================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended July 31, 1998
-------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to___________.
Commission File Number 0-5958
------
MERIDIAN MEDICAL TECHNOLOGIES, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 52-0898764
-------- ----------
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
10240 Old Columbia Road, Columbia, Maryland 21046
- ------------------------------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 410-309-6830
------------
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.10 par value
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 any amendment
to this Form 10-K. [ ]
As of October 26, 1998, the aggregate market value of voting stock held
by non-affiliates of the Registrant, based on the average of the high and low
sales prices of such stock reported by the National Association of Securities
Dealers, Inc. on such date, was approximately $17.5 million.
There were 2,990,930 shares of Registrant's common stock outstanding as
of September 30, 1998
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Meridian Medical Technologies, Inc. definitive Proxy Statement
for the Annual Meeting of Shareholders for the fiscal year ended July 31, 1998
are incorporated by reference into Part III of this Form 10-K.
Page 1 of 12
<PAGE>
2
This Amendment to the Form 10-K filed with the Securities and Exchange
Commission on October 29, 1998 amends and supercedes the Part IV filed with such
Form 10-K.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS FORM 8-K
(a) The following documents are included under Item 8 in this report:
1. Financial Statements:
Consolidated Balance Sheets at July 31, 1998 and 1997.
Consolidated Statements of Operations for the years ended July
31, 1998 and 1997, the month ended July 31, 1996, and the
year ended June 30, 1996.
Consolidated Statements of Shareholders' Equity for the years
ended July 31, 1998 and 1997, the month ended July 31,
1996, and the year ended June 30, 1996.
Consolidated Statements of Cash Flows for the years ended July
31, 1998 and 1997, the month ended July 31, 1996, and the
year ended June 30, 1996.
Notes to Consolidated Financial Statements.
Reports of Independent Auditors.
The above-listed financial statements are included in Item 8
to the Form 10-K.
2. Financial Statement Schedule:
The following financial statement schedule immediately precedes
the signatures to this report:
Schedule II - Valuation and Qualifying Accounts
All other schedules are omitted because they are immaterial,
not applicable or the required information is shown in the
consolidated financial statements or the notes thereto.
<PAGE>
3
3. Exhibits:
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
- ----------- ----------------------
<S> <C>
(3.1) The Company's Bylaws (As Amended). Incorporated by reference to the Company's Annual Report on
Form 10-K for the year ended July 31, 1997.
(3.2) First Amended and Restated Certificate of Incorporation and certification of the amendment of
first amended and restated Certificate of Incorporation. Incorporated by reference to the
Company's Annual Report on Form 10-K for the year ended July 31, 1997.
(4.1) Form of warrant to be issued by the Registrant to former holders of Brunswick preferred stock.
Incorporated by reference herein from Exhibit 4.1 to Form 8-K filed by the Registrant dated
December 5, 1996.
(4.2) Forms of warrants assumed and to be issued by the Registrant in connection with the merger with
Brunswick. Incorporated by reference herein from Exhibit 4.1 to Form 8-K filed by the Registrant
dated December 5, 1996.
(4.3) Form of warrant issued to the Estate of Stanley J. Sarnoff, assumed by the Registrant.
Incorporated by reference herein from Exhibit 4b to Schedule 13D filed by Brunswick dated April
15, 1996.
(10.1) Indenture of Lease, dated January 1, 1982, between Survival Technology, Inc. and Abraham M.
Morrison, Incorporated by reference to Exhibit (10.1) to the Company's Annual Report on Form 10-K
for the year ended July 31, 1988 (File No. 0-5958).
(10.4) Survival Technology, Inc., 1982 Stock Option Plan. Incorporated by reference to Exhibit (4.4) to
Registration Statement No. 2-80908 on Form S-8.*
(10.5) Survival Technology, Inc. 1986 Stock Option Plan (As Amended). Incorporated by reference to
Exhibit (4.2) to Registration Statement No. 33-46981 on Form S-8.*
(10.6) Contract SP0200-96-D-001 dated October 27, 1995 between the U.S. Government (Defense Personnel
Support Center) and the Company. Incorporated by reference to Exhibit (10.6) to the Company's
Annual Report on Form 10-K for the year ended July 31, 1996 (File No. 0-5958).
