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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 1999
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 1-8101
___________
Exact Name of Registrant as
Specified in Its Charter: SMTEK INTERNATIONAL, INC.
______________________________
DELAWARE 33-0213512
_____________________________ _____________
State or Other Jurisdiction of I.R.S. Employer
Incorporation or Organization No. Identification
Address of Principal Executive Offices: 2151 Anchor Court
Thousand Oaks, CA 91320
_________________________
Registrant's Telephone Number: (805) 376-2595
_________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
_________________________ ________________________________________
Common Stock, $.01 Par Value Pacific Exchange
Securities registered pursuant to Section 12(g) of the Act: Common Stock,
$.01 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 or any
amendment to this Form 10-K. [ ]
The aggregate market value of the voting stock held by non-affiliates of the
registrant based on the closing price as reported by Nasdaq on October 7,
1999 was $5,076,000. The registrant had 2,267,455 shares of Common Stock
outstanding as of October 7, 1999.
DOCUMENTS INCORPORATED BY REFERENCE
Specified parts of the registrant's Annual Report to Stockholders for
its fiscal year ended June 30, 1999 are incorporated by reference into
Parts I and II hereof. Specified parts of the registrant's Proxy
Statement for its 1999 Annual Meeting of Stockholders are incorporated
by reference into Part III hereof.
THIS ANNUAL REPORT ON FORM 10-K, INCLUDING EXHIBITS THERETO,
CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 27A
OF THE SECURITIES ACT OF 1933, AS AMENDED, AND SECTION 21E OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THESE FORWARD-LOOKING
STATEMENT ARE TYPICALLY IDENTIFIED BY THE WORDS "ANTICIPATES",
"BELIEVES", "EXPECTS", "INTENDS", "FORECASTS", "PLANS", "FUTURE",
"STRATEGY", OR WORDS OF SIMILAR MEANING. VARIOUS IMPORTANT FACTORS
THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE
EXPRESSED IN THE FORWARD-LOOKING STATEMENTS ARE DESCRIBED AS "RISK
FACTORS" IN THE COMPANY'S REGISTRATION STATEMENT ON FORM S-3 (NO. 333-
62621) FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AND DECLARED
EFFECTIVE ON SEPTEMBER 17, 1998 AND IN OTHER DOCUMENTS THE COMPANY HAS
FILED AND FILES, FROM TIME TO TIME, WITH THE SECURITIES AND EXCHANGE
COMMISSION.
PART I
Item 1. BUSINESS
GENERAL
SMTEK International, Inc. (the "Company") is a provider of
electronics manufacturing services ("EMS") to original equipment
manufacturers ("OEMs") in the computer, telecommunications,
instrumentation, medical, industrial and aerospace industries. The
Company also fabricates printed circuit boards ("PCBs") for use primarily
in the computer, communications and instrumentation industries. Its EMS
facilities are located in Southern California, Florida and Northern
Ireland. Its PCB facilities are located in Northern Ireland and primarily
serve customers in Western Europe.
On January 29, 1999, the Company acquired Technetics, Inc.
("Technetics"), an EMS provider in San Diego, California, in order to
enhance the Company's presence in the Orange County and San Diego areas.
The acquisition of Technetics was accounted for under the purchase method
of accounting.
The Company was incorporated in California in 1959 and was
reincorporated in Delaware in 1986. The Company's executive office is
located at 2151 Anchor Court, Thousand Oaks, California 91320, telephone
(805) 376-2595.
FINANCIAL INFORMATION BY BUSINESS SEGMENT AND GEOGRAPHICAL AREA
As indicated above, the Company operates in two business segments:
electronics manufacturing services and printed circuit board fabrication.
Information with respect to these segments' sales, operating income, and
depreciation and amortization for each of the last three fiscal years is
set forth in Note 11 to the consolidated financial statements of the
accompanying 1999 Annual Report to Stockholders. In addition, Note 11 sets
forth revenues and long-lived assets by geographic area. Such information
is incorporated herein by reference and is made a part hereof.
