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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the Fiscal year ended DECEMBER 29, 1995 Commission File No. 0-4466
COMPUTER PRODUCTS, INC.
-----------------------
(Exact name of Registrant as specified in its charter)
FLORIDA 59-1205269
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(STATE OR OTHER (I.R.S.
JURISDICTION OF EMPLOYER
INCORPORATION) IDENTIFICATION
NO.)
7900 GLADES ROAD, SUITE 500, 33434-4105
- ---------------------------- ----------
BOCA RATON, FL (ZIP CODE)
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(Address of principal
executive offices)
(407) 451-1000
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(Registrant's telephone number, including area code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
COMMON STOCK, $.01 PAR VALUE
COMMON STOCK PURCHASE RIGHTS
----------------------------
(Title of each class)
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 periods 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 [ ].
The aggregate market value of the voting stock held by non-affiliates of the
Registrant as of March 15, 1996 was approximately $210 million.
As of March 15, 1996, 23,020,265 shares of the Registrant's $.01 par value
common stock were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Company's annual shareholders' report for the year ended
December 29, 1995 (the "Annual Report") are incorporated by reference into Parts
I and II.
Portions of the Company's proxy statement for the annual meeting of shareholders
to be held May 2, 1996 are incorporated by reference into Part III.
PART I
ITEM 1. BUSINESS
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GENERAL
The Company was incorporated under the laws of the State of Florida in 1968.
Unless the context indicates otherwise, as used herein the term "Company" means
Computer Products, Inc. and its consolidated subsidiaries.
Computer Products, Inc. (the "Company") designs, develops, manufactures and
markets the following lines of electronic products and systems:
(1) power conversion products for electronic equipment used in commercial and
industrial applications requiring a precise and constant voltage level
for proper operation;
(2) industrial automation hardware and software systems and components which
are used in computer-directed process control and data acquisition
applications; and
(3) high performance single-board computers, systems and subsystems for real-
time applications.
PRODUCTS
The following table sets forth sales of the Company's product lines (after
elimination of intercompany transactions) during the fiscal years indicated
($000s):
1995 1994 1993
--------- --------- ---------
Power Conversion $155,426 $117,995 $ 94,501
Computer Systems 19,026 18,198 16,053
Industrial Automation 16,926 18,607 13,236
--------- --------- ---------
Total $191,378 $154,800 $123,790
========= ========= =========
For further information on sales, particularly with respect to foreign and
intercompany sales, refer to Note 17 of the Consolidated Financial Statements
in the Annual Report, which is incorporated herein by reference.
POWER CONVERSION
The Company is one of the leading suppliers of power supplies, power
converters and distributed power systems to the communications industry.
According to independent industry sources, the Company ranks among the top
ten independent power supply manufacturers in sales volume worldwide.
Product offerings include over 300 standard products, in addition to custom
designed products, distributed through multiple sales channels.
Power Conversion's products include AC-to-DC power supplies and modular DC-
to-DC converters that focus on the worldwide communications market including
networking, data communications, telecommunications, and wireless
infrastructure. Computer, industrial and instrumentation markets are also
served. AC-to-DC power supplies are used to convert alternating electric
current (the form in which virtually all electric current is delivered by
utility companies) to a precisely controlled direct current. Direct current
is required to operate virtually all solid state electronic equipment. DC-
to-DC converters are used to convert a particular direct current voltage into
another (higher or lower) direct current voltage that is required by the
electronic device to which it is connected.
It is the Company's objective to provide the fastest time-to-market for
engineered power solutions and to produce a broad range of high quality
standard products to meet customers' needs. Ranging from 3 to 1500 watts,
the Company currently offers standard power products in over 1,000
configurations and accommodates a wide variety of customer applications. The
products can be configured as open frames, enclosed or encapsuled. The
Company's products are tested by regulatory agencies for safety and are also
tested for compliance with a variety of international emissions standards.
The Company's Power Conversion activities are carried on principally through
its Power Conversion North America Division, located in Boston,
Massachusetts, and Fremont, California, Power Conversion Europe,
headquartered in Youghal, Ireland, Computer Products Asia-Pacific Limited in
Hong Kong, and in Zhongshan, China.
COMPUTER SYSTEMS
The Computer Systems division designs and manufactures high performance board-
level computers and communication controllers, integrating them with real-time
operating system software, enclosures and peripherals to form complete systems
for communications and other real-time applications.
The products are designed around and incorporate industry standards which permit
easy portability to a variety of applications. The technology relies on popular
and powerful microprocessors from sources such as Motorola, Intel and MIPS. The
primary product line combines both the worldwide industry standard VMEbus, which
defines physical board size and signal characteristics for the interconnection
of microprocessors, and popular real-time operating system software.
Application requirements for these products usually include environments
requiring rapid computer response time with high quality processing
capabilities, such as communications.
