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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the fiscal year ended December 31, 1993
Commission File Number 0-1052
MILLIPORE CORPORATION
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 04-2170233
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
80 Ashby Road, Bedford, MA 01730
(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code 617-275-9200
Securities registered pursuant to Section 12(b) of the Act:
Name of exchange
Title of Class on which registered
COMMON STOCK, $1.00 PAR VALUE NEW YORK STOCK EXCHANGE, INC.
Securities registered pursuant to Section 12(g) of the Act:
None
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 Form 10-K or any
amendment to this Form 10-K [ ]
As of January 31, 1994, the aggregate market value of the registrant's voting
stock held by non-affiliates of the registrant was approximately
$1,141,605,000 based on the closing price on that date on the New York Stock
Exchange.
As of February 25, 1994, 28,191,515 shares of the registrant's Common Stock
were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Document Incorporated into Form 10K
1993 Annual Report to Shareholders Parts I and II
(pages 33-51 only)
Definitive Proxy Statement Part III
dated March 18, 1994
Page 1
Item 1. Business.
The Company
Millipore Corporation was incorporated under the laws of Massachusetts
on May 3, 1954. Millipore and its subsidiaries operate in a single business
segment, the analysis, identification and purification of fluids using
separations technology. Business segment information is discussed in Note M
to the Millipore Corporation Consolidated Financial Statements (the
"Financial Statements") included in the Millipore Corporation Annual Report
to Shareholders for the year ended December 31, 1993 (the "Annual Report"),
which note is hereby incorporated herein by reference. Unless the context
otherwise requires, the terms "Millipore" or the "Company" mean Millipore
Corporation and its subsidiaries.
On November 11, 1993, Millipore announced that its Board of Directors
had approved a plan to focus the Company on its membrane business and to
divest operations of its Instrumentation Divisions (the Waters Chromatography
business and the non-membrane bioscience instrument business).
The description of Millipore's business contained herein treats both the
Waters Chromatography Business and the non-membrane bioscience business (the
"Instrumentation Divisions") as discontinued operations. These Divisions
with separate product lines with separate customers are accounted for as
discontinued operations. The Company expects to realize a net gain in 1994
upon the disposition of these businesses. Operations of the discontinued
Instrumentation Divisions subsequent to November 11, 1993 are set forth in
the Company's Balance Sheet and are not material to its financial position;
operations prior to that date are included in the Company's 1993 Consolidated
Statement of Income. For a description of Millipore's business which
includes no discontinued operations reference is made to the Company's Annual
Report on Form 10-K for the year ended December 31, 1992.
Millipore is a leader in the field of membrane separations technology.
The Company develops, manufactures and sells products which are used
primarily for the analysis and purification of fluids. The Company's
products are based on a variety of membranes and certain other technologies
and effect separations, principally through physical and chemical methods.
Millipore is an integrated multinational manufacturer of these products.
During 1993, approximately 62% of Millipore's net sales were made to
customers outside the Americas. For financial information concerning foreign
and domestic operations and export sales, see Note M to the Financial
Statements.
Products and Technologies
For analytical applications, the Company's products are used to gain
knowledge about a molecule, compound or micro-organism by detecting,
identifying and quantifying the relevant components of a sample. For
purification applications, the Company's products are used in manufacturing
and research operations to isolate and purify specific components or to
remove contaminants.
Page 2
The principal separation technologies utilized by the Company are based
on membrane filters, and certain chemistries, resins and enzyme immunoassays.
Membranes are used to filter either the wanted or the unwanted particulate,
bacterial, molecular or viral entities from fluids, or concentrate and retain
such entities (in the fluid) for further processing. Some of the Company's
newer membrane materials also use affinity, ion-exchange or electrical charge
mechanisms for separation.
Both analytical and purification products incorporate membrane and other
technologies. The Company's products include disc and cartridge filters and
housings of various sizes and configurations, filter-based test kits and
precision pumps and other ancillary equipment and supplies.
The Company has more than 3,000 products. Most of the Company's
products are listed in its catalogs and are sold as standard items, systems
or devices. For special applications, the Company assembles custom products,
usually based upon standard modules and components. In certain instances,
the Company also designs and engineers process systems specifically for the
customer.
Customers and Markets
The Company's continuing operations sells its products primarily to
customers in the following markets: pharmaceutical/biotechnology,
microelectronics, chemical and food and beverage companies; government,
university and private research and testing laboratories; and health care and
medical facilities. Within each of these markets, the Company focuses its
sales efforts upon those segments where customers have specific requirements
which can be satisfied by the Company's products.
Pharmaceutical/Biotechnology Industry. The Company's products are used
by the pharmaceutical/biotechnology industry in sterilization, including
virus reduction, and sterility testing of products such as antibiotics,
vaccines, vitamins and protein solutions; concentration and fractionation of
biological molecules such as vaccines and blood products; cell harvesting;
isolation and purification of compounds from complex mixtures and the
purification of water for laboratory use. The Company's membrane products
also play an important role in the development of new drugs, particularly
with respect to the mechanism through which they act. In addition, Millipore
has developed and is developing products for biopharmaceutical applications
in order to meet the separations requirements of the biotechnology industry.