INDUSTRY OVERVIEW
Electronics Manufacturing Services Industry
The EMS industry can be classified into two general segments: high-
volume and low-to-medium volume. The Company focuses on the low-to-medium
volume segment. Manufacturers in this segment are highly fragmented and
competitive. Customer bases tend to be highly concentrated, with two or
three customers typically accounting for a significant portion of an EMS
provider's total revenue.
Two principal assembly techniques are employed in providing higher-
margin, higher-complexity contract manufacturing in the low-to-medium
volume EMS market segment: surface mount technology ("SMT"), which
accounts for the majority of manufacturing; and through-hole technology.
Management believes that the low-to-medium volume EMS market is continuing
to move toward SMT as the preferred manufacturing technique, mainly
because semiconductors have continued to decline in size, thereby lowering
manufacturing tolerances. The Company's production processes are
predominantly SMT.
Description of Products and Services - EMS
Production of electronic assemblies for a customer is only performed
when a firm order is received. Customer cancellations of orders are
infrequent and are usually subject to cancellation charges. More often, a
customer will delay shipment of orders based on its actual or anticipated
needs. Electronic assemblies are produced based on one of two general
methods, either "turnkey" (where the Company provides all materials, labor
and equipment associated with producing the customers' product) or
"consigned" (where the Company provides only labor and equipment for
manufacturing electronic assemblies and the customer provides the
materials).
The Company's EMS operations provide both turnkey and consignment
electronics manufacturing services using surface mount and through-hole
interconnection technologies. The Company conducts the EMS portion of its
business through its facilities in Thousand Oaks, San Diego and Fort
Lauderdale and through its DDL Electronics Limited ("DDL-E") subsidiary in
Northern Ireland. The Company's EMS operations do not fabricate any of
the components or PCBs used in these processes. EMS sales represented
approximately 86%, 84% and 80% of the Company's consolidated sales for the
fiscal years ended June 30, 1999, 1998 and 1997, respectively.
The materials procurement element of the Company's turnkey services
consists of the planning, purchasing, expediting, warehousing and financing
of the components and materials required to assemble a board-level or system-
level assembly. Customers have increasingly required the Company and other
providers of electronics manufacturing services to purchase some or all
components directly from component manufacturers or distributors and to
finance the components and materials. In establishing a turnkey relationship
with a provider of electronics manufacturing services, a customer typically
incurs costs in qualifying that EMS provider and, in some cases, its sources
of component supply, to refine product design and develop mutually compatible
information and reporting systems. With this relationship established, the
Company believes that customers experience significant difficulty in
expeditiously and effectively reassigning a turnkey project to a new
assembler or in taking on the project themselves. At the same time, the
Company faces the obstacle of attracting new customers away from existing EMS
providers or from performing services in-house.
Printed Circuit Board Industry
The PCB fabrication industry historically served as additional
capacity to electronic equipment OEMs' captive manufacturing facilities.
However, as electronic products have become more sophisticated, the board
manufacturing processes have become much more advanced, requiring greater
capital investment and manufacturing expertise. As a result, many OEMs
have outsourced substantially all of their PCB manufacturing requirements.
Description of Products and Services--PCB Fabrication
Printed circuit boards are the basic platforms used to interconnect
microprocessors, integrated circuits and other components essential to the
functioning of electronic products. PCBs range from simple single- and
double-sided boards to multilayer boards with more than 20 layers.
Single-sided PCBs are used in electronic games and automobile ignition
systems, whereas multilayer PCBs are used in more advanced applications
such as computers, office equipment, communications, instrumentation and
defense systems.
The Company fabricates and sells advanced, multilayer PCBs based on
designs and specifications provided by the Company's customers. These
specifications are developed either solely through the design efforts of
the customer or through the design efforts of the customer working
together with the Company's design and engineering staff.
