<PAGE>
Form 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period June 28, 1997
----------------
OR
[ ] Transition Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission File No. 0-26646
---------------
General Scanning Inc.
(Exact name of registrant as specified in its charter)
Massachusetts 04-2445884
(State of incorporation) (I.R.S. Employer No.)
500 Arsenal Street
Watertown, Massachusetts 02172
(Address of principal executive offices)
Telephone: (617) 924-1010
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 [ ]
As of July 7, 1997, there were 12,042,799 shares of Common Stock, $.01 par
value, outstanding.
<PAGE>
General Scanning Inc.
Table of Contents
Page
----
Part I - Financial Information:
Item 1. Financial Statements
Consolidated Balance Sheets................................ 3
Consolidated Statements of Income.......................... 4
Consolidated Statements of Cash Flows...................... 5
Notes to Consolidated Financial Statements................. 6-7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations................... 8-11
Part II - Other Information............................................. 12-13
Signatures.............................................................. 14
2
<PAGE>
General Scanning Inc. and Subsidiaries
Consolidated Balance Sheets
(in thousands, except share data)
<TABLE>
<CAPTION>
June 28, Dec. 31,
1997 1996
---- ----
(unaudited)
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents............................................................ $ 18,974 $ 17,655
Accounts receivable, less allowance of $911 in 1997 and $867 in 1996................. 37,115 32,213
Inventories.......................................................................... 27,931 26,051
Deferred tax and other current assets................................................ 5,184 5,603
--------- ---------
Total current assets............................................................. 89,204 81,522
--------- ---------
Property, plant and equipment, net of accumulated depreciation
of $25,956 in 1997 and $24,285 in 1996.............................................. 12,415 12,922
Other assets........................................................................... 395 428
Intangible assets, net of amortization of $1,795 in 1997 and $1,753 in 1996............ 659 701
--------- ---------
$ 102,673 $ 95,573
========= =========
Liabilities and Stockholders' Equity
Current liabilities:
Notes payable to banks and current portion of long-term debt......................... $ 3,333 $ 3,030
Accounts payable..................................................................... 9,032 7,025
Accrued expenses and income taxes.................................................... 13,403 13,787
--------- ---------
Total current liabilities........................................................ 25,768 23,842
--------- ---------
Long-term debt due after one year...................................................... 1,541 1,549
Deferred compensation.................................................................. 2,166 1,893
Stockholders' equity:
Preferred stock, $.01 par value; authorized 1,000,000
shares; issued and outstanding - none............................................. - -
Common stock, $.01 par value; authorized 15,000,000
shares; issued 12,406,872 in 1997 and 12,245,655 in 1996.......................... 124 122
Additional paid-in capital........................................................... 44,331 43,657
Retained earnings.................................................................... 30,041 25,685
Cumulative translation adjustment.................................................... (709) (587)
Treasury stock, at cost; 366,073 shares in 1997 and 365,995 in 1996.................. (589) (588)
--------- ---------
Total stockholders' equity....................................................... 73,198 68,289
--------- ---------
$ 102,673 $ 95,573
========= =========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
3
<PAGE>
General Scanning Inc. and Subsidiaries
Consolidated Statements of Income (unaudited)
(in thousands, except share data)
<TABLE>
<CAPTION>
Three months ended Six months ended
--------------------------- ---------------------------
June 28, June 29, June 28, June 29,
1997 1996 1997 1996
---------- --------- ---------- ----------
<S> <C> <C> <C> <C>
Sales:
Laser systems and components..................... $ 37,504 $ 34,522 $ 68,613 $ 65,872
Thermal printers................................. 5,210 6,148 11,818 12,482
---------- --------- ---------- ----------
Total sales................................. 42,714 40,670 80,431 78,354
---------- --------- ---------- ----------
Cost of sales:
Laser systems and components..................... 19,977 18,677 36,074 35,355
Thermal printers................................. 2,919 3,491 6,466 7,119
---------- --------- ---------- ----------
Total cost of sales......................... 22,896 22,168 42,540 42,474
---------- --------- ---------- ----------
Gross profit:
Laser systems and components..................... 17,527 15,845 32,539 30,517
Thermal printers................................. 2,291 2,657 5,352 5,363
---------- --------- ---------- ----------
