein set forth, such
duties and powers as are commonly incident to his office and such
duties and powers as the directors may from time to time designate.
4.3 Election. The president, the treasurer and the clerk
shall be elected annually by the directors at their first meeting
following the annual meeting of the stockholders. Other officers,
if any, may be elected or appointed by the board of directors at
said meeting or at any other time.
4.4 Tenure. Except as otherwise provided by law or by the
articles of organization or by these by-laws, the president, the
treasurer and the clerk shall hold office until the first meeting
of the directors following the next annual meeting of the
stockholders and until their respective successors are chosen and
qualified, and each other officer shall hold office until the first
meeting of the directors following the next annual meeting of the
stockholders unless a shorter period shall have been specified by
the terms of his election or appointment, or in each case until he
sooner dies, resigns, is removed or becomes disqualified. Each
agent shall retain his authority at the pleasure of the directors.
4.5(a) Chief Executive Officer. The chief executive officer of
the corporation shall be the chairman of the board, if any, the
president or such other officer as is designated by the directors
and shall, subject to the control of the directors, have general
charge and supervision of the business of the corporation. If no
such designation is made, the president shall be the chief
executive officer. Unless the board of directors otherwise
specifies, if there is no chairman of the board, the chief
executive officer shall preside, or designate the person who shall
preside, at all meetings of the stockholders and of the board of
directors.
4.5(b) Chairman of the Board. If a chairman of the board of
directors is elected, he shall have the duties and powers specified
in these by-laws and shall have such other duties and powers as may
be determined by the directors. Unless the board of directors
otherwise specifies, the chairman of the board shall preside, or
designate the person who shall preside, at all meetings of the
stockholders and of the board of directors.
4.5(c) President and Vice Presidents. The president shall
have the duties and powers specified in these by-laws and shall
have such other duties and powers as may be determined by the
directors.
Any vice president shall have such duties and powers as shall
be designated from time to time by the directors.
4.6 Treasurer and Assistant Treasurers. The treasurer shall
be the chief financial and accounting officer of the corporation
and shall be in charge of its funds and valuable papers, books of
account and accounting records, and shall have such other duties
and powers as may be designated from time to time by the directors
or by the president.
Any assistant treasurers shall have such duties and powers as
shall be designated from time to time by the directors.
4.7 Clerk and Assistant Clerks. The clerk shall record all
proceedings of the stockholders in a book or series of books to be
kept therefor, which book or books shall be kept at the principal
office of the corporation or at the office of its transfer agent or
of its clerk and shall be open at all reasonable times to the
inspection of any stockholder. In the absence of the clerk from
any meeting of stockholders, an assistant clerk, or if there be
none or he is absent, a temporary clerk chosen at the meeting,
shall record the proceedings thereof in the aforesaid book. Unless
a transfer agent has been appointed the clerk shall keep or cause
to be kept the stock and transfer records of the corporation, which
shall contain the names and record addresses of all stockholders
and the amount of stock held by each. If no secretary is elected,
the clerk shall keep a true record of the proceedings of all
meetings of the directors and in his absence from any such meeting
an assistant clerk, or if there be none or he is absent, a
temporary clerk chosen at the meeting, shall record the proceedings
thereof.
Any assistant clerk shall have such duties and powers as shall
be designated from time to time by the directors.
4.8 Secretary and Assistant Secretaries. If a secretary is
elected, he shall keep a true record of the proceedings of all
meetings of the directors and in his absence from any such meeting
an assistant secretary, or if there be none or he is absent, a
temporary secretary chosen at the meeting, shall record the
proceedings thereof.
Any assistant secretaries shall have such duties and powers as
shall be designated from time to time by the directors.
SECTION 5.
RESIGNATIONS AND REMOVALS
Any director or officer may resign at any time by delivering
his resignation in writing to the president, the treasurer or the
clerk or to a meeting of the directors. Such resignation shall be
effective upon receipt unless specified to be effective at some
other time. A director (including persons elected by directors to
fill vacancies in the board) may be removed from office only for
cause (a) by the vote of the holders of a majority of the total
number of votes of the then outstanding shares entitled to vote
generally in the election of directors, provided that the directors
of a class elected by the holders of a particular class of
stockholders may be removed only by affirmative vote of a majority
of the total number of votes of the then outstanding shares of such
class, or (b) by the vote of a majority of the directors then in
office. For the purposes of this Section 5, "cause" shall mean (i)
conviction of a felony, (ii) declaration of unsound mind by order
of court, (iii) gross dereliction of duty, (iv) commission of an
action involving moral turpitude, or (v) commission of an action
which constitutes intentional misconduct or a knowing violation of
law if such action in either event results both in an improper
substantial personal benefit and a material injury to the
corporation. The directors may remove any officer elected by them
with or without cause by the vote of the directors then in office.