Computer Systems has recently introduced the Baja product family. The Baja
utilizes a MIPS 4700 processor that takes advantage of the very high speed
processing capability of the MIPS 4000 family of RISC-based microprocessors.
Baja also includes two industry standard PCI Mezzanine Bus Connectors (PMC)
which gives the user the flexibility of adding standard modules such as ATM or
Fast Ethernet to meet their application needs. The Company believes that
Computer Systems' Nitro family of products based on the Motorola 68060 and 68040
CISC processors has been well received by the communications industry. Both
CISC and RISC based single-board computers have powerful networking,
communications and peripheral interfaces that provide the latest features
available for VMEbus products.
Computer Systems' customers are primarily original equipment manufacturers
(OEMs), who use the products for high speed telecommunications applications.
They are also used in other areas such as medical instrumentation, airplane and
weapons training simulators, process control, industrial automation and traffic
control systems. Management believes that the market for VMEbus and real-time
products will expand as communications companies move from proprietary to open
systems in order to speed time to market and enhance upgrade capability.
Computer Systems' products are manufactured in Madison, Wisconsin.
INDUSTRIAL AUTOMATION
Industrial Automation's product line consists of electronic real-time
input/output subsystems, intelligent controllers and software that are
utilized in data acquisition, monitoring and control of processes in
industrial automation. The Company's products are characterized by their
ability to measure and process data at high speeds on a continuous `real-
time''basis. These products are used in a broad range of industries
including utilities, metals, glass, automotive, paper and food processing as
well as in training simulators and research and development laboratories.
Industrial Automation's products provide the interfaces linking sensors and
actuators to a computer or controller. In general, sensors convert physical
phenomena, such as pressure, temperature, flow and weight, into electrical
signals, while actuators provide the force required to adjust devices
controlling such physical phenomena and other aspects of industrial
processes. Such electrical signals are not standardized and occur in a broad
range of voltages and currents.
The Company has recently focused on modularity and connectivity as strategies
to expand its customer base in this industrial market area. The modularity
engineered into the product provides customers with maximum flexibility to
modify, update and expand process control systems without requiring
replacement of existing systems. Connectivity further enhances the product
line's ability to communicate with third-party hardware and software products
through industry standard interfaces and networks.
The Company believes that Industrial Automation has bridged the gap between
existing products with minicomputers and microcomputers commonly used in
today's process environment. The introduction of the RTP 2000 product
provides industrial customers with a data acquisition and control solution
utilizing an embedded Intel 486 controller and industry standard software.
The Company has established arrangements with several third party software
companies offering bundled hardware and software solutions for the industrial
process market.
Industrial Automation's products, generally available as standard products,
are used in a wide range of plant and laboratory environments. These
products are offered with a large number of options that are designed to
enable them to perform numerous special functions and, when required, meet or
exceed the design specifications for safety-related equipment used in nuclear
power plants. In addition, the Company maintains a special engineering group
to assist customers who require special hardware solutions.
Industrial Automation's products are manufactured in Pompano Beach, Florida.
MARKETING AND DISTRIBUTION
The Company's distribution channels consist of distributors, independent
manufacturers' representatives, and a direct sales team. The business of the
Company is not seasonal in nature.
Power Conversion products are sold directly to OEMs, private-label customers and
distributors. In addition, the Company's sales and engineering personnel
supervise and provide technical assistance to independent domestic sales
representatives and to domestic and foreign distributors.
Industrial Automation and Computer Systems products are marketed domestically
through independent sales representative organizations. Substantially all
foreign sales are made through independent foreign distributors and foreign
trading companies. Both Industrial Automation and Computer Systems manage some
sales on a direct basis.
One customer accounted for 11% of the Company's consolidated sales during fiscal
1995. The Company does not believe that the loss of any single customer would
have a materially adverse effect on its business.
The Company has derived a significant portion of its sales in recent years from
its international operations. Thus, the Company's future operations and
financial results could be significantly affected by international factors, such
as changes in foreign currency exchange rates or political instability. The
Company's operating strategy and pricing take into account changes in exchange
rates over time. However, the Company's future results of operations may be
significantly affected in the short term by fluctuations in foreign currency
exchange rates. See Note 17 of the Notes to Consolidated Financial Statements,
incorporated herein by reference, for additional information.
MATERIALS AND COMPONENTS
The manufacture of the Company's products requires a wide variety of materials
and components. The Company has multiple external sources for most of the
materials and components used in its production processes, and it manufactures
certain of these components. Although the Company has from time to time
experienced shortages of certain supplies, such shortages have not resulted in
any significant disruptions in production. During 1995, the Company experienced
supply shortages of certain components which are expected to persist in 1996.
To compensate for these shortages, the Company acquired additional inventories
of certain components and intends to continue this practice on a selective basis
in 1996. The Company believes that there are adequate alternative sources of
supply to meet its requirements.