The development of increasingly sophisticated electronic equipment,
which combines higher performance and reliability with reduced size and
cost, has created a demand for increased complexity, miniaturization and
density in electronic circuitry. In response to this demand, multilayer
technology is advancing rapidly on many fronts, including the widespread
use of surface mount technology. More sophisticated boards are being
created by decreasing the width of the tracks on the board and increasing
the amount of circuitry that can be placed on each layer. Fabricating
advanced multilayer PCBs requires high levels of capital investment and
complex, rapidly changing production processes.
The Company conducts its PCB fabrication business through its Irlandus
Circuits Limited ("Irlandus") subsidiary located in Northern Ireland. PCB
sales represented approximately 14%, 16% and 20% of the Company's
consolidated sales for the fiscal years ended June 30, 1999, 1998 and 1997,
respectively, with multilayer boards constituting a majority of the sales.
MARKETS AND CUSTOMERS
The Company's sales in the EMS and PCB fabrication businesses and the
percentage of its consolidated sales to the principal end-user markets it
serves for the last three fiscal years were as follows (dollars in
thousands):
Year ended June 30
----------------------------------------------------
Markets 1999 1998 1997
- - ------------ ------------ ------------ ------------
Computer $ 3,036 5.1% $ 4,935 9.3% $ 4,622 9.0%
Telecommunications 11,628 19.5 10,062 18.9 7,233 14.0
Commercial avionics 15,130 25.6 11,333 21.3 9,838 19.1
Space and satellites 1,540 2.6 2,729 5.1 2,065 4.0
Banking automation 3,464 5.8 7,344 13.8 8,089 15.6
Industrial controls
& instrumentation 8,400 14.1 3,934 7.4 7,189 13.9
Medical 4,883 8.2 3,428 6.4 2,609 5.1
Defense 7,156 12.0 4,802 9.0 4,666 9.0
Other 4,255 7.1 4,698 8.8 5,329 10.3
------ ----- ------ ----- ------ -----
Total $59,492 100.0% $53,265 100.0% $51,640 100.0%
====== ===== ====== ===== ====== =====
The Company markets its EMS and PCB fabrication services through both
a direct sales force and independent manufacturers' representatives. The
Company's marketing strategy is to develop close relationships with, and
to increase sales to, certain existing and new major EMS and PCB
fabrication customers. This includes becoming involved at an early stage
in the design of PCBs for these customers' new products. The Company
believes that this strategy is necessary to keep abreast of rapidly
changing technological needs and to develop new EMS and PCB fabrication
processes, thereby enhancing the Company's EMS and PCB capabilities and
its position in the industry. As a result of this strategy, however,
fluctuations experienced by one or more of these customers in demand for
their products may have and have had adverse effects on the Company's
sales and profitability.
The Company's EMS segment had sales to one customer which accounted
for 18.2% of revenues in fiscal 1999, sales to three customers which
accounted for 19.9%, 13.8% and 13.8% of revenues in fiscal 1998, and sales
to two customers which accounted for 17.8% and 15.7% of revenues in fiscal
1997.
RAW MATERIALS AND SUPPLIERS
In its EMS business, the Company uses numerous suppliers of
electronic components and other materials. The Company's customers may
specify the particular manufacturers and components, such as the Intel
Pentium microprocessor, to be used in the EMS process. To the extent
these components are not available on a timely basis or are in short
supply because of allocations imposed by the component manufacturer, and
the customer is unwilling to accept a substitute component, delays may
occur. Such delays are experienced in the EMS business from time to time
and have caused sales and inventory fluctuations in the Company's EMS
business.
As the result of a recent earthquake in Taiwan, there may be supply
shortages of tantalum capacitors, a key component used in many electronic
assemblies. The Company is taking steps to minimize disruption of its
operations by locating alternative sources of supply and, where necessary,
acquiring such capacitors in advance of need.
The principal materials used by the Company in its PCB fabrication
processes are copper laminate, epoxy glass, copper alloys, gold and
various chemicals, all of which are readily available to the Company from
various sources. The Company believes that its sources of materials for
its fabrication business are adequate for its needs and that it is not
substantially dependent upon any one supplier.