Total gross profit.......................... 19,818 18,502 37,891 35,880
---------- --------- ---------- ----------
Operating expenses:
Research and product development................. 4,978 4,534 9,930 9,137
Selling, general and administrative.............. 11,103 10,376 21,424 20,279
---------- --------- ---------- ----------
Total operating expenses.................... 16,081 14,910 31,354 29,416
---------- --------- ---------- ----------
Income from operations................................ 3,737 3,592 6,537 6,464
Interest income, net.................................. 165 32 263 157
Foreign exchange transaction gains (losses)........... 11 (42) (99) (61)
---------- --------- ---------- ----------
Income before income taxes............................ 3,913 3,582 6,701 6,560
Income taxes.......................................... 1,367 1,683 2,345 3,083
---------- --------- ---------- ----------
Net income............................................ $ 2,546 $ 1,899 $ 4,356 $ 3,477
========== ========= ========== ==========
Net income per common and
common equivalent shares outstanding............. $ 0.20 $ 0.15 $ 0.35 $ 0.28
========== ========= ========== ==========
Weighted average common and
common equivalent shares outstanding............. 12,552,618 12,513,046 12,508,860 12,467,700
========== ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
4
<PAGE>
General Scanning Inc. and Subsidiaries
Consolidated Statements of Cash Flows (unaudited)
(in thousands)
<TABLE>
<CAPTION>
Six months ended
---------------------------------
June 28, June 29,
1997 1996
--------------- --------------
<S> <C> <C>
Cash flows from operating activities:
Net income.................................................................. $ 4,356 $ 3,477
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization........................................... 1,810 1,198
Deferred compensation................................................... 273 270
Changes in current assets and liabilities:
Accounts receivable..................................................... (5,110) (6,111)
Inventories............................................................. (1,907) (3,594)
Other current assets.................................................... 390 (652)
Accounts payable, accrued expenses, and taxes payable................... 1,584 838
------------- -------------
Net cash provided by (used in) operating activities......................... 1,396 (4,574)
------------- -------------
Cash flows from investing activities:
Purchase of property, plant, and equipment.................................. (1,292) (4,806)
Decrease in other assets.................................................... 40 21
------------- -------------
Net cash (used in) investing activities..................................... (1,252) (4,785)
------------- -------------
Cash flows from financing activities:
Proceeds from notes payable to banks and others............................. 6,275 11,708
(Payments ) on notes payable to banks and others............................ (6,066) (4,989)
(Payments) on long-term debt................................................ (8) -
Proceeds from exercise of stock options, including tax effects.............. 676 849
------------- -------------
Net cash provided by financing activities................................... 877 7,568
------------- -------------
Effect of exchange rate changes on cash and cash equivalents................ 298 216
------------- -------------
Increase (decrease) in cash and cash equivalents............................ 1,319 (1,575)
Cash and cash equivalents, beginning of period.............................. 17,655 25,695
------------- -------------
Cash and cash equivalents, end of period.................................... $ 18,974 $ 24,120
============= =============
Supplemental disclosure of cash flow information:
Cash paid during the period for :
Interest............................................................... $ 219 $ 502
Income taxes........................................................... $ 1,900 $ 3,599
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
5
<PAGE>
General Scanning Inc. and Subsidiaries
Notes to Consolidated Financial Statements (unaudited)
1. Basis of Presentation
---------------------
The unaudited interim financial statements presented herein have been
prepared in accordance with generally accepted accounting principles for interim
financial statements and with the instructions to Form 10-Q and Regulation S-X
pertaining to interim financial statements. Accordingly, these interim financial
statements do not include all information and footnotes required by generally
accepted accounting principles for complete financial statements. The financial
statements reflect all adjustments and accruals, which are of a normal recurring
nature, which management considers necessary for a fair presentation of
financial position and results of operations for the periods presented. The
financial statements should be read in conjunction with the consolidated
financial statements and notes thereto included in the Company's Form 10-K for
the year ended December 31, 1996. The results for the interim periods are not
necessarily indicative of results to be expected for the year or any future
periods.