PATENTS
The Company believes that its future success is primarily dependent upon the
technical competence and creative skills of its personnel, rather than upon any
patent or other proprietary rights. However, the Company has protected certain
of its products with patents where appropriate and has defended, and will
continue to defend, its rights under these patents.
BACKLOG
Order backlog from continuing operations at December 29, 1995 was $52.1 million
as compared to $37.0 million at December 30, 1994. Historically, the effects of
changes and cancellations have not been significant to the Company's operations.
The Company expects to ship substantially all of its December 29, 1995 backlog
in the first six months of fiscal 1996.
COMPETITION
The Company faces intense competition from a significant number of companies.
Many of these competitors have resources, financial or otherwise, substantially
greater than those of the Company. Competitors include both independent
manufacturers of competing products, and manufacturers of overall electronic
systems and devices, who manufacture competing products on an "in-house" or
"captive" basis for use in their own systems or devices. Although a significant
portion of its present overall market is served on a "captive" or "in-house"
basis, the Company believes there is a trend toward the use of independent
manufacturers as a source of these products, as these items become more
technologically advanced and complex.
RESEARCH AND DEVELOPMENT
The Company maintains active research and development departments which are
engaged in the modification and improvement of existing products and the
development of new products. Expenditures for research and development during
the 1995, 1994, and 1993 fiscal years were approximately $16.1 million, $10.9
million, and $9.4 million, respectively. As a percentage of total sales,
research and development accounted for 8.4%, 7.0%, and 7.6% in 1995, 1994 and
1993, respectively. Research and development spending has increased in each of
the past three years as the Company invested in new product platforms to service
the communications industry. The Company views continued investment in research
and development as critical to its future growth and competitiveness and is
committed to continuing its efforts in new standard and custom product
development.
EMPLOYEES
The Company presently employs approximately 1,630 full-time people. In
addition, the Company presently has approximately 1,300 temporary employees
and contractors in its China facility. The Company's ability to conduct its
present and proposed activities would be impaired if the Company lost the
services of a significant number of its engineers and technicians and could
not readily replace them with comparable personnel. Although there is demand
for qualified technical personnel, the Company has not, to date, experienced
difficulty in attracting and retaining sufficient engineering and technical
personnel to meet its needs.
None of the Company's domestic employees is covered by collective bargaining
agreements. The Company considers its relations with its employees to be
satisfactory.
ENVIRONMENTAL MATTERS
Compliance with federal, state and local laws and regulations regulating the
discharge of materials into the environment has not had, and, under present
conditions the Company does not anticipate that such laws and regulations will
have, a material effect on the results of operations, capital expenditures or
competitive position of the Company.
ITEM 2. PROPERTIES
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The Company currently occupies approximately 442,000 square feet of office and
manufacturing space worldwide. In addition to the Company's principal executive
offices in Boca Raton, Florida, the Company maintains facilities in Boston,
Massachusetts; Fremont, California; Youghal, Ireland; Hong Kong; Pompano Beach,
Florida; and Madison, Wisconsin. Approximately 76% of the space utilized by the
Company is owned while the remainder is leased. Certain of the facilities owned
by the Company are subject to liens, which are described in Note 7 to the
Consolidated Financial Statements, incorporated herein by reference.
In addition to the above locations, the Company has leased sales offices located
in or near London, England; Paris, France; and Munich, Germany. The Company
considers the facilities described in this Item to be generally well-maintained,
adequate for its current needs and capable of supporting a reasonably higher
level of demand for its products.
ITEM 3. LEGAL PROCEEDINGS
-----------------
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
---------------------------------------------------
None.
ITEM 4A. EXECUTIVE OFFICERS
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Name Age Position(s) with the Company
- ---- --- ----------------------------
Joseph M. O'Donnell 49 President and Chief Executive Officer,
Director
Richard J. Thompson 46 Vice President - Finance, Chief Financial Officer,
Secretary, Treasurer
Robert J. Aebli 60 President - Computer Systems Division
Louis R. DeBartelo 55 President - Power Conversion North America
Gary J. Duffy 43 Managing Director - Power Conversion Europe
W.K. Lo 43 Managing Director - Power Conversion Asia-Pacific
Salvatore R. Provanzano 53 President - Industrial Automation Division
Joseph M. O'Donnell has served as President and Chief Executive Officer of the
Company since July 1994. Mr. O'Donnell served as Managing Director of O'Donnell
Associates, a consulting firm, from March 1994 to June 1994 and from October
1992 to September 1993; as Chief Executive Officer of Savin Corporation, an
office products distributor, from October 1993 to February 1994; and as
President and Chief Executive Officer of Go/Dan Industries, a manufacturer of
automotive parts, from June 1990 to September 1992. He is a Director of
Cincinnati Microwave, Inc., a manufacturer of consumer electronics, and a
Director of V-Band Corporation, a manufacturer of computer systems.