INDUSTRY CONDITIONS AND COMPETITION
The markets in which the EMS and PCB fabrication businesses operate
are intensely competitive and have experienced excess production capacity
for many years. Seasonality is not a significant factor in the EMS and
PCB fabrication businesses. Competition is principally based on price,
product quality, technical capability and the ability to deliver products
on schedule. Both the price of and the demand for EMS and PCBs are
sensitive to economic conditions, changing technologies and other factors.
The technology used in EMS and fabrication of PCBs is widely available,
and there are a large number of domestic and foreign competitors. Many of
these firms are larger than the Company and have significantly greater
financial, marketing and other resources. Many of the Company's
competitors have also made substantial capital expenditures in recent
years and operate technologically advanced EMS and PCB fabrication
facilities. Furthermore, some of the Company's customers have substantial
in-house EMS capabilities. There is a risk that when these customers are
operating at less than full capacity they will use their own facilities
rather than contract with the Company. Despite this risk, management
believes that the Company has not experienced a significant loss of
business to OEMs' captive assembly operations.
BACKLOG
At June 30, 1999, 1998 and 1997, the Company's backlog was
$39,523,000, $36,209,000 and $28,587,000, respectively. Backlog is
comprised of orders believed to be firm for products that have scheduled
shipment dates during the next 12 months. Some orders in the backlog may
be canceled under certain conditions. Historically, a substantial portion
of the Company's orders have been for shipment within 90 days of the
placement of the order and, therefore, backlog information as of the end
of a particular period is not necessarily indicative of long-term trends
in the Company's business. In addition, the timing of orders from major
customers may result in significant fluctuations in the Company's backlog
and operating results from period to period.
ENVIRONMENTAL REGULATION
The Company is currently involved in certain remediation and
investigative studies regarding soil and groundwater contamination
at the site of a former printed circuit board manufacturing plant in
Anaheim, California which was leased by one of the Company's former
subsidiaries, Aeroscientific Corp. Under the terms of a cost
sharing agreement entered into several years ago, the remaining
remediation costs will be borne on a 50-50 basis between the Company
and the property owner. At June 30, 1999, the Company had a reserve
of $465,000 for future remediation costs. Management, based in part
on consultations with outside environmental engineers and
scientists, believes that this reserve is adequate to cover its
share of future remediation costs at this site. It is possible,
however, that these future remediation costs could differ
significantly from the estimates, and that the Company's portion
could exceed the amount of its reserve. The Company's liability for
remediation in excess of its reserve could have a material adverse
impact on its business, financial condition and results of
operations.
EMPLOYEES
At June 30, 1999, the Company had approximately 620 employees.
Item 2. PROPERTIES
SMTEK conducts its operations from a 45,000 square foot facility in
Thousand Oaks, California which is leased through May 31, 2000. The
monthly rent was approximately $30,800 during fiscal 1999 and is subject
to a 4% increase each year. SMTEK has the option to extend the lease term
for three renewal periods of three years each. The lease rate during the
renewal periods is subject to adjustment based on changes in the Consumer
Price Index for the local area.
Technetics conducts its business in an 18,000 square foot facility in
San Diego, California which is leased through January 2005. The current
monthly rent is approximately $9,600, and is subject to annual increases
based on the local Consumer Price Index.
Jolt occupies an 8,400 square foot facility in Fort Lauderdale,
Florida which is leased through October 31, 2000 for $7,957 per month.
DDL-E conducts its operations from a 67,000 square foot facility in
Northern Ireland that was purchased in 1989. Irlandus owns and occupies a
63,000 square foot production facility and an adjacent 9,000 square foot
office and storage facility in Northern Ireland.
The following table lists principal plants and properties of the
Company and its subsidiaries:
Owned
Square or
Location Footage Leased
------------ ------ ------
Thousand Oaks, California 45,000 Leased
San Diego, California 18,000 Leased
Fort Lauderdale, Florida 8,400 Leased
Craigavon, Northern Ireland 67,000 Owned
Craigavon, Northern Ireland 63,000 Owned
Craigavon, Northern Ireland 9,000 Owned
The Northern Ireland properties are pledged as security for
installment loans payable to the Industrial Development Board for Northern
Ireland, from which the properties were purchased. These loans had an
aggregate outstanding balance of approximately $1,093,000 at June 30,
1999.