A director or officer may be removed for cause only after
reasonable notice and opportunity to be heard before the body
proposing to remove him. No director or officer resigning, and
(except where a right to receive compensation shall be expressly
provided in a fully authorized written agreement with the
corporation) no director or officer removed, shall have any right
to any compensation as such director or officer for any period
following his resignation or removal, or any right to damages on
account of such removal, whether his compensation be by the month
or by the year or otherwise; unless in the case of a resignation,
the directors, or in the case of a removal, the body acting on the
removal, shall in their or its discretion provide for compensation.
SECTION 6.
VACANCIES
Any vacancy and newly-created directorships in the board of
directors, whether resulting from an increase in the size of the
board of directors, from the death, resignation, disqualification
or removal of a director, or otherwise, shall be filled solely by
the affirmative vote of a majority of the remaining directors then
in office, even though less than a quorum of the board of
directors, or by a sole remaining director. Any director elected
in accordance with the preceding sentence shall hold office for the
remainder of the full term of the class of directors in which the
new directorship was created or the vacancy occurred and until such
director's successor shall have been elected and qualified. If the
office of the president or the treasurer or the clerk becomes
vacant, the directors may elect a successor by a vote of a majority
of the directors then in office. If the office of any other officer
becomes vacant, the directors may elect or appoint a successor by
vote of a majority of the directors present. Each such successor
shall hold office for the unexpired term, and in the case of the
president, the treasurer and the clerk, until his successor is
chosen and qualified, or in each case until he sooner dies,
resigns, is removed or becomes disqualified. The directors shall
have and may exercise all their powers notwithstanding the
existence of one or more vacancies in their number.
SECTION 7.
CAPITAL STOCK
7.1 Number and Par Value. The total number of shares and the
par value, if any, of each class of stock which the corporation is
authorized to issue shall be as stated in the articles of
organization.
7.2 Fractional Shares. The corporation shall not issue
fractional shares of stock but may issue scrip in registered or
bearer form which shall entitle the holder to receive a certificate
for a full share upon surrender of such scrip aggregating a full
share, the terms and conditions and manner of issue of such scrip
to be fixed by the directors.
7.3 Stock Certificates. Each stockholder shall be entitled to
a certificate stating the number and the class and the designation
of the series, if any, of the shares held by him, in such forms as
shall, in conformity to law, be prescribed from time to time by the
directors. Such certificate shall be signed by the chairman of the
board, the president or a vice president and by the treasurer or an
assistant treasurer. Such signatures may be facsimiles if the
certificate is signed by a transfer agent, or by a registrar, other
than a director, officer or employee of the corporation. In case
any officer who has signed or whose facsimile signature has been
placed on such certificate shall have ceased to be such officer
before such certificate is issued, it may be issued by the
corporation with the same effect as if he were such officer at the
time of its issue.
7.4 Loss of Certificates. In the case of the alleged loss or
destruction or the mutilation of a certificate of stock, a
duplicate certificate may be issued in place thereof, upon such
terms as the directors may prescribe.
SECTION 8.
TRANSFER OF SHARES OF STOCK
8.1 Transfer on Books. Subject to the restrictions, if any,
stated or noted on the stock certificates, shares of stock may be
transferred on the books of the corporation by the surrender to the
corporation or its transfer agent of the certificate therefor
properly endorsed or accompanied by a written assignment and power
of attorney properly executed, with necessary transfer stamps
affixed, and with such proof of the authenticity of signature as
the directors or the transfer agent of the corporation may
reasonably require. Except as may be otherwise required by law, by
the articles of organization or by these by-laws, the corporation
shall be entitled to treat the record holder of stock as shown on
its books as the owner of such stock for all purposes, including
the payment of dividends and the right to receive notice and to
vote with respect thereto, regardless of any transfer, pledge or
other disposition of such stock until the shares have been
transferred on the books of the corporation in accordance with the
requirements of these by-laws.
It shall be the duty of each stockholder to notify the
corporation of his post office address.
8.2 Record Date and Closing Transfer Books. The directors may
fix in advance a time, which shall not be more than sixty days
before the date of any meeting of stockholders or the date for the
payment of any dividend or making of any distribution to
stockholders or the last day on which the consent or dissent of
stockholders may be effectively expressed for any purpose, as the
record date for determining the stockholders having the right to
notice of and to vote at such meeting and any adjournment thereof
or the right to receive such dividend or distribution or the right
to give such consent or dissent, and in such case only stockholders
of record on such record date shall have such right,
notwithstanding any transfer of stock on the books of the
corporation after the record date; or without fixing such record
date the directors may for any such purposes close the transfer
books for all or any part of such period.