Richard J. Thompson has served as Vice President - Finance, Chief Financial
Officer, Secretary and Treasurer of the Company since June 1990. Prior to
joining the Company, Mr. Thompson served as Group Controller - Technical
Services and Controller - Pan Am/Asia Pacific at Control Data Corporation, a
multi-national computer company. Prior to 1986, Mr. Thompson held a variety of
managerial positions at Schlumberger Limited, an oil field services and
electronics company, including assignments in the Fairchild Semiconductor
subsidiary and oil field services industries as well as corporate staff
responsibilities.
Robert J. Aebli was appointed in November 1993 to the position of President of
Computer Systems. From 1991 to 1993 Mr. Aebli served as Vice President -
Operations of Contraves, Inc., a manufacturer of test and simulation systems,
and from 1987 to 1991, he was a principal of Booz, Allen & Hamilton, an
international management consulting organization, where his primary consulting
work focused on the simulation and training business.
Louis R. DeBartelo was appointed President of the Company's Power Conversion
North America Division in 1993. From 1992 to 1994 he served as President -
Power Conversion National Accounts Division and from 1990 to 1992 as President -
Power Conversion America. Prior to joining the Company, from 1987 to 1989, he
was President and Chief Executive Officer of ZAC Precision, Inc., a manufacturer
of precision parts for the computer industry.
Gary J. Duffy has served as Managing Director of the Company's European Power
Conversion Division since 1987, having held manufacturing and general management
positions since joining the Company in 1982. Prior to 1982, Mr. Duffy held
positions in materials and systems management with a European division of
Emerson Electric Corporation.
W.K. Lo has served as Managing Director of the Company's Power Conversion Asia-
Pacific division since 1988. Prior to joining the Company, Mr. Lo held
management positions from 1984 to 1988 with M.C. Packaging (Hong Kong) Limited,
a highly automated manufacturer of packaging containers. Prior to 1984, he held
various managerial positions with a manufacturing division of Union Carbide
Corporation.
Salvatore R. Provanzano was appointed in November 1993 to the position of
President -Industrial Automation division. Previously, Mr. Provanzano served as
Vice President - Product Research & Development for QMS, Inc., a manufacturer of
laser and color thermal transfer printers. From 1990 to 1992 he served as
General Manager - Customer Services of Foxboro Company, a manufacturer of
instrumentation and control systems.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
---------------------------------------------------------------------
The common stock of Computer Products, Inc. is traded on the NASDAQ national
stock market under the symbol CPRD. High and low sales prices of such stock and
the information pertaining to the number of record holders on page 30 of the
Annual Report for the year ended December 29, 1995 is incorporated herein by
reference.
The Registrant has not paid cash dividends in the past and no change in such
policy is anticipated. Future dividends, if any, will be determined by the
Board of Directors in light of the circumstances then existing, including the
Company's earnings and financial requirements and general business conditions.
The $25 million seven-year term loan and $20 million revolving credit facility
contain certain restrictive covenants which, among other things, require the
Company to maintain certain financial ratios and limit the purchase, redemption
or retirement of capital stock and other assets. No funds have been drawn on
the revolving credit facility.
ITEM 6. SELECTED FINANCIAL DATA
-----------------------
The Consolidated Five-Year Financial History on page 13 of the Annual Report for
the fiscal year ended December 29, 1995 is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
---------------------------------------------------------------
RESULTS OF OPERATIONS
---------------------
Management's Discussion and Analysis of Financial Condition and Results of
Operations included in the Annual Report for the fiscal year ended December 29,
1995 is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
-------------------------------------------
The Consolidated Financial Statements including Note 18, Selected Consolidated
Quarterly Data, included in the Annual Report for the fiscal year ended December
29, 1995 are incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
---------------------------------------------------------------
FINANCIAL DISCLOSURE
--------------------
None.
PART III
ITEMS 10, 11, 12 AND 13.
The information called for by that portion of Item 10 which relates to the
Directors of the Company, by Item 11 (Executive Compensation), Item 12 (Security
Ownership of Certain Beneficial Owners and Management) and Item 13 (Certain
Relationships and Related Transactions) is incorporated herein by reference from
the Company's definitive proxy statement for the Annual Meeting of Shareholders
to be filed with the Securities and Exchange Commission not later than 120 days
after the close of the fiscal year ended December 29, 1995. That portion of
Item 10 which relates to Executive Officers of the Company appears as Item 4A of
Part I of this Report.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE AND REPORTS ON FORM 8K.