Item 3. LEGAL PROCEEDINGS
No material legal proceedings are currently pending as to which the
Company or any of its properties is subject.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On May 20, 1999, a special meeting of stockholders was held at which
the stockholders approved (1) a $4.5 million private placement sale of
562,500 post split shares of common stock to Thomas M. Wheeler, the Company's
largest stockholder, who after the sale held 38.9% of the outstanding common
stock of the Company, and (2) a 1-for-20 reverse stock split. There were
34,088,128 pre-split shares of common stock outstanding and entitled to vote
at this meeting. Following is a summary of the voting (in pre-split shares):
Votes
Against or Votes
Votes For Withheld Abstained Unvoted
-------- ------- ------- -------
Private placement sale of
Common stock to Thomas M.
Wheeler 19,080,872 1,997,799 84,624 12,924,833
1-for-20 reverse stock split 28,967,442 2,176,970 80,286 2,863,430
PART II
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
The information set forth under the caption "Market and Dividend
Information" in the Company's 1999 Annual Report to Stockholders is
incorporated herein by reference and made a part hereof.
Item 6. SELECTED FINANCIAL DATA
The information set forth under the caption "Five-Year Financial
Summary" in the Company's 1999 Annual Report to Stockholders is
incorporated herein by reference and made a part hereof.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The information set forth under the caption "Management's Discussion
and Analysis of Financial Condition and Results of Operations" ("MD&A") in
the Company's 1999 Annual Report to Stockholders is incorporated herein by
reference and made a part hereof.
Item 7a. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company's financial instruments include cash and cash
equivalents, and short-term and long-term debt. At June 30, 1999, the
carrying amount of long-term debt (including current portion thereof)
was $9,195,000 and the fair value was $8,879,000. The carrying values
of the Company's other financial instruments approximated their fair
values. The fair value of the Company's financial instruments is
estimated based on quoted market prices for the same or similar issues.
See Note 6 to the accompanying consolidated financial statements for
maturities of long-term debt for the next five years.
It is the policy of the Company not to enter into derivative
financial instruments for speculative purposes. The Company, from time
to time, may enter into foreign currency forward exchange contracts in
an effort to protect itself from adverse currency rate fluctuations on
foreign currency commitments entered into in the ordinary course of
business. These commitments are generally for terms of less than one
year. The foreign currency forward exchange contracts are executed
with banks believed to be creditworthy and are denominated in
currencies of major industrial countries. Any gain or loss incurred on
foreign currency forward exchange contracts is offset by the effects of
currency movements on the respective underlying hedged transactions.
The Company did not have any open foreign currency forward exchange
contracts at June 30, 1999.
A portion of the Company's operations consists of investments in
foreign subsidiaries. As a result, the Company's financial results
could be affected by changes in foreign currency exchange rates.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Reference is made to the financial statements later in this Report
under Item 14(a)(1).
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
This information is incorporated by reference to the Company's proxy
statement for its 1999 Annual Meeting of Stockholders.
Item 11. EXECUTIVE COMPENSATION
This information is incorporated by reference to the Company's proxy
statement for its 1999 Annual Meeting of Stockholders.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
This information is incorporated by reference to the Company's proxy
statement for its 1999 Annual Meeting of Stockholders.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
This information is incorporated by reference to the Company's proxy
statement for its 1999 Annual Meeting of Stockholders.
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS OF FORM 8-K
1999 Annual
Report to
Stockholders
------
(a)(1) List of Financial Statements
List of data incorporated by reference:
Report of KPMG LLP on consolidated
financial statements 15
Consolidated balance sheets as of June 30, 1999
and 1998 16
Consolidated statements of operations for the
years ended June 30, 1999, 1998 and 1997 18
Consolidated statements of cash flows for the
years ended June 30, 1999, 1998 and 1997 19
Consolidated statements of stockholders'
equity and comprehensive income (loss) for
the years ended June 30, 1999, 1998 and 1997 20
Notes to consolidated financial statements 21
(a)(2) Financial Statement Schedules
The financial statement schedules are omitted
because they are either not applicable or the
information is included in the notes to
consolidated financial statements.