Microelectronics Industry. The microelectronics industry uses the
Company's products to purify the liquids and gases used in the manufacturing
processes of semiconductors and other microelectronics components, by
removing particles and unwanted contaminating molecules.
Chemical Industry. This industry uses the Company's products for
purification of reagent grade chemicals, for monitoring in the industrial
workplace and of waste streams and in the purification of water for
laboratory use.
Page 3
Food and Beverage Industry. The Company's products are widely used by
the food and beverage industry in quality control and process applications
principally to monitor for microbiological contamination; to remove bacteria
and yeast from products such as wine and beer, in order to prevent spoilage,
and in producing pure water for laboratory use.
Universities and Government Agencies. Universities, government and
private and corporate research and testing laboratories, environmental
science laboratories and regulatory agencies purchase a wide range of the
Company's products. Typical applications include: purification of proteins;
cell culture, structure studies and interactions; concentration of biological
molecules; fractionation of complex molecular mixtures; and collection of
microorganisms. The Company's water purification products are used
extensively by these organizations to prepare high purity water for sensitive
assays and the preparation of tissue culture media.
Health Care and Medical Research. Customers in this field include
hospitals, clinical laboratories, medical schools and medical research
institutions who use the Company's products to filter particulate
and bacterial contaminants which may be present in intravenous solutions, and
its water purification products to produce high purity water.
Sales and Marketing
The Company sells its products within the United States primarily to end
users through its own direct sales force. The Company sells its products in
foreign markets through the sales forces of its subsidiaries and branches
located in more than 25 major industrialized and developing countries as well
as through independent distributors in other parts of the world. During
1993, the Company's marketing, sales and service forces consisted of
approximately 360 employees in the United States and 520 employees abroad.
The Company's marketing efforts focus on application development for
existing products and on new and differentiated products for other existing,
newly-identified and proposed customer uses. The Company seeks to educate
customers as to the variety of analytical and purification problems which may
be addressed by its products and to adapt its products and technologies to
separations problems identified by customers.
The Company believes that its technical support services are important
to its marketing efforts. These services include assistance in defining the
customer's needs, evaluating alternative solutions, designing a specific
system to perform the desired separation and training users.
Research and Development
In its role as a pioneer of membrane separations Millipore has
traditionally placed heavy emphasis on research and development. Research
and development activities include the extension and enhancement of existing
separations technologies to respond to new applications, the development of
Page 4
new membranes, and the upgrading of membrane based systems to afford the user
greater purification capabilities. Research and development efforts also
identify new separations applications to which disposable separations devices
would be responsive, and develop new configurations into which membrane and
ion exchange separations media can be fabricated to efficiently respond to
the applications identified. Instruments, hardware, and accessories are also
developed to incorporate membranes, modules and devices into total
separations systems. Introduction of new applications frequently requires
considerable market development prior to the generation of revenues.
Millipore performs substantially all of its own research and development and
does not provide material amounts of research services for others.
Millipore's research and development expenses in 1991, 1992 and 1993 with
respect to continuing operations were, $32,633,000, $32,953,000 and
$34,952,000 respectively.
When it believes it to be in its long-term interests, the Company will
license newly developed technology from unaffiliated third parties and/or
will acquire exclusive distribution rights with respect thereto.
Competition
The Company's continuing operations face intense competition in all of
its markets. The Company believes that its principal competitors include
Pall Corporation, Barnstead Thermolyne Corporation, Sartorius GmbH, and
Gelman, Inc. Certain of the Company's competitors are larger and have
greater resources than the Company. However, the Company believes that it
offers a broader line of products, making use of a wider range of separations
technologies and addressing a broader range of applications than any single
competitor.
While price is an important factor, the Company competes primarily on
the basis of technical expertise, product quality and responsiveness to
customer needs, including service and technical support.
Acquisitions, Restructuring, and Divestitures
On November 11, 1993 Millipore announced that its Board of Directors had
approved a plan to divest its Instrumentation Division (the Waters
Chromatography and non-membrane bioscience businesses) in order to focus the
Company on its membrane business. The Waters Chromatography business was
acquired in 1980. Growth in the analytical instrument market has been
limited in the past few years. In the years 1986-1988 the Company expanded
its MilliGen division in order to extend its analytical and chemical
capabilities into the bio-instrumentation and chemicals field. In 1990 this
business was consolidated into Millipore's then existing businesses, in order
to achieve better focus and meaningful economics. The Company believes that
the divestiture of its chromatography business along with that of its non-
membrane bioscience business, will enable Millipore to better serve its
membrane customers, improve operating performance and increase shareholder
value. It is anticipated that the divestiture of the Instrumentation
Page 5
Divisions will be completed in the first half of 1994 and is anticipated to
result in a net gain.