--------------------------------------------------------------
(a) (1 and 2) List of Financial Statements and Financial Statement Schedule
-------------------------------------------------------------
The following consolidated financial statements of Computer Products, Inc. and
subsidiaries included in the Annual Report for the fiscal year ended December
29, 1995 are incorporated herein by reference in Item 8:
Consolidated Statements of Operations -- Years Ended on the Friday nearest
December 31, 1995, 1994 and 1993
Consolidated Statements of Financial Condition -- as of the Friday nearest
December 31, 1995 and 1994
Consolidated Statements of Cash Flows -- Years Ended on the Friday nearest
December 31, 1995, 1994 and 1993
Consolidated Statements of Shareholders' Equity -- Years Ended on the
Friday nearest December 31, 1995, 1994 and 1993
Notes to Consolidated Financial Statements
Report of Independent Certified Public Accountants
The following consolidated financial statement schedule of Computer Products,
Inc. is included in response to Item 14(a) (2):
Schedule II - Valuation and Qualifying Accounts
Schedules other than that listed above have been omitted because they are either
not required or not applicable, or because the required information has been
included in the consolidated financial statements or notes thereto.
(a) (3) Exhibits
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3.1 Articles of Incorporation of the Company, as amended, on May 15, 1989 -
incorporated by reference to Exhibit 3.1 of Registrant's Annual Report on
Form 10-K for the fiscal year ended December 28, 1989.
3.2 By-laws of the Company, as amended, effective October 16, 1990 -
incorporated by reference to Exhibit 3.2 of Registrant's Current Report on
Form 8-K, filed with the Commission on November 30, 1990.
4.1 Indenture, dated as of May 15, 1987 between Computer Products, Inc. and
LaSalle National Bank, as Trustee - incorporated by reference to Exhibit
4.1 of Registrant's Annual Report on Form 10-K for the fiscal year ended
January 1, 1988.
4.2 First Supplemental Indenture dated as of January 7, 1991 between Computer
Products, Inc. and LaSalle National Bank, as Trustee - incorporated by
reference to Exhibit 4 of Registrant's Current Report on Form 8-K, filed
with the Commission on January 14, 1991.
4.3 Rights Agreement, dated as of November 9, 1988, by and between Computer
Products, Inc. and The Bank of New York, as amended - incorporated by
reference to Exhibit 4.1 of Registrant's Current Report on Form 8-K filed
with the Commission on June 15, 1990.
10.1 Grant Agreement, dated June 19, 1981, as supplemented, by and among the
Industrial Development Authority of Ireland, Power Products Ltd. and
Computer Products, Inc. - incorporated by reference to Exhibit 10.2 of
Registrant's Annual Report on Form 10-K for the fiscal year ended December
31, 1982.
10.2 Indenture between Industrial Development Authority of Ireland and Power
Products Ltd. - incorporated by reference to Exhibit 10.3 of Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31, 1982.
10.3 (a) Industrial Revenue Bond dated as of December 17, 1982, by and among
Stevens-Arnold, Inc., the City of Boston Industrial Development Financing
Authority, State Street Bank and Trust Company and the First Bankers, N.A.;
(b) Guaranty Agreement dated December 17, 1982 by and among Computer
Products, Inc., the City of Boston Industrial Development Financing
Authority, State Street Bank and Trust Company and the First Bankers, N.A.;
(c) Loan Agreement dated as of December 17, 1982, between Stevens-Arnold,
Inc. and the City of Boston Industrial Development Financing Authority; and
(d) Mortgage, Security and Trust Agreement dated as of December 17, 1982,
among Stevens-Arnold, Inc., the City of Boston Industrial Development
Financing Authority and State Street Bank and Trust Company and the First
Bankers, N.A. - incorporated by reference to Exhibit 10.6 of Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31, 1982.
10.4 Second Amendment of Guaranty Agreement dated as of June 7, 1988 by and
between Computer Products, Inc. and State Street Bank and Trust Company -
incorporated by reference to Exhibit 10.4 of Registrant's Annual Report on
Form 10-K for the fiscal year ended December 29, 1989.
10.5 Sublease for facilities located in Pompano Beach, Florida - incorporated by
reference to Exhibit 10.5 of Registrant's Annual Report on Form 10-K for
the fiscal year ended January 1, 1988.
10.6 Lease for facilities of Boschert, Incorporated located in Milpitas,
California - incorporated by reference to Exhibit 10.14 of Registrant's
Annual Report on Form 10-K for the fiscal year ended January 3, 1986.
10.7 Letter Amendment to Lease for facilities of Boschert, Incorporated, dated
January 9, 1991 located in Milpitas, California - incorporated by reference
to Exhibit 10.8 of Registrant's Annual Report on Form 10-K for the fiscal
year ended December 28, 1990.
10.8 Sublease for facilities of Boschert, Incorporated located in Milpitas,
California - incorporated by reference to Exhibit 10.8 of Registrant's
Annual Report on Form 10-K for the fiscal year ended January 1, 1988.
10.9 Sublessee Estoppel Certificate to Sublease for facilities of Boschert,
Incorporated, dated February 4, 1991, located in Milpitas, California -
incorporated by reference to Exhibit 10.10 of Registrant's Annual Report on
Form 10-K for the fiscal year ended December 28, 1990.