Form 10-K
-------
(a)(3) List of Exhibits:
Exhibit Index 12
(b) Reports on Form 8-K:
On February 16, 1999, a Form 8-K was filed regarding the
acquisition of Technetics, Inc. This Form 8-K was amended by the
filing of a Form 8-K/A on April 14, 1999 to provide the required
audited financial statements of Technetics and the unaudited pro
forma financial information for this acquisition.
On May 28, 1999, a Form 8-K was filed announcing the approval at
the special stockholders meeting held on May 20, 1999 of a $4.5
million private placement sale of common stock to Thomas M.
Wheeler, the Company's largest stockholder, and a 1-for-20
reverse stock split.
On July 1, 1999, a Form 8-K was filed announcing that the
Company's common stock listing had been transferred from the New
York Stock Exchange to the Nasdaq SmallCap Market.
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, on
October 15, 1999.
SMTEK INTERNATIONAL, INC.
/s/ Gregory L. Horton
-----------------------
Gregory L. Horton
Chief Executive Officer,
President and Chairman
of the Board of Directors
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the
dates indicated.
Signature Title Date
/s/ Gregory L. Horton Chief Executive Officer, October 15, 1999
- - ----------------------- President and Chairman ------------------
Gregory L. Horton of the Board
/s/ Richard K. Vitelle Vice President-Finance and October 15, 1999
- - ----------------------- Administration, Chief ------------------
Richard K. Vitelle Financial Officer, Treasurer
and Secretary
/s/ James P. Burgess Director October 12, 1999
- - ----------------------- ------------------
James P. Burgess
/s/ Bruce E. Kanter Director October 12, 1999
- - ----------------------- ------------------
Bruce E. Kanter
/s/ Oscar B. Marx III Director October 15, 1999
- - ----------------------- ------------------
Oscar B. Marx III
EXHIBIT INDEX
Exhibit
Number Description
- - ------ -----------
2.1 Stock Purchase Agreement dated January 24, 1999 between SMTEK
International, Inc. and the shareholders of Technetics, Inc.
(incorporated by reference to Exhibit 99-1 of the Company's
Current Report on Form 8-K filed on February 12, 1999).
3.1 Amended and Restated Certificate of Incorporation of SMTEK
International, Inc.
3.2 Bylaws of the Company, amended and restated effective March
1995 (incorporated by reference to Exhibit 3-b of the
Company's 1995 Annual Report on Form 10-K).
4.1 Indenture dated July 15, 1988, applicable to the Company's
8-1/2% Convertible Subordinated Debentures due August 1, 2008
(incorporated by reference to Exhibit 4-c of the Company's 1988
Annual Report on Form 10-K).
4.1.1 Supplemental Indenture relating to the Company's 8-1/2%
Convertible Subordinated Debentures due August 1, 2008
(incorporated by reference to Exhibit 4-b of the Company's
1991 Annual Report on Form 10-K).
4.2 Indenture relating to the Company's 7% Convertible
Subordinated Debentures due 2001 (incorporated by reference to
Exhibit 4-c of the Company's 1991 Annual Report on Form 10-K).
4.3 Form of Series C Warrant Agreement dated as of July 1, 1995
and expiring on June 30, 2000 (incorporated by reference
to Exhibit 4-f of the Company's Registration Statement on Form
S-3, Commission File No. 333-02969).
4.4 Series D Warrant Agreement dated as of July 1, 1995 between
the Company and Charles Linn Haslam covering 12,500 shares
and expiring on June 30, 2000 (incorporated by reference to
Exhibit 4-i of the Company's Registration Statement on Form
S-3, Commission File No. 333-02969).