(10.6.1) Contract SP0200-96-D-0001 modification No. 8004 dated October 15, 1996 between the U.S. Government
(Defense Personnel Support Center) and the Company. Incorporated by reference to Exhibit (10.6) to
the Company's Annual Report on Form 10-K for the year ended July 31, 1996 (File No. 0-5958).
(10.7) Agreement dated as of January 1, 1987 between Center Laboratories, a division of EM Industries,
Inc. and the Company. Incorporated by reference to Exhibit (10.11) to the Company's Annual Report
on Form 10-K for the year ended July 31, 1988 (File No. 0-5958).
(10.7.1) Letter Agreement dated as of January 31, 1990 between Center Laboratories, a division of EM
Industries, Inc. and the Company. Incorporated by reference to Exhibit (10.10.1) to the Company's
Annual Report on Form 10-K for the year ended July 31, 1990.
</TABLE>
<PAGE>
4
<TABLE>
<S> <C>
(10.8) Agreement dated June 23, 1981 between Survival Technology, Inc, and American Home Products
Corporation. Incorporated by reference to Exhibit (10.12) to the Company's Annual Report on Form
10-K for the year ended July 31, 1988 (File No. 0-5958).
(10.8.1) License Agreement dated April 20, 1982 between Survival Technology, Inc. and American Home
Products Corporation. Incorporated by reference to Exhibit (10.12.1) to the Company's Annual
Report on Form 10-K for the year ended July 31, 1988 (File No. 0-5958).
(10.10) Development, Manufacturing and Supply Agreement between Mylan Laboratories, Inc. and Survival
Technology, Inc. dated August 31, 1993. Incorporated by reference to Exhibit (10.11) to the
Company's Annual Report on Form 10-K for the year ended July 31, 1993 (File No. 0-5958).
(10.10.1) Development, Manufacturing and Supply Amendment Agreement dated July 28, 1994 between Mylan
Laboratories, Inc. and Survival Technology, Inc. Incorporated by reference to Exhibit (10.12.1) to
the Company's Annual Report on Form 10-K for the year ended July 31, 1994.
(10.11) Lease Agreement dated August 26, 1991 between Pru Beta 2 and the Company. Incorporated by
reference to Exhibit (10.12) the Company's Annual Report on Form 10-K for the year ended July 31,
1991 (File No. 0-5958).
(10.12) Change in Control Agreement dated January 10, 1996 between Mark D. Ruby and the Company.
Incorporated by reference to Exhibit (10.12.3) to the Company's Annual Report on Form 10-K for the
year ended July 31, 1996 (File No. 0-5958). *
(10.13) Commitment letter dated May 4, 1995 between the CIT Group/Equipment, Financing Inc., and the
Company. Incorporated by reference to Exhibit (10.15) to the Company's Annual Report on Form 10-K
for the year ended July 31, 1995 (File No. 0-5958).
(10.15) Credit Agreement, dated as of April 15, 1996, among Brunswick, as the Borrower, Various Lenders
and Internationale Nederlanden (U.S.) Capital Corporation as the Agent for the Lenders
(incorporated by reference herein Exhibit 1 to Schedule 13D filed by ING (U.S.) Investment
Corporation dated December 2, 1996).
(10.16) Warrant Purchase Agreement, dated as of April 15, 1996, between Brunswick and Internationale
Nederlanden (U.S.) Capital Corporation (incorporated by reference herein from Exhibit 2 to
Schedule 13D filed by ING (U.S.) Investment Corporation dated December 2, 1996)
(10.17) Registration Rights Agreement, dated as of April 15, 1996, between Brunswick and Internationale
Nederlanden (U.S.) Capital Corporation (incorporation by reference herein from Exhibit 3 to
Schedule 13D filed by ING (U.S.) Investment Corporation dated December 2, 1996).
</TABLE>
<PAGE>
5
<TABLE>
<S> <C>
(10.18) First Amendment to Credit Agreement, dated as October 25, 1996, between Brunswick and
Internationale Nederlanden (U.S.) Capital Corporation (incorporation by reference herein from
Exhibit 4 to Schedule 13D filed by ING (U.S.) Investment Corporation dated December 2, 1996).