10.10 Lease for facilities of Boschert, Incorporated, located in Fremont,
California - incorporated by reference to Exhibit 10.9 of Registrant's
Annual Report on Form 10-K for the fiscal year ended January 1, 1988.
10.11 1981 Stock Option Plan, as amended, effective as of October 16, 1990 -
incorporated by reference to Exhibit 10.10 of Registrant's Current Report
on Form 8-K, filed with the Commission on November 30, 1990.
10.12 Computer Products, Inc. 1986 Outside Directors' Stock Option Plan,
amended as of February 22, 1988 - incorporated by reference to Exhibit
10.12 of Registrant's Annual Report on Form 10-K for the fiscal year ended
January 1, 1988.
10.13 Employment Agreement, dated August 29, 1990, by and between Computer
Products, Inc. and John N. Lemasters - incorporated by reference to Exhibit
10.1 of Registrant's Current Report on Form 8-K, filed with the Commission
on November 30, 1990.
10.14 Employment Agreement, dated July 9, 1992, by and between Computer
Products, Inc. and Ronald J. Ritchie - incorporated by reference to Exhibit
10.14 of Registrant's Annual Report on Form 10-K for the fiscal year ended
January 1, 1993.
10.15 Asset Purchase Agreement, dated as of January 1, 1992, by and among
Computer Products, Inc., HC Holding Corp. and Heurikon Corporation
including exhibits and schedules thereto - incorporated by reference to
Exhibit 2 of Registrant's Current Report on Form 8-K, filed with the
Commission on January 20, 1992.
10.16 Employment Agreement, dated January 3, 1992, by and between Computer
Products, Inc., HC Holding Corp., and Christopher M. Priebe - incorporated
by reference from Exhibit 8.11A of the Asset Purchase Agreement filed as
Exhibit 2 of Registrant's Current Report on Form 8-K, filed with the
Commission on January 20, 1992.
10.17 Non-Competition Agreement, dated January 3, 1992, by and between Computer
Products, Inc., HC Holding Corp. and Christopher M. Priebe - incorporated
by reference from Exhibit 8.11B of the Asset Purchase Agreement filed as
Exhibit 2 of Registrant's Current Report on Form 8-K, filed with the
Commission on January 20, 1992.
10.18 Contract to Purchase between Computer Products, Inc. and Sauk Enterprises
dated December 23, 1991 for the premises located at 8310 Excelsior Drive,
Madison, Wisconsin - incorporated by reference to Registrant's Annual
Report on Form 10-K for the fiscal year ended January 3, 1992.
10.19 Plan Stock Option Agreement dated as of August 29, 1990 by and between
Computer Products, Inc. and John N. Lemasters - incorporated by reference
to Exhibit 10.2 of Registrant's Current Report on Form 8-K, filed with the
Commission on November 30, 1990.
10.20 Amended and Restated Revolving Credit Agreement, dated as of March 23,
1990, by and between Computer Products, Inc. and Continental Bank, N.A. -
incorporated by reference to Exhibit 10.18 of Registrant's Annual Report on
Form 10-K for the fiscal year ended December 28, 1990.
10.21 First Amendment to Amended and Restated Revolving Credit Agreement, dated
as of October 25, 1990, by and between Computer Products, Inc. and
Continental Bank N.A. - incorporated by reference to Exhibit 10.19 of
Registrant's Annual Report on Form 10-K for the fiscal year ended December
28, 1990.
10.22 Second Amendment to Amended and Restated Revolving Credit Agreement,
dated as of April 11, 1991, by and between Computer Products, Inc. and
Continental Bank N.A. - incorporated by reference to Exhibit 10.21 of
Registrant's Annual Report on Form 10-K for the fiscal year ended January
3, 1992.
10.23 Third Amendment to Amended and Restated Revolving Credit Agreement, dated
as of January 3, 1992, by and between Computer Products, Inc. and
Continental Bank N.A. - incorporated by reference to Exhibit 10.22 of
Registrant's Annual Report on Form 10-K for the fiscal year ended January
3, 1992.
10.24 Fourth Amendment to Amended and Restated Revolving Credit Agreement,
dated as of January 1, 1993, by and between Computer Products, Inc. and
Continental Bank N.A. - incorporated by reference to Exhibit 10.14 of
Registrant's Annual Report on Form 10-K for the fiscal year ended January
1, 1993.
10.25 Lease for facilities of the executive offices located in Boca Raton,
Florida - incorporated by reference to Exhibit 10.23 of Registrant's Annual
Report on Form 10-K for the fiscal year ended December 30, 1988.
10.26 1989 Qualified Employee Stock Purchase Plan - incorporated by reference
to Exhibit 10.20 of Registrant's Annual Report on Form 10-K for the fiscal
year ended December 29, 1989.