At the time of the 1990 consolidation of MilliGen, the Company took
certain other actions to improve profitability, these measures in total
resulted in a non-recurring charge in the fourth quarter of 1990 amounting to
$34,750,000. The Company took a further charge, with respect to the
restructuring of its Waters Chromatography Division, of $13,000,000 in the
first quarter of 1993.
In the five-year period prior to its November 11, 1993 announcement
concerning the sale of its Waters Chromatography and non-membrane bioscience
business, the Company undertook a number of initiatives to expand its
business into new markets within the field of analysis and purification. The
Company has made several small, strategic acquisitions to accelerate
technology and market development in its several divisions. These included
the acquisition of the Bio Image division of Kodak in 1989, Extrel
Corporation in February of 1992, and Immunosystems Incorporated in July of
1992.
In November of 1989, the Company sold its process water division for
approximately $54,000,000 in cash. Included in the transaction were the
worldwide facilities and equipment and other assets for developing,
manufacturing and marketing that division's complete line of water
purification products, other than its laboratory scale water business. Also
included were the Company's 18 service deionization branches located
throughout the continental United States. This transaction is the subject of
litigation brought by Eastern Enterprises (see "Legal Proceedings").
Other Information
In April, 1988, the Company adopted a shareholder rights plan (the
"Rights Plan") and declared a dividend to its shareholders of the right to
purchase (a "Right"), for each share of Millipore Common Stock owned, one
additional share of Millipore Common Stock at a price of $160 for each share.
The Rights Plan is designed to protect Millipore's shareholders from attempts
by others to acquire Millipore on terms or by using tactics that could deny
all shareholders the opportunity to realize the full value of their
investment. The Rights will be exercisable only if a person or group of
affiliated or associated persons acquires beneficial ownership of 20% or more
of the outstanding shares of the Company Common Stock or commences a tender
or exchange offer that would result in a person or group owning 20% or more
of the outstanding Common Stock. In such event, or in the event that
Millipore is subsequently acquired in a merger or other business combination,
each Right will entitle its holder to purchase, at the then current exercise
price, shares of the common stock of the surviving company having a value
equal to twice the exercise price.
Millipore has been granted a number of patents and licenses and has
other patent applications pending both in the United States and abroad.
While these patents and licenses are viewed as valuable assets, Millipore's
patent position is not of material importance to its operations.
Millipore also owns a number of trademarks, the most significant being
"Millipore."
Page 6
Millipore's products are made from a wide variety of raw materials which
are generally available in quantity from alternate sources of supply; as a
result, Millipore is not substantially dependent upon any single supplier.
Millipore's business is neither seasonal nor dependent upon a single or
limited group of customers.
Bringing the Company's facilities into compliance with federal, state
and local laws regulating the discharge of materials into the environment or
otherwise relating to the protection of the environment has not, to date, had
a material effect upon Millipore's capital expenditures, earnings or
competitive position. (See "Legal Proceedings.")
As of December 31, 1993, Millipore's continuing operations employed
3,664 persons worldwide, of whom 1,938 were employed in the United States and
1,726 overseas.
Page 7
Executive Officers of Millipore
There follows a listing as of March 1, 1994 of the Executive Officers of
Millipore. All of the following individuals were elected to serve until the
Directors Meeting next following the 1994 Annual Stockholders Meeting.
First Elected:
To
An Present
Name Age Office Officer Office
John A. Gilmartin 51 Chairman of the Board 1980 1986
President and Chief (Chairman
Executive Officer of in 1987)
the Corporation
Geoffrey Nunes 63 Senior Vice President 1976 1980
General Counsel
Douglas A. Berthiaume 45* Senior Vice President 1985 1989
of the Corporation
Jack T. Johansen 51* Senior Vice President 1987 1989
of the Corporation
Glenda K. Burkhart 42 Vice President 1993 1993
of the Corporation
Douglas B. Jacoby 47 Vice President 1989 1989
of the Corporation
Michael P. Carroll 43 Vice President of the Corporation
Chief Financial Officer and
Treasurer 1992 1992
Dominique F. Baly 45 President Intertech - 1988
Division of Millipore
John E. Lary 47 Senior Vice President - 1993
and General Manager -
Americas Operation
Geoffrey D. Woodard 54 President of - 1989
Millipore's Analytical Group
* It is anticipated that Messrs. Berthiaume and Johansen will leave the
employ of the Company to head up the businesses to be divested, Waters
Chromatography and non-membrane bioscience respectively.
Mr. Gilmartin joined Millipore's finance department in 1978, was elected
Vice President and Chief Financial Officer in 1980, Senior Vice President in
1982, and to the additional position of President of the Membrane Division in
1985. In 1986, Mr. Gilmartin was elected President and Chief Executive
Officer of the Company and to the additional position of Chairman in 1987.
Mr. Nunes joined Millipore in 1976 as Vice President and General Counsel
and was elected a Senior Vice President in 1980.