(10.18.1) Second Amendment to Credit Agreement, date September 2, 1997 between Meridian Medical
Technologies, Inc. and Internationale Nederlanden (U.S.) Capital Corporation. Incorporated by
reference to the Company's Annual Report on Form 10-K for the year ended July 31, 1997
(10.19) First Amendment to warrant Purchase Agreement, dated as of October 25, 1996, between Brunswick and
Internationale Nederlanden (U.S.) Capital Corporation (incorporated by reference herein from
Exhibit 5 to Schedule 13D filed by ING (U.S.) Investment Corporation dated December 2, 1996).
(10.20) Assumption Agreement to the Credit Agreement, dated as of November 20, 1996, between Meridian
Medical Technologies, Inc. and Internationale Nederlanden (U.S.) Capital Corporation (incorporated
by reference herein from Exhibit 6 to Schedule 13D filed by ING (U.S.) Investment Corporation
dated December 2, 1996).
(10.21) Assumption Agreement to the Warrant Purchase Agreement, dated as of November 20, 1996, between
Meridian Medical Technologies, Inc. and Internationale Nederlanden (U.S.) Capital Corporation
(incorporated by reference herein from Exhibit 7 to Schedule 13D filed by ING (U.S.) Investment
Corporation dated December 2, 1996).
(10.22) $10,000,000 Term Note of Meridian Medical Technologies, Inc. dated November 20, 1996 (incorporated
by reference herein from Exhibit 9 to Schedule 13D filed by ING (U.S.) Investment Corporation
dated December 2, 1996).
(10.23) $15,000,000 Revolving Note of Meridian Medical Technologies, Inc. dated November 20, 1996
(incorporated by reference herein from Exhibit 10 to Schedule 13D filed by ING (U.S.) Investment
Corporation dated December 2, 1996).
(10.24) Warrant Certificate for 90,912 Warrants of Meridian Medical Technologies, Inc. Certificate No. 1
(incorporated by reference herein from Exhibit 10 to Schedule 13D filed by ING (U.S.) Investment
Corporation dated December 2, 1996).
(10.25) Warrant Certificate for 83,579 Warrants of Meridian Medical Technologies, Inc. - Certificate No. 1
(incorporated by reference herein from Exhibit 11 to Schedule 13D filed by ING (U.S.) Investment
Corporation dated December 2, 1996).
(10.26) Employment agreement with James H. Miller, dated November 20, 1996. Incorporated by reference to
the Company's Form 10K for the year ended July 31, 1996 (File No. 0-5958).*
(10.27) Form of Registration Rights Agreement with former Brunswick stockholders (Incorporated by
reference to the Company's Form 10K for the year ended July 31, 1996. (File No. 0-5958).
(10.28) Note and Warrant Purchase Agreement dated as of April 30, 1998. Incorporated by reference to the
Company's Form 10-Q for the quarter ended April 30, 1998.
</TABLE>
<PAGE>
6
<TABLE>
<S> <C>
(10.29) Registration Rights Agreement dated as of April 30, 1998. Incorporated by reference to the
Company's Form 10-Q for the quarter ended April 30, 1998.
(10.30) Warrant Agreement dated as of April 30, 1998. Incorporated by reference to the Company's Form 10-Q
for the quarter ended April 30, 1998.
(10.31) First Amendment to the Note and Warrant Purchase Agreement dated October 15, 1998. Filed
herewith.**
(10.32) Fifth Amendment to the Credit Agreement dated October 15, 1998. Filed herewith. **
(22) A list of the Company's subsidiaries is not provided because they, considered in the aggregate as
a single subsidiary, would not constitute a significant subsidiary as of the end of the year
covered by this report.
(23.1) Consent of Independent Accountant - Ernst and Young, LLP. Filed herewith.**
(23.2) Consents of Independent Accountant - Price Waterhouse, LLP. Filed herewith **
(27.0) Financial Data Schedule dated July 31, 1998. Filed herewith. **
</TABLE>
* Management contract, compensatory plan or arrangement.
** Filed with the Annual Report on Form 10-K on October 29, 1998.
(b) Reports on Form 8-K:
A report on Form 8-K, dated May 8, 1998, was filed on May 8,
1998 reporting on the EpiPen recall pursuant to Item 5. No
other Current Reports were filed under Form 8-K for the
quarter ended July 31, 1998.