10.27 Annual Executive Incentive Plan, effective January 1, 1992 - incorporated
by reference to Exhibit 10.25 of Registrant's Annual Report on Form 10-K
for the fiscal year ended January 3, 1992.
10.28 Outside Directors' Retirement Plan, effective October 17, 1989 -
incorporated by reference to Exhibit 10.22 of Registrant's Annual Report on
Form 10-K for the fiscal year ended December 29, 1989.
10.29 1990 Performance Equity Plan - incorporated by reference to Exhibit 10.26
of Registrant's Annual Report on Form 10-K for the fiscal year ended
December 28, 1990.
10.30 1990 Outside Directors' Stock Option Plan - incorporated by reference to
Exhibit 10.27 of Registrant's Annual Report on Form 10-K for the fiscal
year ended December 28, 1990.
10.31 1991 Long Term Performance Plan - incorporated by reference to Exhibit
10.28 of Registrant's Annual Report on Form 10-K for the fiscal year ended
December 28, 1990.
10.32 Manufacturing and Development Agreement dated March 16, 1992, between
Computer Products, Inc. and Analogic Corporation - incorporated by
reference to Exhibit 10.30 of Registrant's Annual Report on Form 10-K for
the fiscal year ended January 3, 1992.
10.33 License Agreement dated March 16, 1992, between Computer Products, Inc.
and Analogic Corporation - incorporated by reference to Exhibit 10.31 of
Registrant's Annual Report on Form 10-K for the fiscal year ended January
3, 1992.
10.34 Asset Purchase Agreement between Computer Products, Inc., Tecnetics
Incorporated, Miller Acquisition Corporation and certain former managers of
Tecnetics Incorporated - incorporated by reference to Exhibit 10.29 of
Registrant's Quarterly Report on Form 10-Q for the quarterly period ended
April 3, 1992.
10.35 Manufacturing License and Technical Assistance Agreement between Heurikon
Corporation and Lockheed Sanders, Inc. dated January 31, 1992 -
incorporated by reference to Exhibit 10.34 of Registrant's Quarterly Report
on Form 10-Q for the quarterly period ended July 3, 1992.
10.36 Star MVP Domestic Terms and Conditions of Sale Between Heurikon
Corporation and Lockhead Sanders, Inc. dated March 18, 1992 - incorporated
by reference to Exhibit 10.35 of Registrant's Quarterly Report on Form 10-Q
for the quarterly period ended July 3, 1992.
10.37 DSP32C VME Board License Agreement between Heurikon Corporation and
American Telephone and Telegraph Company dated October 28, 1991 -
incorporated by reference to Exhibit 10.36 of Registrant's Quarterly Report
on Form 10-Q for the quarterly period ended July 3, 1992.
10.38 Software License agreement between Heurikon Corporation and American
Telephone and Telegraph Company dated October 28, 1991 - incorporated by
reference to Exhibit 10.37 of Registrant's Quarterly Report on Form 10-Q
for the quarterly period ended July 3, 1992.
10.39 Fifth Amendment and Restated Revolving Credit Agreement, dated as of
December 31, 1993, by and between Computer Products, Inc. and Continental
Bank, N.A.- incorporated by reference to Exhibit 10.39 of Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31, 1993.
10.40 Severance and consulting agreement between John N. Lemasters and the
Company - incorporated by reference to Exhibit 10.40 of Registrant's
Quarterly Report on Form 10-Q for the quarterly period ended April 1, 1994.
10.41 Employment Agreement, dated June 29, 1994, by and between Computer
Products, Inc. and Joseph M. O'Donnell - incorporated by reference to
Exhibit 10.41 of Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended July 1, 1994.
10.42 (a) Credit Agreement, dated as of June 28, 1994, by and between Heurikon
Corporation and Firstar Bank Madison, N.A.; (b) Guaranty of Payment, dated
as of June 28, 1994, by and between Computer Products, Inc. and Firstar
Bank Madison, N.A. (c) Term Note, as of June 28, 1994, by and between
Heurikon Corporation and Firstar Bank Madison, N.A.; (d) Mortgage, Security
Agreement, and Fixture Financing Statement, dated as of June 28, 1994, by
and between Heurikon Corporation and Firstar Bank Madison, N.A. -
incorporated by reference to Exhibit 10.42 of Registrant's Quarterly Report
on Form 10-Q for the quarterly period ended July 1, 1994.
10.43 Grant Agreement, dated October 26, 1994, by and among the Industrial
Development Authority of Ireland, Power Products Ltd. and Computer
Products, Inc. - incorporated by reference to Exhibit 10.43 of Registrant's
Annual Report on Form 10-K for the fiscal year ended December 30, 1994.
10.44 Loan agreement between Computer Products, Inc. and First Union National
Bank of Florida dated as of April 4, 1995 - incorporated by reference to
Exhibit 10.44 of Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 1995.
10.45 1996 Employee Stock Purchase Plan.