Page 8
Mr. Berthiaume joined Millipore in 1980, was elected Vice President and
Chief Financial Officer in 1985, and as a Senior Vice President in 1989.
Dr. Johansen joined Millipore in 1987 as Vice President and was elected
a Senior Vice President in 1989.
Ms. Burkhart joined Millipore in 1993 as Corporate Vice President/Human
Resources. Prior to joining Millipore, she was a principal of Mass Burkhart,
a strategy consulting firm (1991-1993), responsible for organization
development and work force planning for Exxon Chemical (1989-1991), a
principal for Synectics, an organizational development consulting firm (1987-
1989), and a consultant for Bain and Co., a strategy consulting firm (1985-
1987).
Mr. Jacoby joined Millipore in 1975. After serving in various sales and
marketing capacities, Mr. Jacoby became Director of Marketing for the
Millipore Membrane Products Division in 1983 and in 1985, he assumed the
position of General Manager of the Membrane Pharmaceutical Division. Since
1987, Mr. Jacoby has been responsible for the Company's process membrane
business. Mr. Jacoby was elected a Corporate officer in December, 1989.
Mr. Carroll joined Millipore in 1986 as Vice President/Finance for the
Membrane Products Division following a ten-year career in the general
practice audit division of Coopers and Lybrand. In 1988, Mr. Carroll assumed
the position of Vice President of Information Systems (worldwide) and in
December of 1990, he became the Vice President of Finance for the Company's
Waters Chromatography Division. Mr. Carroll was elected to his current
position in February, 1992.
Mr. Baly joined Millipore, S.A. (France) in 1972. For at least five
years prior to relocating to the U.S. to assume his current position as
President of the Millipore Intertech Division in 1988, Mr. Baly held
positions of increasing sales and marketing responsibility within Millipore's
European operations including Vice President/General Manager of the Millipore
Products Division (1986-1987) and the Waters Chromatography Division (1984-
1985).
Mr. Lary is Senior Vice President and General Manager of the Americas
Operation, a position he has held since May, 1993. For the ten years prior
to that time, he served as Senior Vice President of the Membrane Operations
Division of Millipore.
Mr. Woodard joined Millipore (U.K.) Ltd. (England) in 1976 and for the
next seven years served in product management and marketing positions in
Europe. In 1983, he was named Director of Marketing for Millipore Europe,
and, in 1985, he relocated to the U.S. to assume the position of Director of
Product Management for the Membrane Products Division. He continued in this
position until 1986 when he became Vice President and General Manager of the
Laboratory Products Division. In 1989 Mr. Woodard became President of the
Membrane Analytical Group.
Messrs. Baly, Lary and Woodard were first listed as executive officers
in the Company's Annual Report on Form 10-K for 1989, the year it was
determined they met the Securities and Exchange Commission's definition of
"executive officer".
Page 9
Item 2. Properties.
Millipore owns in excess of 1.6 million square feet of facilities
located in the United States, Europe and Japan. The following table
identifies the principal properties owned by Millipore and describes the
purpose, floor space and land area of each.
Sq.Ft.
of Floor Land
Location Facility Space Area
Bedford, Executive Offices, research, 346,000 32 acres
Mass. pilot production & warehouse
Milford,* Manufacturing, research, 410,000 31 acres
Mass. office & warehouse
Cidra, Manufacturing, warehouse
Puerto Rico and office 134,000 36 acres
Jaffrey, Manufacturing, warehouse 169,000 32 acres
N.H. and office
Pittsburgh,* Manufacturing, research 55,000 7 acres
PA and office
Molsheim, Manufacturing, warehouse 165,200 20 acres
France and office
Yonezawa, Manufacturing and warehouse 156,300 7 acres
Japan
Taunton,* Manufacturing 32,000 12 acres
Mass.
Cork, Manufacturing 83,000 20 acres
Ireland
St. Quentin Office and research 50,000 5 acres
France
_____________________________________
* It is anticipated that these properties will be sold in connection with the
divestiture of the Waters Chromatography and non-membrane bioscience
businesses.
In addition to the above properties, Millipore has entered into a long
term lease for premises abutting its Bedford facility. This lease makes
75,000 square feet of building available to Millipore and contains rights of
first refusal and options with respect to the purchase of the premises by
Millipore. During 1988 Millipore entered into a 10-year lease for a building
of 130,000 square feet located in Burlington, Massachusetts, approximately 5
miles from its Bedford headquarters. This lease contains a single 5-year
extension option. In 1991, the Company entered into two long term lease
arrangements. The first was a sublease of a 130,000 square foot office
Page 10
building located in Marlborough, Massachusetts. This lease expires at the
end of 1995 and Millipore has obtained from the owner an option to lease
these premises for an additional five years. This facility is being used as
the consolidated headquarters for all the Company's U. S. sales and support
operations. It is anticipated that the Company will vacate these premises in
1994 and will not exercise its renewal option. The second lease arrangement
is a 15-year lease with renewal options for an aggregate of 20 years, as well
as a purchase option covering a 134,000 square foot building which is
adjacent to the Company's Bedford facility and will be used for expansion
purposes, initially the consolidation of the Company's Process System
Division (part of the Membrane Process Group).