The consolidated financial statements include the accounts of General
Scanning Inc. and its wholly-owned subsidiaries. All significant intercompany
accounts and transactions have been eliminated in consolidation.
On August 27, 1996, the Company completed its acquisition of View
Engineering, Inc., a California company, by issuing 1,437,060 shares of General
Scanning Inc. common stock (after giving effect to certain adjustments at the
closing) in exchange for all of View's outstanding shares of capital stock,
accrued preferred dividends and the net value of warrants and options. View
Engineering, Inc. uses laser image processing technology to serve applications
requiring precision inspection, measurement and process control. The transaction
has been accounted for as a pooling of interests for accounting purposes and,
accordingly, the accompanying consolidated financial statements have been
retroactively restated to include the accounts of View Engineering, Inc. for all
the 1996 periods presented. Merger expenses of $1,950,000 were recorded in the
quarter ended September 28, 1996 and primarily include brokers fees and legal
and accounting costs. The following is a reconciliation of certain restated
amounts with amounts previously reported.
<TABLE>
<CAPTION>
(in thousands except per share data) Periods ended
June 29, 1996
------------------------
Three Six
months months
<S> <C> <C>
Sales:
General Scanning Inc. $33,934 $66,461
View Engineering, Inc. 6,736 11,893
------------------------
As restated $40,670 $78,354
========================
Net income:
General Scanning Inc. $2,656 $5,088
View Engineering, Inc. (757) (1,611)
------------------------
As restated $1,899 $3,477
========================
Net income per share:
General Scanning Inc. $0.24 $0.46
View Engineering, Inc. (0.09) (0.18)
------------------------
As restated $0.15 $0.28
========================
</TABLE>
6
<PAGE>
2. Net Income per Share of Common Stock
------------------------------------
Net income per common and common equivalent share is computed using the
weighted average number of common shares and dilutive common equivalent shares
outstanding during each period. Dilutive common equivalent shares, consisting of
outstanding stock options and warrants, are determined using the treasury stock
method. Fully diluted net income per common and common equivalent share has not
been presented as it is not materially different from primary net income per
common and common equivalent share or is anti-dilutive.
3. Cash Equivalents
----------------
Cash equivalents, which consist of investments in money market funds, are
highly liquid investments with original maturity dates of less than three
months.
4. Inventories
-----------
Inventories, which include materials, labor, and manufacturing overhead, are
stated at the lower of cost (first-in, first-out) or market. The components of
inventory are:
<TABLE>
<CAPTION>
June 28, Dec. 31,
1997 1996
------- -------
<S> <C> <C>
Materials $12,402 $12,572
Work-in-process 6,744 5,341
Finished goods 8,785 8,138
------- -------
$27,931 $26,051
======= =======
</TABLE>
5. New Accounting Standard
-----------------------
In March 1997, the Financial Accounting Standards Board issued SFAS No. 128,
Earnings Per Share. SFAS No. 128 establishes standards for computing and
presenting earnings per share and applies to entities with publicly held common
stock. This statement is effective for fiscal years ending after December 15,
1997 and early adoption is not permitted. When adopted, the statement will
require restatement of prior years' earnings per share. The Company will adopt
this statement for its fiscal year ending December 31, 1997 and does not believe
that the effect of the adoption of this standard would be materially different
from the amounts presented in the accompanying statements of income.
7
<PAGE>
General Scanning Inc.