SECTION 9.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The corporation shall, to the extent legally permissible,
indemnify each of its directors and officers (including persons who
serve at its request as directors, officers or trustees of another
organization or who serve at its request in any capacity with
respect to any employee benefit plan) against all liabilities and
expenses, including amounts paid in satisfaction of judgments, in
compromise or as fines and penalties, and counsel fees, reasonably
incurred by him in connection with the defense or disposition of
any action, suit or other proceeding, whether civil or criminal, in
which he may be involved or with which he may be threatened, while
in office or thereafter, by reason of his being or having been such
a director or officer, except with respect to any matter as to
which he shall have been adjudicated in any proceeding not to have
acted in good faith in the reasonable belief that his action was in
the best interests of the corporation or, to the extent that such
matter related to service with respect to any employee benefit
plan, in the best interests of the participants or beneficiaries of
such employee benefit plan: provided, however, that as to any
matter disposed of by a compromise payment by such director or
officer, pursuant to a consent decree or otherwise, no
indemnification either for said payment or for any other expenses
shall be provided unless such compromise shall be approved as in
the best interests of the corporation, after notice that it
involves such indemnification: (a) by a disinterested majority of
the directors then in office; or (b) by a majority of the
disinterested directors then in office, provided that there has
been obtained an opinion in writing of independent legal counsel to
the effect that such director or officer appears to have acted in
good faith in the reasonable belief that his action was in the best
interests of the corporatiOn; or (c) by the holders of a majority
of the outstanding stock at the time entitled to vote for
directors, voting as a single class, exclusive of any stock owned
by any interested director or officer. The right of
indemnification hereby provided shall not be exclusive of or affect
any other rights to which any director or officer may be entitled.
As used in this Section, the terms "director" and "officer" include
their respective heirs, executors and administrators, and an
"interested" director or officer is one against whom in such
capacity the proceedings in question or another proceeding on the
same or similar grounds is then pending. Nothing contained in this
Section shall affect any rights to indemnification to which
corporate personnel other than directors and officers may be
entitled by contract or otherwise under law.
Expenses, including but not limited to counsel fees and
disbursements, incurred by any director or officer in defending any
such action, suit or other proceeding may be paid from time to time
by the corporation in advance of the final disposition of such
action, suit or other proceeding upon receipt of an undertaking by
the person indemnified to repay such payment if he shall be
adjudicated to be not entitled to indemnification under this
section, which undertaking may be accepted without reference to the
financial ability of such person to make repayments.
If in an action, suit or other proceeding brought by or in the
name of the corporation, a director of the corporation is held not
liable for monetary damages whether because that director is
relieved of personal liability under the exculpatory provisions of
Article 6.8 of the Articles of Organization of the corporation or
otherwise, that director shall be deemed to have met the standard
of conduct required for, and consequently shall be entitled to,
indemnification for expenses reasonably incurred in the defense of
such action, suit or other proceeding.
SECTION 10.
CORPORATE SEAL
The seal of the corporation shall, subject to alteration by the
directors, consist of the name of the corporation and the words
"Athol, Mass., U.S.A.", arranged in circular form in the outside
circle of a die, and the words "Corporate Seal" and a
representation of a square, caliper and micrometer gage combined,
in the inside of the circle.
SECTION 11.
EXECUTION OF PAPERS
Except as the directors may generally or in particular cases
authorize the execution thereof in some other manner, all deeds,
leases, transfers, contracts, bonds, notes, checks, drafts and
other obligations made, accepted or endorsed by the corporation
shall be signed by the president or by one of the vice presidents
or by the treasurer.
SECTION 12.
FISCAL YEAR
Except as from time to time otherwise provided by the Board of
Directors, the fiscal year of the corporation shall end on the last
Saturday in June in each year.
SECTION 13.
AMENDMENTS
These by-laws may be altered, amended or repealed at any annual
or special meeting of the stockholders called for the purpose, of
which the notice shall specify the subject matter of the proposed
alteration, amendment or repeal or the sections to be affected
thereby, by vote of the stockholders, or if there shall be two or
more classes or series of stock entitled to vote on the question,
by vote of each such class or series. These by-laws may also be
altered, amended or repealed by vote of the majority of the
directors then in office, except that the directors shall not take
any action which provides for indemnification of directors or
affects the powers of directors or officers to contract with the
corporation, nor any action to amend this Section 13, and except
that the directors shall not take any action unless permitted by
law.
Any by-law so altered, amended or repealed by the directors may
be further altered or amended or reinstated by the stockholders in
the above manner.
