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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 December 31, 1997
-----------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 1-4184
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MATEC Corporation
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 06-0737363
- ------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification number)
75 South St., Hopkinton, Massachusetts 01748
- -------------------------------------- ----------
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (508) 435-9039
--------------
Securities registered pursuant to Section 12 (b) of the Act:
Title of each class: Name of each exchange on which registered:
-------------------- ------------------------------------------
Common Stock $.05 par value American Stock Exchange
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 (Sec.229.405 of this chapter) 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. [X]
-1-
Aggregate market value of voting stock held by non-affiliates: $5,715,468
(computed by reference to the last sales price of such common stock on
March 23, 1998 as reported in the American Stock Exchange consolidated
trading index).
Number of shares of common stock outstanding at March 23, 1998: 2,733,631
Documents incorporated by reference:
Annual Report to Stockholders for the year ended December 31, 1997:
Parts I, II and IV
Proxy Statement for the 1998 annual meeting of stockholders: Part III
-2-
PART I
Item 1. Business
- -----------------
General
- -------
MATEC Corporation ("MATEC" or "Registrant") is incorporated under
the laws of Delaware. As used herein the term "Company" refers to
MATEC and its subsidiaries.
Industry Segments
- -----------------
The Company's business operates in two segments: Electronics and
Instruments, and is conducted primarily through its three principal
wholly owned operating subsidiaries.
In May 1997, the Company sold its AcoustoSizer(TM) product line in
the Instruments segment. For further information, see Note 3 of the
Notes to Consolidated Financial Statements in the 1997 Annual Report to
Stockholders, which Note is incorporated by reference.
During 1997 the Company had two real estate complexes, located in
Delaware and Massachusetts, which were operated by its wholly owned
subsidiaries, RSC Realty Corporation and MEKontrol, Inc.,
respectively. In February 1998, the Company sold its real estate
complex located in Delaware. For further information, see Note 16 of
the Notes to Consolidated Financial Statements in the 1997 Annual
Report to Stockholders, which Note is incorporated by reference.
During the third quarter of 1997, the Company adopted a plan to
sell its Bergen Cable Technologies, Inc. ("BCT") subsidiary. The
Company signed a letter of intent in December 1997 to sell assets and
certain liabilities for approximately $7.5 million in cash and a $1.25
million note receivable. The transaction is subject to the negotiation
and execution of a definitive purchase agreement, the approval of the
Company's Board of Directors, and the buyers obtaining certain
financing. The Company expects to realize a gain on the disposition of
BCT. The operating results of BCT have been reported as discontinued
operations, and previously reported financial statements have been
restated to reflect this disposition. For further information, see
Note 2 of the Notes to Consolidated Financial Statements in the 1997
Annual Report to Stockholders, which Note is incorporated by reference.
Financial information about industry segments is set forth in
Note 13 of the Notes to Consolidated Financial Statements in the 1997
Annual Report to Stockholders, which Note is incorporated by reference.
-3-
Principal Products and Services
- -------------------------------
Electronics
-----------
Valpey-Fisher Corporation ("Valpey") is involved in the design,
production, import, and sale of quartz crystals and oscillators. In
addition, Valpey manufactures and provides a wide variety of piezoelectric
products and related services.
The quartz crystals and oscillators are used in commercial,
industrial, military, and aerospace products which rely on electronic
rather than mechanical control of their function. To assure precise
timing and control, the electronic circuitry used in these products
incorporates quartz crystals and oscillators as integral components.
Except for more costly atomic standards, quartz crystals and oscillators
continue to be one of the most stable references for accurately
controlling electronic frequencies and time.
Valpey's products and capabilities include:
- high-volume, low-cost crystals and oscillators for consumer
and commercial applications,
- high-reliability, precision crystals and oscillators used
in sophisticated industrial, military and aerospace
applications.
- ultra-high frequency crystals used in crystal filters and
oscillators for OEM telecommunications and microwave
applications.
Applications for Valpey's products include computers, computer
peripheral equipment such as modems and high resolution graphics
terminals, microprocessor-based instrumentation, communications equipment,
and defense and aerospace electronics. A significant portion of the
high-volume, low-cost product sales is derived from imported products.
Crystal and oscillator sales accounted for 69%, 61%, and 61% of the
Company's sales for the years ended December 31, 1997, 1996 and 1995,
respectively.
Piezoelectric products manufactured by Valpey include ultrasonic
transducer crystals and assemblies, surface acoustic wave (SAW)
substrates, and precision quartz crystals. In addition, Valpey provides a
variety of related services to the electronic and optical markets of the
research, commercial, industrial, medical, and aerospace industries.