In addition to its foregoing properties, Millipore currently leases
various manufacturing, sales, warehouse, and administrative facilities
throughout the world. Such leases expire at different times through 2017.
The rented space aggregate is approximately 1,050,000 square feet and cost
was approximately $8,068,000 in 1993. No single lease, in the opinion of
Millipore, is material to its operations.
Millipore is of the opinion that all the facilities owned or leased by
it are well maintained, appropriately insured, in good operating condition
and suitable for their present uses.
Item 3. Legal Proceedings.
Millipore has been sued in the Superior Court for Middlesex County,
Massachusetts by Eastern Enterprises and its subsidiary, Ionpure
Technologies, Inc. ("Ionpure"), alleging misrepresentations made in
conjunction with the sale by Millipore of its Process Water Division to
Ionpure in November of 1989. The Company believes it has adequate and
complete defenses to this litigation and intends to vigorously defend the
action. Although the Company is unable to predict with certainty the outcome
of the lawsuit, its ultimate disposition is not expected to have a material
adverse effect on Millipore's financial condition.
Millipore has been notified in nine instances that the United States
Environmental Protection Agency ("EPA") has determined that a release or a
substantial threat of a release of hazardous substances (a "Release") as
defined in Section 101 of the Comprehensive Environmental Response
Compensation and Liability Act of 1980 ("CERCLA") as amended by the Superfund
Amendments and Reauthorization Act of 1986 (SARA) (the so-called "Superfund"
law) has occurred at certain sites to which chemical wastes generated by the
manufacturing operations of Millipore or one of its divisions may have been
sent. These notifications typically also allege that Millipore may be a
responsible party under CERCLA with respect to any remedial action needed to
control or prevent any such Release. Under CERCLA the EPA may undertake
remedial action in response to a Release and responsible parties may by
liable, without regard to fault or negligence, for costs incurred. As a
result it is possible, although highly unlikely given the large number and
size of financially solvent corporations participating at each site who have
been similarly notified, that the Company might be liable for all of the
Page 11
costs incurred in such a cleanup. In each instance Millipore knows that it
is only one of many companies and entities which received such notification
and who may likewise be held liable for any such remedial costs. In 1992,
the EPA unexpectedly proposed settlements for several of these sites. Based
on those proposed settlements and all other information available to
management, the Company recorded a provision of $5,800,000 against cost of
sales which, in management's best estimate, when combined with previously
established reserves, will be sufficient to satisfy all known claims by the
EPA. In seven separate instances involving a total of ten such sites; the
Company has entered into consent decrees; paid approximately $13.9 million;
and received partial releases. The aggregate of any future potential
liabilities is not expected to have a material adverse effect on Millipore's
financial condition.
Item 4. Submission of Matters to a Vote of Security Holders.
This item is not applicable.
PART II
Item 5. Market for Millipore's Common Stock, and Related Stockholder
Matters.
The information called for by this item is set forth under the caption
"Millipore Stock Prices" on page 51 of Millipore's Annual Report to
Shareholders for the year ended December 31, 1993, which information is
hereby incorporated herein by reference.
Item 6. Selected Financial Data.
The information called for by this item is set forth under the caption
"Millipore Corporation Eleven Year Summary of Operations" on pages 48 and 49
of Millipore's Annual Report to Shareholders for the year ended December 31,
1993, which information is hereby incorporated herein by reference.
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
The information called for by this item is set forth under the caption
"Management's Discussion and Analysis" on pages 33 and 34 of Millipore's
Annual Report to Shareholders for the year ended December 31, 1993, which
information is hereby incorporated herein by reference.
Item 8. Financial Statements and Supplementary Data.
The information called for by this item is set forth on pages 35 to 47
and under the caption "Quarterly Results (Unaudited)" on page 50 of
Millipore's Annual Report to Shareholders for the year ended December 31,
1993, which information is hereby incorporated herein by reference.
Item 9. Disagreements on Accounting and Financial Disclosure.
This item is not applicable.
Page 12
PART III
Item 10. Directors and Executive Officers of Millipore.
The information called for by this item with respect to registrant's
directors and compliance with Section 16(a) of the Securities Exchange Act of
1934 as amended is set forth under the caption "Management and Election of
Directors--Nominees for Election as Directors" on pages 2 - 8 of Millipore's
definitive Proxy Statement, dated March 18, 1994, for Millipore's Annual
Meeting of Stockholders to be held on April 21, 1994, which information is
hereby incorporated herein by reference.
Information called for by this item with respect to registrant's
executive officers is set forth under "Executive Officers of Millipore" in
Item 1 of this report.
Item 11. Executive Compensation.