<PAGE>
7
SCHEDULE II
MERIDIAN MEDICAL TECHNOLOGIES, INC.
VALUATION AND QUALIFYING ACCOUNTS
<TABLE>
<CAPTION>
Additions Additions
Balance at Charged to Charged to
Beginning of other Costs and Write-off Balance at
Period Accounts (1) Expenses Deductions End of Period
------ ------------ -------- ---------- -------------
<S> <C> <C> <C> <C> <C>
For the year ended July 31, 1998
- --------------------------------
Allowance for doubtful accounts $ 247,800 $ - $ 76,980 $ - $ 324,800
Inventory reserves $ 546,300 $ - $ 92,600 $ 180,000 $ 458,900
Restructuring reserves $ 123,800 $ - $ - $ 2,000 $ 121,800
=========== =========== ========== =========== ===========
For the year ended July 31, 1997
- --------------------------------
Allowance for doubtful accounts $ 45,000 $ - $ 292,000 $ 89,200 $ 247,800
Inventory reserves $ 293,500 $ - $ 695,200 $ 442,400 $ 546,300
Restructuring reserves $ 640,400 $ - $ 64,300 $ 580,900 $ 123,800
=========== =========== ========== =========== ===========
For the month ended July 31, 1996
- --------------------------------
Allowance for doubtful accounts $ 45,000 $ - $ - $ - $ 45,000
Inventory reserves $ 293,500 $ - $ - $ - $ 293,500
Restructuring reserves $ 640,400 $ - $ - $ - $ 640,400
=========== =========== ========== =========== ===========
For the year ended June 30, 1996
- --------------------------------
Allowance for doubtful accounts $ 66,000 $ 24,500 $ 20,600 $ 66,100 $ 45,000
Inventory reserves $ - $ 640,400 $ 209,700 $ 556,600 $ 293,500
Restructuring reserves $ - $ 481,600 $ 225,800 $ 67,000 $ 640,400
=========== =========== ========== =========== ===========
</TABLE>
(1) Additions resulting from the acquisition of STI by Brunswick
<PAGE>
8
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this amendment to be signed on its
behalf by the undersigned, thereunto duly authorized.
MERIDIAN MEDICAL TECHNOLOGIES, INC.
(Registrant)
By /s/ James H. Miller
----------------------
James H. Miller
Chairman of the Board
President & CEO
Dated: November 4, 1998
<PAGE>
9
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
- ----------- ----------------------
<S> <C>
(3.1) The Company's Bylaws (As Amended). Incorporated by reference to the Company's Annual Report on
Form 10-K for the year ended July 31, 1997.
(3.2) First Amended and Restated Certificate of Incorporation and certification of the amendment of
first amended and restated Certificate of Incorporation. Incorporated by reference to the
Company's Annual Report on Form 10-K for the year ended July 31, 1997.
(4.1) Form of warrant to be issued by the Registrant to former holders of Brunswick preferred stock.
Incorporated by reference herein from Exhibit 4.1 to Form 8-K filed by the Registrant dated
December 5, 1996.
(4.2) Forms of warrants assumed and to be issued by the Registrant in connection with the merger with
Brunswick. Incorporated by reference herein from Exhibit 4.1 to Form 8-K filed by the Registrant
dated December 5, 1996.
(4.3) Form of warrant issued to the Estate of Stanley J. Sarnoff, assumed by the Registrant.
Incorporated by reference herein from Exhibit 4b to Schedule 13D filed by Brunswick dated April
15, 1996.
(10.1) Indenture of Lease, dated January 1, 1982, between Survival Technology, Inc. and Abraham M.
Morrison, Incorporated by reference to Exhibit (10.1) to the Company's Annual Report on Form
10-K for the year ended July 31, 1988 (File No. 0-5958).
(10.4) Survival Technology, Inc., 1982 Stock Option Plan. Incorporated by reference to Exhibit (4.4)
to Registration Statement No. 2-80908 on Form S-8.*
(10.5) Survival Technology, Inc. 1986 Stock Option Plan (As Amended). Incorporated by reference to
Exhibit (4.2) to Registration Statement No. 33-46981 on Form S-8.*
(10.6) Contract SP0200-96-D-001 dated October 27, 1995 between the U.S. Government (Defense Personnel
Support Center) and the Company. Incorporated by reference to Exhibit (10.6) to the Company's
Annual Report on Form 10-K for the year ended July 31, 1996 (File No. 0-5958).