Management's Discussion and Analysis of Financial Condition
and Results of Operations
Overview
General Scanning is a leading manufacturer of laser systems and components, and
thermal printers. In the six months ended June 28, 1997 and in the fiscal year
1996, 85% and 84%, respectively, of the Company's revenues were derived from
sales of laser systems and components, and the balance was derived from sales of
thermal printers. Sales of laser systems and components in the six months ended
June 28, 1997 and in the fiscal year 1996 grew 4% and 28%, respectively, over
sales for this segment in the comparable prior period in 1996 and 1995,
respectively. Thermal printer sales in the six months ended June 28, 1997 and in
the fiscal year 1996 decreased 5% and increased 8%, respectively, over the
comparable prior period in 1996 and 1995, respectively.
The Company sells its laser systems primarily to manufacturers of products
containing advanced electronic components and circuitry. In addition, the
Company produces a line of laser subsystems and components which are used in the
Company's own systems, as well as sold to other manufacturers of laser systems.
Over two-thirds of the Company's net sales of laser systems and components have
been, and are expected to continue to be, dependent upon customer capital
expenditures which are, in turn, affected by business cycles in the markets
served by those customers. The Company's strategy is to expand applications for
its products into different and varied markets in order to limit its dependency
on any one market, but it may not be successful in doing so.
The Company also sells thermal printers to manufacturers of medical equipment
for patient care monitoring. This segment of the Company's business has not
experienced significant cyclicality in the past.
Product prices have remained relatively stable during the periods covered by
this discussion, and price fluctuations did not have a material effect on
reported gross profit.
In August 1996, the Company completed its acquisition of View Engineering, Inc.
("View") by issuing 1,437,060 shares of General Scanning common stock. The
transaction was accounted for as a pooling of interests and, accordingly, the
consolidated financial statements for the 1996 periods have been retroactively
restated to include the accounts of View. View employs laser image processing
technology to serve applications requiring precision inspection, measurement and
process control in several industries.
Results of Operations
Three months ended June 28, 1997 and June 29, 1996
Sales. Total sales were $42.7 million for the three months ended June 28, 1997,
an increase of 5% over $40.7 million in sales in the three month period ended
June 29, 1996. Laser systems and component sales increased 9% to $37.5 million
from $34.5 million in the comparable period of 1996 primarily due to systems
sales to the semiconductor, consumer electronics and automotive sensor markets.
Thermal printer sales decreased 15% to $5.2 million from $6.1 million in the
comparable period of 1996 primarily due to scheduling patterns from its OEM
customer base, not from basic changes in demand for product. Laser systems and
components sales, as a percentage of total sales, increased to 88% in the three
months ended June 28, 1997 from 85% of total sales in the comparable period of
1996. International sales, many of which are denominated in foreign currencies,
were approximately 46% and 39% of total sales in the quarters ended June 28,
1997 and June 29, 1996, respectively.
Gross profit. Total gross profit was $19.8 million, or 46% of sales, for the
three months ended June 28, 1997, compared to $18.5 million, or 45% of sales,
for the three month period ended June 29, 1996. Laser
8
<PAGE>
systems and components gross profit increased to 47% in the three months ended
June 28, 1997 from 46% for the comparable three month period of 1996. Thermal
printers gross profit increased to 44% in the three months ended June 28, 1997
from 43% for the comparable three month period of 1996.
Research and product development. Research and product development expenses
increased to $5.0 million, or 12% of sales, for the three months ended June 28,
1997, from $4.5 million, or 11% of sales, for the three month period ended June
29, 1996. This increase was primarily due to the addition of personnel and
related costs to support the development of new laser systems and components.
Selling, general and administrative. Selling, general and administrative
expenses increased to $11.1 million in the three months ended June 28, 1997 from
$10.4 million in the comparable period of 1996. This increase was primarily due
to the addition of sales and marketing support personnel and related costs
incurred in supporting increased sales, particularly in overseas locations, and
to an increase in legal costs associated with various legal proceedings, as
discussed in the Company's 1996 Form 10-K. These expenses were 26% of sales in
both periods.