The information called for by this item is set forth under the caption
"Management and Election of Directors-Executive Compensation" on pages 8 -
17 of Millipore's definitive Proxy Statement, dated March 18, 1994, for
Millipore's Annual Meeting of Stockholders to be held on April 21, 1994,
which information is hereby incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
The information called for by this item is set forth under the caption
"Ownership of Millipore Common Stock" on page 18 of Millipore's definitive
Proxy Statement, dated March 18, 1994, for Millipore's Annual Meeting of
Stockholders to be held April 21, 1994, which information is hereby
incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions.
The information called for by this item is set forth under the caption
"Management and Election of Directors - Executive Compensation" on pages 2 -
8 and 12 - 17 of Millipore's definitive Proxy Statement, dated March 18,
1994, for Millipore's Annual Meeting of Stockholders to be held on April 21,
1994, which information is hereby incorporated herein by reference.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) The following documents are filed as part of this report:
1. Financial Statements
The financial statements set forth on pages 35 through 47, the Report of
Independent Accounts on Page 47 and the Quarterly Results (Unaudited) set
Page 13
forth on page 50 of Millipore's Annual Report to Shareholders for the year
ended December 31, 1993, are hereby incorporated herein by reference. Filed
as part of this report are:
(1) Report of Independent Accountants on the Financial Statement
Schedules included in Form 10-K Annual Report.
(2) Consent of Independent Accountants relating to the incorporation of
their report on the Consolidated Financial Statements and their report on the
Financial Statement Schedules into Registrant's Securities Act Registration
Nos. 2-72124, 2-85698, 2-91432, 2-97280, 33-37319, 33-37323 and 33-11-790 on
Form S-8 and Securities Act Registration Nos. 2-84252, 33-9706, 33-20792, 33-
22196, 33-47213 on Form S-3.
2. Financial Statement Schedules
Schedule V Property, Plant and Equipment - Consolidated
Schedule VI Accumulated Depreciation of Property, Plant and
Equipment - Consolidated
Schedule VIII Valuation and Qualifying Accounts
Schedule IX Short-term Borrowings
Schedule X Supplementary Income Statement Information
All Schedules other than those listed above have been omitted because
they are not applicable or not required under Regulation S-X.
Items 5 through 8 and Item 14 (a) (1) of this Annual Report on Form 10-K
incorporate only the indicated portions of Pages 33 through 51 of Millipore's
Annual Report to Shareholders for the year ended December 31, 1993; no other
portion of such Annual Report to Shareholders shall be deemed to be
incorporated herein or filed with the Commission.
For purposes of complying with the amendments to the rules governing
Form S-8 (effective July 13, 1990) under the Securities Act of 1933, the
undersigned registrant hereby undertakes as follows, which undertaking shall
be incorporated by reference into registrant's Registration Statements on
Form S-8 Nos.: 2-72124; 2-85698; 2-91432; 2-97280; 33-37319; 33-37323 and 33-
11-790:
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (The "Act") may be permitted to directors,
officers and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been advised that
in the opinion of the Securities and Exchange commission such
indemnification is against public policy as expressed in the Securities
Act of 1933 and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered,
the registrant will, unless in the opinion of its counsel the matter has
Page 14
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
Page 15
3. Exhibits:
A. Incorporated by Reference
Document Incorporated Referenced Document on
file with the Commission
(3) Amendment to Restated Articles Form 10-K Report for
of Organization dated May 22, year ended 12/31/87
1987 and By Laws and Form 10-K Report
for year ended 12/31/90
respectively
(4) Indenture dated as of March 30, Registration Statement
1988, relating to the issuance on Form S-3 (No.
of $100,000,000 principal amount 33-20792); and a
of Registrant's 9.20% Notes Due Form T-1 (No.
1998 22-18144)
(10) Millipore's various employee benefit and executive compensation
plans and arrangements are incorporated herein by reference to the
indicated documents filed with the Commission:
Document Referenced Document on File
Incorporated with the Commission:
Shareholder Rights Agreement Form 8-K Report for April, 1988
dated as of April 15, 1988
between Millipore and The
First National Bank of Boston
Long Term Restricted Stock Form 10-K Report for the year
(Incentive) Plan for Senior ended December 31, 1984.
Management
1985 Combined Stock Option Form 10-K Report for the year
Plan ended December 31, 1985
Supplemental Savings and Form 10-K Report for the year
Retirement Plan for Key ended December 31, 1984.
Salaried Employees of
Millipore Corporation
Long Term Performance Plan Form 10-K Report for the year
for Senior Executives ended December 31, 1984.
Executive Termination Form 10-K Report for the year
Agreement ended December 31, 1984.
