<PAGE>
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended May 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____ to ____
Commission file number 333-16891
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A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
SpeedFam Employees' Savings and Profit Sharing Plan and Trust
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
SpeedFam International, Inc.
7406 West Detroit
Charden, Arizona 85226
REQUIRED INFORMATION
The following financial statements 4. In lieu of the requirements of
shall be furnished for the plan: Items 1-3 above, plans subject to
ERISA may file plan financial
1. An audited statement of statements and schedules prepared in
financial condition as of the end accordance with the financial
of the latest two fiscal years of reporting requirements of ERISA. To
the plan (or such lesser period as the extent required by ERISA, the
the plan has been in existence). plan financial statements shall be
examined by an independent
2. An audited statement of income accountant, except that the "limited
and changes in plan equity for scope exemption" contained in Section
each of the latest three fiscal 103(a)(3)(C) of ERISA shall not be
years of the plan (or such lesser available.
period as the plan has been in
existence).
Note: A written consent of the
3. The statements required by accountant is required with respect
Items 1 and 2 shall be prepared in to the plan annual financial
accordance with the applicable statements which have been
provisions of Article 6A of incorporated by reference in a
Regulation S-X (17 CFR registration statement on Form S-8
210.6A-01-.6A-05). under the Securities Act of 1933.
The consent should be filed as an
exhibit to this annual report. Such
consent shall be currently dated and
manually signed.
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FAMTEC EMPLOYEES' SAVINGS AND
PROFIT SHARING PLAN AND TRUST
FINANCIAL STATEMENTS
MAY 31, 1996 AND 1995
(WITH INDEPENDENT AUDITORS' REPORT THEREON)
Katz & Miller, Certified Public Accountants, Chicago, Illinois
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FAMTEC EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN AND TRUST
Table of Contents
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<TABLE>
<CAPTION>
Page
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<S> <C>
Independent Auditors' Report 1
Financial Statements:
Statements of Net Assets Available
for Benefits 2
Statements of Changes in Net Assets
Available for Benefits 3
Notes to Financial Statements 4
Summary of Participants' Equity 7
Katz & Miller, Certified Public Accountants, Chicago, Illinois
</TABLE>
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[LETTERHEAD OF KATZ & MILLER]
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Board of Trustees of
FamTec Employees' Savings and Profit Sharing Plan and Trust
We have audited the accompanying statements of net assets available for benefits
of FamTec Employee's Savings and Profit Sharing Plan and Trust as of May 31,
1996 and 1995, and the related statements of changes in net assets available for
benefits for the years then ended. These financial statements are the
responsibility of the Plan'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, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
May 31, 1996 and 1995, and the changes in its net assets available for benefits
for the years then ended in conformity with generally accepted accounting
principles.
Our examinations were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of
participants' equity is presented for the purposes of additional analysis and is
not a required part of the basic financial statements. The supplemental
schedule has been subjected to the auditing procedures applied in the audits of
the basic financial statements and, in our opinion, is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
/s/ Katz & Miller
September 13, 1996
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<TABLE>
<CAPTION>
FAMTEC EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN AND TRUST
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
MAY 31, 1996 AND 1995
1996 1995
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ASSETS
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<S> <C> <C>
Cash and short-term investments $ 944,059 $ 568,277
Accrued interest receivable 28,687 28,380
Employer's contributions receivable:
SpeedFam International, Inc. 1,206,169 20,002
Met-Coil Ltd. USA Branch 2,640 2,071
Employee's contributions receivable:
Met-Coil Ltd. USA Branch 744 816
Loans to participants 47,846 77,018
Miscellaneous receivable 144
Investment securities at fair value 11,571,647 4,366,512
----------- ----------
Net Assets Available For
Benefits $13,801,936 $5,063,076
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</TABLE>
See Notes to Financial Statements and Independent Auditors' Report
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<PAGE>
FAMTEC EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN AND TRUST
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED MAY 31, 1996 AND 1995
<TABLE>
<CAPTION>
1996 1995
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<S> <C> <C>
Investment income:
Interest $ 133,196 $ 117,232
Dividends 44,923 37,041
Net appreciation in fair value of
investment securities 7,352,864 497,728
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Net income from investments 7,530,983 652,001
Employer's contributions:
SpeedFam International, Inc. 1,206,169 20,002
Met-Coil Ltd. USA Branch 2,640 2,071
Employee's contributions:
SpeedFam International, Inc. 400,891 275,583
Met-Coil Ltd. USA Branch 8,802 6,905
Distributions to participants:
SpeedFam International, Inc. (410,625) (141,711)
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Net increase in assets available
for benefits 8,738,860 814,851
Net assets available for benefits:
Beginning of year 5,063,076 4,248,225
----------- ----------
End of year $13,801,936 $5,063,076
=========== ==========
</TABLE>
See Notes to Financial Statements and Independent Auditors' Report
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FAMTEC EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
NOTE 1 DESCRIPTION OF PLAN AND TRUST
-----------------------------
The following description of the Plan and Trust is provided for
general information purposes only. The Plan agreement is the sole
source for a complete description of the Plan's provisions.