4.5 Form of Series E Warrant dated February 29, 1996 covering an
aggregate 1,500,000 shares and expiring on February 28, 2001
(incorporated by reference to Exhibit 4-n of the Company's
Registration Statement on Form S-3, Commission File No.
333-02969).
4.6 Form of Warrant and Contingent Payment Agreement for Series G
Warrants dated as of March 31, 1996 between the Company and
each of several former officers, key employees and directors
of the Company under various consulting agreements and
deferred fee arrangements covering an aggregate 198,624 shares
expiring on June 1, 1998 (incorporated by reference to Exhibit
4-l of the Company's Registration Statement on Form S-3,
Commission File No. 333-02969).
4.7 Form of Warrant Agreement for Series H Warrants dated July 1,
1995 among the Company and each of several former non-employee
directors covering an aggregate of 15,000 shares expiring on
June 30, 2000 (incorporated by reference to Exhibit C of the
Company's Definitive Proxy Statement dated June 14, 1996).
4.8 Stock Subscription Agreement dated March 4, 1999 between the
Company and TMW Enterprises Inc. (incorporated by reference to
Appendix A of the Company's Definitive Proxy Statement dated
April 16, 1999).
10.1 1993 Stock Incentive Plan (incorporated by reference to
Exhibit 4.7 of the Company's Registration Statement on Form
S-8, Commission file No. 33-74400).
10.2 1996 Stock Incentive Plan (incorporated by reference to
Exhibit A of the Company's Proxy Statement for the fiscal 1995
Annual Stockholders Meeting).
10.3 1996 Non-Employee Directors Stock Option Plan (incorporated by
reference to Exhibit B of the Company's Proxy Statement for the
fiscal 1995 Annual Stockholders Meeting).
10.4 Form of Indemnity Agreement with officers and directors
(incorporated by reference to Exhibit 10-o of the Company's
1987 Annual Report on Form 10-K).
10.5 Standard Industrial Lease-Net dated August 1, 1984, among the
Company, Aeroscientific Corp., and Bradmore Realty Investment
Company, Ltd. (incorporated by reference to Exhibit 10-w of
the Company's 1990 Annual Report on Form 10-K).
10.5.1 Second Amendment to Lease among Bradmore Realty Investment
Company, Ltd., the Company and the Company's Aeroscientific
Corp. subsidiary, dated July 2, 1993 (incorporated by
reference to Exhibit 10-cd of Registration Statement No.
33-63618).
10.6 Grant Agreement dated August 29, 1989, between DDL Electronics
Limited and the Industrial Development Board for Northern
Ireland ("IDB") (incorporated by reference to Exhibit 10.29 of
the Company's Registration Statement No. 33-39115).
10.6.1 Agreement dated May 2, 1996, between DDL Electronics Limited
and the IDB amending the Grant Agreement dated August 29,
1989, between DDL Electronics and the IDB (incorporated by
reference to Exhibit 10.11.1 filed with the Company's 1996
Annual Report on Form 10-K).
10.7 Form of Land Registry for the Company's Northern Ireland
subsidiaries dated November 4, 1993 (incorporated by reference
to Exhibit 10.1 of the Company's Quarterly Report of Form 10-Q
for the quarter ended September 30, 1993).
10.8 Employment Agreement and Letter of Understanding and Agreement
dated October 15, 1995 between the Company and Gregory L.
Horton (incorporated by reference to Exhibit 99.2 filed with
the Company's Current Report on Form 8-K dated January 12,
1996).
10.9 Employment Agreement dated September 12, 1996 between the
Company and Richard K. Vitelle (incorporated by reference to
Exhibit 10.15 filed with the Company's 1996 Annual Report on
Form 10-K).
11 Statement re Computation of Per Share Earnings (incorporated by
reference to Note 9 to the consolidated financial statements of
the 1999 Annual Report to Stockholders).
13 Annual Report to security holders.
21 Subsidiaries of the Registrant.
23 Consent of KPMG LLP.
27 Financial Data Schedule.
99 Undertaking for Form S-8 Registration Statement.