Products are sold by its direct sales personnel, independent
manufacturers' representatives and distributors.
Cultured quartz, which is available from a number of domestic and
foreign suppliers, is the principal raw material.
Valpey imports products from various Far East (including China, Japan,
South Korea, and Taiwan) suppliers for resale to its customers.
Historically, Valpey has not experienced significant quality or delivery
problems with these suppliers. In order to eliminate the effects of
currency fluctuations, Valpey purchases the product in U.S. dollars.
However, Valpey is subject to the inherent risks involved in international
trade such as political instability and restrictive trade policies.
-4-
Instruments
-----------
The Company's Instruments segment includes Matec Applied Sciences,
Inc. ("MASI") and Matec Instruments, Inc.("MI"). These subsidiaries
develop and manufacture computer-controlled ultrasonic test equipment
to perform real-time measurements and analysis. The Instruments
segment accounted for 24%, 33%, and 32% of the Company's sales for the
years ended December 31, 1997, 1996 and 1995, respectively.
The instruments are sold in the USA mainly through each
subsidiary's sales personnel, while foreign sales are performed through
independent manufacturers' representatives. Crystal Biotech (TN)
products are sold worldwide exclusively through one distributor.
Export sales accounted for 48%, 31%, and 49% of this segment's sales
for the years ended December 31, 1997, 1996 and 1995, respectively.
Export sales are primarily shipped to customers located in Europe,
the Pacific Rim and Canada. Product is sold in U.S. dollars and may be
shipped on open account (based on credit history and rating), through a
letter of credit, or by payment of cash in advance.
The principal raw materials used are electronic components.
Generally, most of the components are available from a number of
sources. However, a few electronic components are purchased from
single suppliers. The Company believes, however, that if necessary,
alternate sources of supply for these items could be developed and
delays in obtaining alternate sources would not have a material adverse
effect on its business.
Matec Applied Sciences, Inc. ("MASI")
-------------------------------------
MASI produces and sells instruments that evaluate the stability of
colloidal dispersions (small particles in suspension) for fundamental
and applied research in both laboratory and industrial applications.
Currently, MASI sells two instruments: the ESA-8000 ("ESA") and the
CHDF 2000 Particle Sizer ("CHDF").
The ESA system measures the surface electrical charge, particle
mobility, pH, conductivity, and temperature of colloidal suspensions in
both aqueous and non-aqueous dispersions. The computer-controlled
instrument provides on-line, real time measurements and on-screen
plotting. The major markets for this system include industries
involved in the research and processing of pigments, minerals and ores,
ceramics and petrochemicals.
During the second quarter of 1996, MASI introduced and began
shipping its CHDF, an upgraded and newer version of the original CHDF
1100 Particle Sizer that was introduced in 1989. The CHDF performs
high-resolution measurements of particle size distributions in the size
range of 0.015 - 1.1 microns. The instrument operates using Windows
software and may be used with an external autosampler The primary
markets for this instrument are the latex, ceramics, pharmaceutical and
pigment industries.
-5-
In May 1997, the Company sold its third instrument product line,
the AcoustoSizer(TM). For further information, see Note 3 to the Notes
to Consolidated Financial Statements in the 1997 Annual Report to
Stockholders, which Note is incorporated by reference. The
AcoustoSizer(TM) was developed by MASI in a joint effort with Colloidal
Dynamics Pty. Ltd. and the University of Sydney, both in
Australia.
Matec Instruments, Inc. ("MI")
------------------------------
MI designs, manufactures and sells:
- high power ultrasonic instrumentation and systems for the
non-destructive evaluation (NDE) and non-destructive testing
(NDT) of materials.
- Doppler blood flow, and heart, vascular and cell function
instruments, under the Crystal Biotech trade name, used mainly
in cardiovascular medical research.
- ultrasonic transducers and probes that allow these systems to
measure flow in blood vessels as small as 0.3 mm in diameter and
heart functions in all venues.
During the last four years, MI's main focus has been selling custom
designed systems used to inspect for and detect flaws in materials.
These systems may be integrated with a customer's manufacturing or
quality control process. MI believes that its future growth will come
from sales of these custom systems that combine ultrasonic technology
with custom software, hardware and mechanical design. MI's also
continues to sell a line of standard instrumentation to the NDE/NDT
market.