(a) The Plan is a defined contribution plan established by SpeedFam
International, Inc. (formerly FamTec International, Inc.) and any
of its affiliates and subsidiaries (the Company) that adopts the
plan.
(b) Employees of the Company are eligible to participate in the
401(k) provisions of the Plan as of the 1st day of June or
December after commencing employment and in the profit sharing
provisions of the Plan as of the 1st day of June after commencing
employment.
(c) Participants' accounts are 100% vested. Company accounts become
100% vested at date of retirement, death, disability, or, in the
event of earlier resignation or dismissal, at various rates from
20% to 100% based upon years of service ranging from 2 to 6
years.
(d) Benefits may be distributed in any one of the following methods;
(i) lump sum; (ii) periodic payments; or (iii) purchase of a
joint and survivor annuity contract.
(e) The Company and its affiliates pay administrative expenses on
behalf of the Plan and Trust.
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
------------------------------------------
(a) The accompanying financial statements have been prepared on the
accrual basis.
(b) Investment securities are carried at fair value.
(c) Gain or loss on disposal of investment securities is determined
on an average cost basis.
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FAMTEC EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
NOTE 3 INVESTMENT SECURITIES
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The following table presents the market value of investment
securities. Individual investments that represent 5% or more of the
Trust's assets are separately identified.
<TABLE>
<CAPTION>
1996 1995
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Principal Principal
INVESTMENTS AT FAIR amount or amount or
VALUE AS DETERMINED BY number of Market number of Market
QUOTED MARKET PRICE shares value shares value
- ------------------------ --------- ----------- --------- ----------
<S> <C> <C> <C> <C>
SpeedFam International, Inc.
common stock 351,380 $ 7,203,290
U.S. Government securities $800,000 820,320 $550,000 $ 888,707
Corporate bonds $325,000 325,543 $175,000 184,973
Municipal bonds $ 50,000 49,725 $ 50,000 48,355
Common stocks 74,243 3,172,769 55,623 1,967,960
INVESTMENTS AT ESTIMATED
FAIR VALUE
- ------------------------
SpeedFam International, Inc. 20,669 1,276,517
common stock ----------- ----------
$11,571,647 $4,366,512
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</TABLE>
On October 10, 1995, the shares of SpeedFam International, Inc. (formerly FamTec
International, Inc.) were listed on the NASDAQ stock exchange. At May 31, 1996,
the quoted market price was $20.50 per share.
For 1995, the valuation of the common stock of the company was determined by an
established formula based on net worth and net earnings of the most recent five
year period.
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FAMTEC EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
NOTE 3 INVESTMENT SECURITIES - CONTINUED
---------------------------------
During 1996 and 1995 the Trust's investments (including investments bought,
sold, and held during the year) appreciated (depreciated) in value as follows:
NET CHANGE IN FAIR VALUE
<TABLE>
<CAPTION>
1996 1995
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<S> <C> <C>
INVESTMENTS AT FAIR VALUE AS DETERMINED
BY QUOTED MARKET PRICE
- ---------------------------------------
SpeedFam International, Inc. common stock $6,621,272
U.S. Government securities (18,387) $ 11,446
Corporate and municipal bonds (7,960) (10)
Common stocks 756,446 206,550
Short term investments 1,493 711
INVESTMENTS AT ESTIMATED FAIR VALUE
- -----------------------------------
SpeedFam International, Inc. common stock 279,031
---------- -------
$7,352,864 $497,728
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</TABLE>
NOTE 4 FEDERAL INCOME TAXES
--------------------
A favorable determination letter from the Internal Revenue Service
stating that the Plan and Trust qualified under Sections 401(a) and
501(a), respectively, of the Internal Revenue Code has been received.
NOTE 5 PLAN TERMINATION
----------------
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and
to terminate the Plan subject to the provisions of the Employee
Retirement Income Security Act of 1974. In the event of plan
termination, participants will be 100% vested in their accounts.
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<PAGE>
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the employee benefit plan)
have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
SPEEDFAM EMPLOYEES' SAVINGS AND PROFIT
SHARING PLAN AND TRUST
/s/ Roger K. Marach
-----------------------------------------
Roger K. Marach
Co-Trustee
<PAGE>
Exhibit Index
Number Description
23.1 Consent of Katz & Miller
<PAGE>
Exhibit 23.1
[LETTERHEAD OF KATZ & MILLER]
The Board of Trustees of
FamTec Employees' Savings and Profit Sharing Plan and Trust
We consent to incorporation by reference in the registration statement on Form
S-8 as filed on November 27, 1996 of FamTec Employees' Savings and Profit
Sharing Plan and Trust of our report dated September 13, 1996, relating to the
Statements of Net Assets Available for Benefits of FamTec Employees' Savings and
Profit Sharing Plan and Trust as of May 31, 1996 and 1995, and the related
Statements of Changes in Net Assets Available for Benefits for each of the years
in the two-year period ended May 31, 1996, and all related schedules, which
report appears in the May 31, 1996 annual report on Form 11-K of FamTec
Employees' Savings and Profit Sharing Plan and Trust.
/s/ Katz & Miller
Chicago, Illinois
November 25, 1996