Interest. Net interest income was $165,000 for the three-month period ended June
28, 1997 compared to net interest income of $32,000 for the comparable period in
1996. This increase in net interest income was primarily due to a decrease in
bank borrowings and other debt in the 1997 period, resulting in lower interest
expense.
Foreign exchange. Foreign exchange transactions resulted in a gain of $11,000 in
the three months ended June 28, 1997 compared to a loss of $42,000 in the
comparable period of 1996. Gains and losses are incurred when the Company's net
receivables denominated in certain currencies, including yen, deutsche marks and
other major European currencies, are not fully hedged. The Company continues to
utilize foreign exchange forward contracts, primarily to reduce the impact of
foreign currency fluctuations arising from intercompany balances.
Income tax. The effective income tax rate for the Company was 35% in the three
months ended June 28, 1997 compared to 47% in the three months ended June 29,
1996. The income tax rate used in the 1997 period reflects the effective income
tax rate currently expected for the full fiscal year. The higher effective tax
rate in 1996 was primarily due to certain non-deductible merger expenses
incurred for the acquisition of View and View's 1996 preacquisition losses which
could not be used to offset General Scanning's profit for tax purposes. In
accordance with tax law and regulations, the ability of the Company to utilize
preacquisition losses of View is subject to certain restrictions.
Net income. Net income for the three months ended June 28, 1997 increased 34% to
$2.5 million, or $0.20 per share based upon 12.6 million common and common
equivalent shares outstanding, compared to $1.9 million in net income, or $0.15
per share based upon 12.5 million common and common equivalent shares
outstanding in the second quarter of 1996.
Backlog. Backlog at June 28, 1997 was approximately $51 million compared to $42
million at March 30, 1997 and $36 million at December 31, 1996.
Six months ended June 28, 1997 and June 29, 1996
Sales. Total sales were $80.4 million for the six months ended June 28, 1997, an
increase of 3% over $78.4 million in sales in the six month period ended June
29, 1996. Laser systems and component sales increased 4% to $68.6 million from
$65.9 million in the comparable period of 1996 primarily due to systems sales to
the semiconductor, consumer electronics and automotive sensor markets. Thermal
printer sales decreased 5% to $11.8 million from $12.5 million in the comparable
period of 1996 primarily due to scheduling patterns from its OEM customer base,
not from basic changes in demand for product. Laser systems and components
sales, as a percentage of total sales, increased to 85% in the six months ended
June 28, 1997 from 84% of total sales in the comparable period of 1996.
International sales, many of
9
<PAGE>
which are denominated in foreign currencies, were approximately 42% and 40% of
total sales in the six months ended June 28, 1997 and June 29, 1996,
respectively.
Gross profit. Total gross profit was $37.9 million, or 47% of sales, for the six
months ended June 28, 1997, compared to $35.9 million, or 46% of sales, for the
six month period ended June 29, 1996. Laser systems and components gross profit
increased to 47% in the six months ended June 28, 1997 from 46% for the
comparable six month period of 1996. Thermal printers gross profit increased to
45% in the six months ended June 28, 1997 from 43% for the comparable six month
period of 1996 primarily due to changes in product mix.
Research and product development. Research and product development expenses
increased to $9.9 million, or 12% of sales, for the six months ended June 28,
1997 from $9.1 million, or 12% of sales, for the six month period ended June 29,
1996. This increase was primarily due to the addition of personnel and related
costs to support the development of new laser systems and components. Because
the development of new products is vital to its continued success, the Company
expects to maintain similar levels of research and product development expenses
as a percentage of sales over the long term.
Selling, general and administrative. Selling, general and administrative
expenses increased to $21.4 million for the six months ended June 28, 1997 from
$20.3 million in the comparable period of 1996. This increase was primarily due
to the addition of sales and marketing support personnel and related costs
incurred in supporting increased sales, particularly in overseas locations, and
to an increase in legal costs associated with various legal proceedings, as
discussed in the Company's 1996 Form 10-K. These expenses were 27% of sales in
the six months ended June 28, 1997 compared to 26% of sales in the comparable
period of 1996.