Instrumentation products for the NDE/NDT markets include various
custom Immersion Tank Imaging Test Systems, a family of ultrasonic PC
plug-in board instruments and several older, manually and computer
controlled toneburst instruments. Markets for these instruments
include government and academic research laboratories, as well as R&D
and quality assurance departments in industry.
The immersion testing systems are capable of providing
high-definition, full-color C-Scan representations of flaws deep within
materials and structures. The plug-in boards, when installed in
certain computers, provide the user certain material testing features.
These systems facilitate the detection of defects and anomalies in
metals, ceramics, composites and other types of materials. Industrial
applications for the system include the evaluation of bond quality,
material integrity and delamination detection.
Crystal Biotech's(TN) main products include the CBI-8000 and
ultrasonic probes. The CBI-8000, an upgradable and modular instrument
introduced in 1994, measures blood flow and myocardial dimensions in
laboratory instrumented animals. Modules offered by MI enhance the
capabilities of the CBI-8000 to provide the user simultaneous
measurements of blood flow, organ dimensions, and tissue thickness and
volumetric flow. Primary markets for these products include government
and university laboratories, research hospitals and the pharmaceutical
industry.
-6-
Patents and Licenses
- --------------------
The Company owns various patents and has additional patent
applications pending. While some of these patents are deemed to have
value, the business of the Company, in the opinion of management, is
not substantially dependent upon such patents, but is primarily based
on know-how and market acceptance.
In the Instruments segment, MASI is a licensee of certain patented
technology relating to its CHDF-2000 product. Under the CHDF
agreement, MASI is granted the sole and exclusive worldwide right to
manufacture and sell products utilizing certain technology.
Seasonal Nature of the Business
- -------------------------------
In recent years, the Company has experienced some softness in third
quarter sales offset by a rise in fourth quarter sales in the
Instruments segment. The Company attributes this third quarter decline
to vacations taken during the summer months in the research community
(industry, government and university).
Working Capital
- ---------------
There are no unusual working capital requirements relating to the
Company's ongoing operations.
Customers
- ---------
During the last three years, no customer accounted for 10% of the
Company's consolidated sales.
A majority of the sales in the Electronics segment are to the
computer and telecommunications markets. Approximately 32% of the
Electronics segment sales in 1997 were made to its five largest
customers. Approximately 24% of the Instruments segment sales were
made to its five largest customers.
-7-
Backlog Data
- ------------
The Company's backlog of firm orders at December 31, 1997 and 1996
are as follows (in thousands):
Segment 1997 1996
------------- ---- ----
Electronics ..................... $3,935 $2,744
Instruments ..................... 643 187
------ ------
$4,578 $2,931
====== ======
The increase in the Electronics segment is mainly attributable to
the increased demand and improved market conditions in the
telecommunications market. The 1997 backlog in the Instruments segment
includes orders for 3 custom designed systems for the NDE/NDT market
compared to no orders in 1996. In the Instruments segment, management
believes that backlog data is not as meaningful, since customer's
orders for instruments are normally shipped upon receipt of order.
The Company expects to ship all of the December 31, 1997 backlog
within 1998.
Government Contracts
- --------------------
The Company's government contract-related business is in the form
of firm fixed-price contracts. These contracts are subject to the
standard government contract clause which permits the Government to
terminate such contracts at its convenience. In the event of such
termination there are provisions to enable the Company to recover its
costs plus a fee. The Company does not at this time anticipate the
termination of any of its major government contracts.
Competition
- -----------
In most of the markets in which the Company operates there are
numerous competitors. A number of the competitors are larger and have
greater resources than the Company. Larger competitors include M-tron
Industries, Inc. in the Electronics segment. In addition, in the
Electronics segment, foreign competitors, particularly from the Far
East, continue to dominate the U.S. markets. However, based on the
reasons below, the Company believes it can maintain a competitive
position in its businesses.
In the Electronics segment, the Company believes its quality,
strong design and application engineering, responsive customer service
and a willingness to provide specialty small quantity orders will
continue to enable the Company to remain competitive in its markets.
In the Instruments segment, the Company believes its strong design
work, application engineering and quality will enable it to remain
competitive in the markets in which it competes.
-8-
Research and Development
- ------------------------
Expenditures for Company-sponsored research and development
activities amounted to approximately $124,000, $705,000 and $525,000 in
1997, 1996 and 1995, respectively. Such amounts represent 0.7%, 3.9%
and 2.8%, respectively, of sales for such periods.