10.46 1990 Performance Equity Plan as amended.
10.47 1990 Outside Directors Stock Option Plan, restated as of January 25,
1996.
10.48 1996 Executive Incentive Plan
10.49 Executive Stock Ownership plan
11 Statement regarding Computation of Per Share Earnings.
13 Annual Report of Computer Products, Inc. for the fiscal year ended December
29, 1995.
21 List of subsidiaries of Registrant.
23 Consent of Independent Certified Public Accountants.
27 Financial data schedule.
(b) Reports on Form 8-K
-------------------
The Registrant did not file any reports on Form 8-K during the thirteen-
week period ended December 29, 1995.
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS ON SCHEDULE
To the Board of Directors and Shareholders of
Computer Products, Inc.:
We have audited in accordance with generally accepted auditing standards, the
consolidated financial statements included in Computer Products, Inc.'s annual
report to shareholders incorporated by reference in this Form 10-K, and have
issued our report thereon dated January 18, 1996. Our audit was made for the
purpose of forming an opinion on those statements taken as a whole. The
schedule listed in Item 14(a)(2) is the responsibility of the Company's
management and is presented for purposes of complying with the
Securities and Exchange Commission's rules and is not part of the basic
financial statements. This schedule has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, fairly states in all material respects the financial data required to
be set forth therein in relation to the basic financial statements taken as a
whole.
ARTHUR ANDERSEN LLP
Fort Lauderdale, Florida,
January 18, 1996.
COMPUTER PRODUCTS, INC. AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
For the Years Ended on the Friday Nearest December 31 ($000s)
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
ADDITIONS
BALANCE CHARGED CHARGED BALANCE
AT TO TO AT
BEGINNIN COSTS & OTHER DEDUCTIONS END OF
DESCRIPTION OF EXPENSE ACCOUNT DESCRIP AMOUNT PERIOD
PERIOD S S TION
FISCAL YEAR 1995:
Reserve deducted from asset to which
it applies:
Allowance for doubtful accounts $ 1,354 $ 199 (2) $ 63 $ 1,490
Inventory 4,523 3,877 (4) 1,515 6,885
Deferred tax asset valuation
allowance 10,453 74 (3) 637 9,890
Other 292 292
FISCAL YEAR 1994:
Reserve deducted from asset to which
it applies:
Allowance for doubtful accounts $ 1,174 $ 251 (4) $ 71 $ 1,354
Inventory 5,462 3,043 (4) 3,982 4,523
Deferred tax asset valuation
allowance 11,626 395 (3) 1,568 10,453
Other 292 292
FISCAL YEAR 1993:
SCAL YEAR 1993:
year ended December 28, 1990.
10.31 1991 Long Term Performance Plan - incorporated by reference to Exhibit
SCAL YEAR 1993:
Reserve deducted from asset to which
it applies:
Allowance for doubtful accounts $ 1,031 $ 210 (4) $ 67 $ 1,174
0 11,626 (1) 11,626
Other 292 292
[FN]
(1) This amount includes $11,553 recorded upon initial adoption of Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes".
(2) This amount relates to recoveries.
(3) The reduction relates to utilization of tax loss carryforwards.
(4) The reduction relates to charge-offs.
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.
COMPUTER PRODUCTS, INC.
(Registrant)
Dated: March 22, 1996 By:Joseph M. O'Donnell
-------------------
Joseph M. O'Donnell
President and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed by the following persons on behalf of the Registrant in the
capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
Joseph M. O'Donnell President and Chief Executive 03/22/95
- -------------------
Joseph M. O'Donnell Officer, Director
Richard J. Thompson Vice President-Finance, 03/22/95
- -------------------
Richard J. Thompson Chief Financial and Accounting Officer
Earl Templeton Director 03/22/95
- --------------
Earl Templeton
Edward S. Croft, III Director 03/22/95
- --------------------
Edward S. Croft, III
Stephen A. Ollendorff Director 03/22/95
- ---------------------
Stephen A. Ollendorff
Bert Sager Director 03/22/95
- ----------
Bert Sager
Phillip A. O'Reilly Director 03/22/95
- -------------------
Phillip A. O'Reilly
Lewis Solomon Director 03/22/95
- -------------
Lewis Solomon
INDEX TO EXHIBITS
EXHIBIT
NO. DESCRIPTION
- --------------------------------------------------
10.45 1996 Employee Stock Purchase Plan
10.46 1990 Performance Equity Plan, as amended
10.47 1990 Outside Directors Stock Option Plan,
restated as of January 25, 1996
10.48 1996 Executive Incentive Plan
10.49 Executive Stock Ownership Plan
11 Statement regarding Computation of Per Share
Earnings
13 Annual Report of Computer Products, Inc. for
the fiscal year ended December 29, 1995
21 List of subsidiaries of Registrant
23 Consent of Independent Certified Public Accountants
27 Financial Data Schedule