(10.6.1) Contract SP0200-96-D-0001 modification No. 8004 dated October 15, 1996 between the U.S. Government
(Defense Personnel Support Center) and the Company. Incorporated by reference to Exhibit (10.6) to
the Company's Annual Report on Form 10-K for the year ended July 31, 1996 (File No. 0-5958).
(10.7) Agreement dated as of January 1, 1987 between Center Laboratories, a division of EM Industries,
Inc. and the Company. Incorporated by reference to Exhibit (10.11) to the Company's Annual
Report on Form 10-K for the year ended July 31, 1988 (File No. 0-5958).
(10.7.1) Letter Agreement dated as of January 31, 1990 between Center Laboratories, a division of EM
Industries, Inc. and the Company. Incorporated by reference to Exhibit (10.10.1) to the Company's
Annual Report on Form 10-K for the year ended July 31, 1990.
</TABLE>
<PAGE>
10
<TABLE>
<S> <C>
(10.8) Agreement dated June 23, 1981 between Survival Technology, Inc, and American Home Products
Corporation. Incorporated by reference to Exhibit (10.12) to the Company's Annual Report on
Form 10-K for the year ended July 31, 1988 (File No. 0-5958).
(10.8.1) License Agreement dated April 20, 1982 between Survival Technology, Inc. and American Home
Products Corporation. Incorporated by reference to Exhibit (10.12.1) to the Company's Annual
Report on Form 10-K for the year ended July 31, 1988 (File No. 0-5958).
(10.10) Development, Manufacturing and Supply Agreement between Mylan Laboratories, Inc. and Survival
Technology, Inc. dated August 31, 1993. Incorporated by reference to Exhibit (10.11) to the
Company's Annual Report on Form 10-K for the year ended July 31, 1993 (File No. 0-5958).
(10.10.1) Development, Manufacturing and Supply Amendment Agreement dated July 28, 1994 between Mylan
Laboratories, Inc. and Survival Technology, Inc. Incorporated by reference to Exhibit (10.12.1) to
the Company's Annual Report on Form 10-K for the year ended July 31, 1994.
(10.11) Lease Agreement dated August 26, 1991 between Pru Beta 2 and the Company. Incorporated by reference
to Exhibit (10.12) the Company's Annual Report on Form 10-K for the year ended July 31, 1991 (File
No. 0-5958).
(10.12) Change in Control Agreement dated January 10, 1996 between Mark D. Ruby and the Company.
Incorporated by reference to Exhibit (10.12.3) to the Company's Annual Report on Form 10-K for
the year ended July 31, 1996 (File No. 0-5958).*
(10.13) Commitment letter dated May 4, 1995 between the CIT Group/Equipment, Financing Inc., and the
Company. Incorporated by reference to Exhibit (10.15) to the Company's Annual Report on Form
10-K for the year ended July 31, 1995 (File No. 0-5958).
(10.15) Credit Agreement, dated as of April 15, 1996, among Brunswick, as the Borrower, Various Lenders and
Internationale Nederlanden (U.S.) Capital Corporation as the Agent for the Lenders (incorporated by
reference herein Exhibit 1 to Schedule 13D filed by ING (U.S.) Investment Corporation dated December
2, 1996).
(10.16) Warrant Purchase Agreement, dated as of April 15, 1996, between Brunswick and Internationale
Nederlanden (U.S.) Capital Corporation (incorporated by reference herein from Exhibit 2 to Schedule
13D filed by ING (U.S.) Investment Corporation dated December 2, 1996)
(10.17) Registration Rights Agreement, dated as of April 15, 1996, between Brunswick and Internationale
Nederlanden (U.S.) Capital Corporation (incorporation by reference herein from Exhibit 3 to
Schedule 13D filed by ING (U.S.) Investment Corporation dated December 2, 1996).
(10.18) First Amendment to Credit Agreement, dated as October 25, 1996, between Brunswick and Internationale
Nederlanden (U.S.) Capital Corporation (incorporation by reference herein from Exhibit 4 to Schedule
13D filed by ING (U.S.) Investment Corporation dated December 2, 1996).