Interest. Net interest income was $263,000 in the first six months of 1997
compared to net interest income of $157,000 in the comparable period of 1996.
Foreign exchange. Foreign exchange transactions resulted in a loss of $99,000 in
the six months ended June 28, 1997 compared to a loss of $61,000 in the
comparable period of 1996. Gains and losses are incurred when the Company's net
receivables denominated in certain currencies, including yen, deutsche marks and
other major European currencies, are not fully hedged. The Company continues to
utilize foreign exchange forward contracts, primarily to reduce the impact of
foreign currency fluctuations arising from intercompany balances.
Income tax. The effective income tax rate for the Company was 35% in the six
months ended June 28, 1997 compared to 47% in the six months ended June 29,
1996. The income tax rate used in the 1997 period reflects the effective income
tax rate currently expected for the full fiscal year. The higher effective tax
rate in 1996 was primarily due to certain non-deductible merger expenses
incurred for the acquisition of View and View's 1996 preacquisition losses which
could not be used to offset General Scanning's profit for tax purposes. In
accordance with tax law and regulations, the ability of the Company to utilize
preacquisition losses of View is subject to certain restrictions.
Net income. Net income for the six months ended June 28, 1997 increased 25% to
$4.4 million, or $0.35 per share based upon 12.5 million common and common
equivalent shares outstanding, compared to $3.5 million in net income, or $0.28
per share based upon 12.5 million common and common equivalent shares
outstanding in the comparable six month period of 1996.
Liquidity and Capital Resources
Cash and cash equivalents totaled $19.0 million on June 28, 1997 compared to
$17.7 million on December 31, 1996. During the first six months of 1997, $1.4
million was provided by operating activities, $0.9 was provided by financing
activities and $1.3 million was used in investing activities.
10
<PAGE>
Net income of $4.4 million in the first six months of 1997, supplemented by non-
cash charges for depreciation and amortization and deferred compensation
totaling $2.1 million, were partially offset by a net increase in working
capital of $4.9 million, resulting in $1.4 million provided by operating
activities.
Capital expenditures were $1.3 million for the six months ended June 28, 1997,
primarily representing additions to machinery and equipment.
The Company's bank credit agreement, which expires on December 31, 1998,
provides for borrowings up to $10 million. Borrowings bear interest at the
London InterBank Offered Rate (LIBOR) plus one and one-half percent, or prime,
determined at the time of borrowing. Bank lines of credit are provided to the
Company's foreign operations with a maximum availability of $4 million at a
negotiated interest rate approximating the appropriate country's prime rate. At
June 28, 1997, $3.3 million, denominated in yen, was outstanding under the lines
of credit. The bank credit agreement requires compliance with certain financial
ratios.
The Company believes that its existing cash, together with cash generated from
future operations and its existing bank line of credit, will be sufficient to
satisfy anticipated cash needs to fund working capital and investments in
manufacturing facilities and equipment for its existing businesses over the next
two years. The Company may, from time to time, as market and business conditions
warrant, invest in or acquire complementary businesses, products or
technologies. The Company may require additional equity or debt financings to
fund such activities, which could result in additional dilution to the Company's
shareholders.
To the extent this analysis discusses financial projections, information or
expectations about General Scanning's products or markets, or otherwise makes
statements about the future, such statements are forward looking and are subject
to a number of risks and uncertainties that could cause actual results to differ
materially from the statements made. These factors include the fact that the
Company's sales have been, and are expected to continue to be, dependent upon
customer capital equipment expenditures which are, in turn, affected by business
cycles in the markets served by those customers. Other factors include continued
volatility in the semiconductor industry, the risk of order delays and
cancellations, the risk of delays by our OEM customers in introducing their new
products and market acceptance of those products incorporating subsystems
supplied by the Company, similar risks to the Company in delays in new product
introductions and market acceptance of our new products, and other risks
detailed in the Company's Form 10-K that has been filed in connection with the
1996 fiscal year.