B. The following Exhibits are filed herewith:
(10) Executive "Sale of Business" Incentive Termination Agreements
(2)
(11) Computation of Per Share Earnings
(13) Annual Report to Shareholders, December 31, 1993
Page 16
(21) Subsidiaries of Millipore
(23) Consents of Experts (see page 21 hereto)
(24) Power of Attorney
(b) On November 30, 1993 the Company filed a Current Report on Form 8-K
reporting on our November 11, 1993 event, the issuance of its press
release announcing plans to divest its Waters Chromatography business
and exit its non-membrane bioscience business. Said Report contained
the following Company financial statements:
(i) Consolidated Statements of Income (Restated) for the nine months
ended September 30, 1993 and September 30, 1992.
(ii) Consolidated Statements of Income (Restated) for each of the first
three quarters of 1993 and the nine months ended September 30,
1993.
(iii) Consolidated Statements of Income (Restated) for each quarter of
1992 and for the full year ended December 31, 1992.
(iv) Consolidated Statements of Income (Restated) for each quarter of
1991 and for the full year ended December 31, 1991.
(v) Consolidated Balance Sheet (Restated) as of September 30, 1993 and
December 31, 1992.
Page 17
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.
MILLIPORE CORPORATION
Geoffrey Nunes
By /s/ Geoffrey Nunes
Senior Vice President
Dated: March 25, 1994
Page 18
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 capacity and on the dates indicated.
SIGNATURE TITLE DATE
JOHN A. GILMARTIN* Chairman, President, February 10, 1994
John A. Gilmartin Chief Executive Officer,
and Director
/s/ Michael P. Carroll Vice President February 10, 1994
Michael P. Carroll Chief Financial Officer
Treasurer
CHARLES D. BAKER* Director February 10, 1994
Charles D. Baker
______________________ Director February 10, 1994
Samuel C. Butler
MARK HOFFMAN* Director February 10, 1994
Mark Hoffman
GERALD D. LAUBACH* Director February 10, 1994
Gerald D. Laubach
STEVEN MULLER* Director February 10, 1994
Steven Muller
THOMAS O. PYLE* Director February 10, 1994
Thomas O. Pyle
JOHN F. RENO* Director February 10, 1994
John F. Reno
JAMES L. VINCENT* Director February 10, 1994
James L. Vincent
WARREN E. C. WACKER* Director February 10, 1994
Warren E. C. Wacker
*By /s/ Geoffrey Nunes
Attorney-in-Fact
Geoffrey Nunes
Page 19
REPORT OF INDEPENDENT ACCOUNTANTS
Our report on the consolidated financial statements of Millipore Corporation
has been incorporated by reference in this Form 10-K from Page 47 of the 1993
Annual Report to Shareholders of Millipore Corporation. In connection with
our audits of such financial statements, we have also audited the related
financial statement schedules listed in the index (Item 14 (a)2 - Financial
Statement Schedules) on Page 14 of this Form 10-K.
In our opinion, the financial statement schedules referred to above, when
considered in relation to the basic financial statements taken as a whole,
present fairly, in all material respects, the information required to be
included therein.
COOPERS & LYBRAND
Boston, Massachusetts
January 24, 1994, except as
to the information presented
in Note F, for which the date
is March 3, 1994
Page 20
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statements
of Millipore Corporation on Form S-8 (File Nos. 2-91432, 2-72124, 2-85698, 2-
97280, 33-37319, 33-37323, 33-11-790), and on Form S-3 (File Nos. 2-84252, 33-
9706, 33-22196, 33-20792, 33-47213) of our report dated January 24, 1994, except
as to the information presented in Note F, for which the date is March 3, 1994,
on our audits of the consolidated financial statements and financial statement
schedules of Millipore Corporation as of December 31, 1993 and 1992, and for the
years ended December 31, 1993, 1992, and 1991, which report is incorporated by
reference in this Annual Report on Form 10-K.
COOPERS & LYBRAND
Boston, Massachusetts
March 24, 1994
Page 21
Millipore Corporation
Schedule V - Property Plant, and Equipment - Consolidated
(In Thousands)
Balance Other Chgs. Balance
Beginning Additions RetirementsDebit and/or at End
of Period at Cost or Sales (Credit) (a) of Period
Year Ended December 31, 1993
Land $ 6,939 $ 0 $ 0 $ 27 $ 6,966
Leadhold improvements 11,669 237 (307) 4,509 16,108
Buildings and improvements 104,041 684 (678) 4,007 108,054
Production and other equipment 183,179 9,347 (5,136) 18,817 206,207
Construction in progress 35,352 15,717 (99) (30,339) 20,631
Property, plant, and
equipment $341,180 $25,985 $(6,220) $(2,979) $357,966
Year Ended December 31, 1992
Land $ 7,181 $ 0 $ 0 $ (242) $ 6,939
Leasehold improvements 11,638 1,397 (780) (586) 11,669
Buildings and improvements 101,093 3,107 (11) (148) 104,041
Production and other equipment 179,936 9,933 (8,899) 2,209 183,179
Construction in progress 29,159 26,550 (5,383) (14,974) 35,352
Property, plant, and
equipment $329,007 $40,987 $(15,073) $(13,741) $341,180
Year Ended December 31, 1991
Land $ 7,051 $ 103 $ (129) $ 156 $ 7,181
Leasehold improvements 7,484 2,385 (913) 2,682 11,638
Buildings and improvements 86,957 3,514 (2,937) 13,559 101,093
Production and other equipment 156,682 15,085 (8,423) 16,592 179,936
Construction in progress 36,933 23,814 0 (31,588) 29,159
Property, plant, and
equipment $295,107 $44,901 $ (12,402) $ 1,401 $329,007
(a)Represents the reclassification of construction in progress to depreciable
assets and the impact on the translation of property, plant and equipment
of changes in the value of foreign currencies relative to the United
States dollar.