</TABLE>
<PAGE>
11
<TABLE>
<S> <C>
(10.18.1) Second Amendment to Credit Agreement, date September 2, 1997 between Meridian Medical
Technologies, Inc. and Internationale Nederlanden (U.S.) Capital Corporation. Incorporated by
reference to the Company's Annual Report on Form 10-K for the year ended July 31, 1997
(10.19) First Amendment to warrant Purchase Agreement, dated as of October 25, 1996, between Brunswick
and Internationale Nederlanden (U.S.) Capital Corporation (incorporated by reference herein
from Exhibit 5 to Schedule 13D filed by ING (U.S.) Investment Corporation dated December 2,
1996).
(10.20) Assumption Agreement to the Credit Agreement, dated as of November 20, 1996, between Meridian Medical
Technologies, Inc. and Internationale Nederlanden (U.S.) Capital Corporation (incorporated by
reference herein from Exhibit 6 to Schedule 13D filed by ING (U.S.) Investment Corporation dated
December 2, 1996).
(10.21) Assumption Agreement to the Warrant Purchase Agreement, dated as of November 20, 1996, between
Meridian Medical Technologies, Inc. and Internationale Nederlanden (U.S.) Capital Corporation
(incorporated by reference herein from Exhibit 7 to Schedule 13D filed by ING (U.S.) Investment
Corporation dated December 2, 1996).
(10.22) $10,000,000 Term Note of Meridian Medical Technologies, Inc. dated November 20, 1996
(incorporated by reference herein from Exhibit 9 to Schedule 13D filed by ING (U.S.) Investment
Corporation dated December 2, 1996).
(10.23) $15,000,000 Revolving Note of Meridian Medical Technologies, Inc. dated November 20, 1996
(incorporated by reference herein from Exhibit 10 to Schedule 13D filed by ING (U.S.)
Investment Corporation dated December 2, 1996).
(10.24) Warrant Certificate for 90,912 Warrants of Meridian Medical Technologies, Inc. Certificate No.
1 (incorporated by reference herein from Exhibit 10 to Schedule 13D filed by ING (U.S.)
Investment Corporation dated December 2, 1996).
(10.25) Warrant Certificate for 83,579 Warrants of Meridian Medical Technologies, Inc. - Certificate
No. 1 (incorporated by reference herein from Exhibit 11 to Schedule 13D filed by ING (U.S.)
Investment Corporation dated December 2, 1996).
(10.26) Employment agreement with James H. Miller, dated November 20, 1996.Incorporated by reference to the
Company's Form 10K for the year ended July 31, 1996 (File No. 0-5958).*
(10.27) Form of Registration Rights Agreement with former Brunswick stockholders (Incorporated by
reference to the Company's Form 10K for the year ended July 31, 1996.(File No.0-5958).
(10.28) Note and Warrant Purchase Agreement dated as of April 30, 1998. Incorporated by reference to
the Company's Form 10-Q for the quarter ended April 30, 1998.
(10.29) Registration Rights Agreement dated as of April 30, 1998. Incorporated by reference to the
Company's Form 10-Q for the quarter ended April 30, 1998.
(10.30) Warrant Agreement dated as of April 30, 1998. Incorporated by reference to the Company's Form
10-Q for the quarter ended April 30, 1998.
(10.31) First Amendment to the Note and Warrant Purchase Agreement dated October 15, 1998. Filed
herewith.**
</TABLE>
<PAGE>
12
<TABLE>
<S> <C>
(10.32) Fifth Amendment to the Credit Agreement dated October 15, 1998. Filed herewith.**
(22) A list of the Company's subsidiaries is not provided because they, considered in the aggregate as a
single subsidiary, would not constitute a significant subsidiary as of the end of the year covered by
this report.
(23.1) Consent of Independent Accountant- Ernst and Young, LLP. Filed herewith.**
(23.2) Consents of Independent Accountant- Price Waterhouse, LLP. Filed herewith.**
(27.0) Financial Data Schedule dated July 31, 1998. Filed herewith.**
</TABLE>
* Management contract, compensatory plan or arrangement.
** Filed with the Annual Report on Form 10-K on October 29, 1998.