11
<PAGE>
General Scanning Inc.
Part II. Other Information
Item 1. Legal proceedings
-----------------
View Engineering v. Robotic Vision Systems, Inc., USDC Case No. 95-
1882 On July 8, 1997, the U.S. Court of Appeals for the Federal
Circuit affirmed a U.S. District Court summary judgment in favor of
View Engineering, Inc. Additional information is set forth in Item 3
of the Company's 1996 Form 10-K.
View Engineering v. Robotic Vision Systems, Inc., USDC Case No. 95-
7441 On May 1, 1997, the U.S. Court of Appeals for the Federal Circuit
vacated a U.S. District Court summary judgment in favor of View
Engineering, Inc. The case will go to trial subsequent to a period of
discovery. Additional information is set forth in Item 3 of the
Company's 1996 Form 10-K.
Item 2. Changes in Securities
---------------------
As reported on Form 8-K dated April 30, 1997, on April 30, 1997, the
Board of Directors of the Company adopted a Stock Purchase Rights Plan
and declared a dividend distribution of one preferred share purchase
right for each outstanding share of common stock, par value $.01 per
share, of the Company.
Item 3. Defaults upon Senior Securities
-------------------------------
None
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
An Annual Meeting of Stockholders was held on April 17, 1997. The
following matters were acted upon:
a. The election of two Class II directors to serve for the ensuing
three years. Mr. Pierre J. Brosens was elected as Director with
8,790,132 votes cast for, 14,491 votes withheld and zero votes
abstained. Mr. Richard B. Black was elected as Director with 8,790,302
votes cast for, 14,321 votes withheld and zero votes abstained. Class
I Directors, whose term of office expires in 1998, are Jean I.
Montagu, Paul F. Ferrari and James R. Turner. Class III Directors,
whose term of office expires in 1999, are Charles D. Winston and
Woodie C. Flowers.
b. The ratification of the selection by the Board of Directors of
Arthur Andersen LLP to serve as the Company's independent auditors for
the fiscal year ending December 31, 1997. Of the votes cast, there
were 8,793,067 votes for the ratification, 5,520 votes withheld, and
6,036 votes abstained.
Item 5. Other Information
-----------------
None
12
<PAGE>
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
a) Exhibits
-----------
Exhibit 27 - Financial Data Schedule
b) Reports on Form 8-K
----------------------
One report, dated April 30, 1997, on Form 8-K was filed during the
quarter ended June 28, 1997, pursuant to Item 5, Other Events, of that
form. The Registrant reported that, on April 30, 1997, the Board of
Directors of the Company adopted a Stock Purchase Rights Plan and
declared a dividend distribution of one preferred share purchase right
for each outstanding share of common stock, par value $.01 per share,
of the Company.
13
<PAGE>
General Scanning Inc.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
/s/ Charles D. Winston Date: July 25, 1997
- ----------------------
Charles D. Winston
President and
Chief Executive Officer
/s/ Victor H. Woolley Date: July 25, 1997
- ---------------------
Victor H. Woolley
Vice President Finance and
Chief Financial Officer
14
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-28-1997
<CASH> 18,974
<SECURITIES> 0
<RECEIVABLES> 38,026
<ALLOWANCES> 911
<INVENTORY> 27,931
<CURRENT-ASSETS> 89,204
<PP&E> 38,371
<DEPRECIATION> 25,956
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0
0
<COMMON> 124
<OTHER-SE> 73,074
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<SALES> 80,431
<TOTAL-REVENUES> 80,431
<CGS> 42,540
<TOTAL-COSTS> 42,540
<OTHER-EXPENSES> 31,354
<LOSS-PROVISION> 44
<INTEREST-EXPENSE> (263)
<INCOME-PRETAX> 6,701
<INCOME-TAX> 2,345
<INCOME-CONTINUING> 4,356
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<EXTRAORDINARY> 0
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<NET-INCOME> 4,356
<EPS-PRIMARY> .20
<EPS-DILUTED> .20
</TABLE>