Page 22
Millipore Corporation
Schedule VI - Accumulated Depreciation of Property, Plant, and Equipment -
Consolidated
(In Thousands)
Balance Other Chgs. Balance at
Beginning Additions Retirement Debit and/or End of
of Period at Cost or Sales (Credit) Period
(a) (b)
Year Ended December 31, 1993
Leashold improvements $ 6,571 $ 1,848 $ (264) $ (163) $ 7,992
Buildings and improvements 31,314 4,550 (642) (224) 34,998
Production and other equipment 108,225 17,377 (3,798) (1,723) 120,081
Accumulated depreciation of
property, plant, and equipment$146,110 $ 23,775 $(4,704) $(2,110) $163,071
Year Ended December 31, 1992
Leasehold improvements $ 5,493 $ 1,721 $ (240) $ (403) $ 6,571
Buildings and improvements 27,087 4,347 (11) (109) 31,314
Production and other equipment 102,323 17,439 (7,741) (3,796) 108,225
Accumulated depreciation of
property, plant, and equipment$134,903 $ 23,507 $(7,992) $(4,308) $146,110
Year Ended December 31, 1991
Leasehold improvements $ 4,968 $ 1,335 $ (734) $ (76) $ 5,493
Buildings and improvements 24,579 3,384 (1,204) 328 27,087
Production and other equipment 92,218 16,186 (6,223) 142 102,323
Accumlated depreciation of
property, plant, and equipment$121,765 $ 20,905 $(8,161) $ 394 $134,903
(a)Property, plant, and equipment is generally depreciated over the
following useful lives: buildings and improvements, 33 years:
production and other equipment, 10 years: leasehold improvements, the
lives of the related leases.
(b)Represents the impact on the translation of property, plant, and
equipment of changes in the value of foreign currencies relative to the
United States dollar.
Page 23
Millipore Corporation
Schedule VIII - Valuation and Qualifying Accounts
(In Thousands)
Column A Column B Column C Column D Column E
Balance at Additions Deductions Balance at
Beginning of Charged to Costsfrom End of
Period and Expenses Reserve Period
Allowance for doubtful accounts
(deducted from related asset
account in the consolidated
balance sheet):
Year ended December 31, 1993 $1,752 $1,825 $(514) $3,063
Year ended December 31, 1992 $2,387 $ 325 $(960) $1,752
Year ended December 31, 1991 $2,182 $ 354 $(149) $2,387
Page 24
Millipore Corporation
Schedule IX - Short Term Borrowings
(In Thousands)
Weighted Avg Max. Amt. Avg. Amt. Weight Avg.
Balance at Interest Rate Outstanding Outstanding Interest Rate
End of at End of During the During the During the
Period Period Period Period Period
Year ended
December 31, 1993 $ 51,420 4.5% $129,332 $ 94,465(a) 4.3%(b)
Year ended
December 31, 1992 $112,064 4.7% $182,439 $132,696(a) 5.1%(b)
Year ended
December 31, 1991 $ 91,339 6.5% $114,913 $ 93,390(a) 7.1%(b)
(a) Computed on a month-end basis
(b) Computed on a quarter-end basis
Page 25
Millipore Corporation
Schedule X - Supplementary Income Statement Information
(In Thousands)
Charged to Costs
and Expenses
Year ended December 31,
Item 1993 1992 1991
Maintenance and Repairs * * *
Depreciation and Amortization
of intangible assets, preoperating
costs and similar deferrals * * *
Taxes, other than payroll
and income taxes * * *
Royalties * * *
Advertising costs $ 7,447 $ 5,950 $ 5,368
* Less than 1% of total sales
Page 26
- ------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
ANNUAL REPORT
OF
MILLIPORE CORPORATION
For the Fiscal Year Ended December 31, 1993
****************
EXHIBITS
****************
- ----------------------------------------------------------------
Page 27
INDEX TO EXHIBITS
Exhibit No. Description Tab No.
(10) Executive "Sales of Business" 1
Incentive Termination
Agreements (2)
(11) Computation of Per Share Earnings 2
(13) Annual Report to Shareholders,
December 31, 1993 3
(21) Subsidiaries of Millipore 4
(23) Consents of Experts
(see page 21 hereto)
(24) Power of Attorney 5
Page 28