The decrease in 1997 expenses is attributable to reduced expenses
in the Instruments segment due to the phasing out of the
AcoustoSizer(TM) in the fourth quarter of 1996 and the completion of
the new CHDF instrument model in 1996. The increase in expenses from
1996 to 1995 is mainly due to higher expenses in the Instruments
segment relating to the new model of the CHDF instrument.
Environmental Regulations
- -------------------------
To the knowledge of the Company compliance with Federal, state and
local provisions which have been enacted or adopted regulating the
discharge of materials into the environment or otherwise relating to
the protection of the environment, has not had, nor will have a
material effect upon capital expenditures, earnings or competitive
position.
Employees
- ---------
No employees at the various locations of the Company are
represented by a collective bargaining unit. At December 31, 1997, the
Company's continuing operations have 102 full-time and 5 part-time
employees. The Company considers its relations with its employees to
be satisfactory.
Foreign and Domestic Operations and Export Sales
- ------------------------------------------------
The Company's continuing operations have no foreign operations.
Financial information about export sales is set forth in Note 12 of the
Notes to Consolidated Financial Statements in the 1997 Annual Report to
Stockholders, which Note is incorporated by reference.
-9-
Item 2. Properties
- ------- ----------
The Company has the following facilities, each of which contains
office and manufacturing space and all of which are owned (except as
noted).
Approximate
Location Square Feet Primary Use
-------- ----------- -----------
Northboro, Massachusetts (1) 35,000 Real Estate Operation
Instruments
Hopkinton, Massachusetts 32,400 Electronics, Corporate
Headquarters
(1) Matec Instruments occupies approximately 11,000 square feet,
approximately 10,000 square feet is leased and the remaining
space is available for rent.
In February 1998, the Company sold its facility located in
Wilmington, Delaware. See Note 16 of the Notes to Consolidated
Financial Statements in the 1997 Annual Report to Stockholders.
The Company believes its facilities are suitable for their current uses
and are in good repair. The Company believes that its facilities are
adequate to satisfy its production capacity needs for the immediate
future.
Item 3. Legal Proceedings
- ------- -----------------
The Company is involved in litigation in the ordinary course of
business. The Company believes based on advice of legal counsel that
the outcome of these actions should not have a material adverse effect
on the financial condition of the Company.
Item 4. Submission of Matters to a Vote of Security Holders
- ------- ---------------------------------------------------
No matters were submitted to a vote of the Registrant's security
holders during the last quarter of the fiscal year covered by this
report.
-10-
Executive Officers of the Registrant
- ------------------------------------
The names, ages and offices of the executive officers of the
Registrant are as follows:
Name Age Office
---- --- ------
Ted Valpey, Jr. 65 President and Chief Executive Officer
Michael J. Kroll 49 Vice President and Treasurer
The term of office for each officer of the Registrant is until the
first meeting of the Board of Directors following the Annual Meeting of
Stockholders and until a successor is chosen and qualified.
Mr. Valpey has been President and Chief Executive Officer of the
Registrant since April 28, 1997. He has been Chairman of the
Corporation since prior to 1993.
Mr. Kroll has been Vice President and Treasurer of the Registrant
since prior to 1993.
PART II
Item 5. Market for the Registrant's Common Stock and Related
- ------- ----------------------------------------------------
Stockholder Matters
-------------------
The information set forth on the inside front cover of the 1997
Annual Report to Stockholders under the caption "Common Stock
Information" is incorporated by reference.
Item 6. Selected Financial Data
- ------- -----------------------
The information set forth on page 3 of the 1997 Annual Report to
Stockholders under the caption "Five Year Financial Summary" is
incorporated by reference.
Item 7. Management's Discussion and Analysis of Financial
- ------- -------------------------------------------------
Condition and Results of Operations
-----------------------------------
The information set forth on pages 3 through 5 of the 1997 Annual
Report to Stockholders under the caption "Management's Discussion and
Analysis" is incorporated by reference.
-11-
Item 8. Financial Statements and Supplementary Data
- ------- -------------------------------------------
The information contained in the Consolidated Financial Statements,
Notes to Consolidated Financial Statements and the Independent
Auditors' Report appearing on pages 6 through the inside back cover of
the 1997 Annual Report to Stockholders is incorporated by reference.
Item 9. Disagreements on Accounting and Financial Disclosure
- ------- ----------------------------------------------------
None.
PART III
The information called for by Part III is hereby incorporated by
reference from the information set forth and under the headings "Common
Stock Ownership of Certain Beneficial Owners and Management", "Election
of Directors", and "Executive Compensation" in Registrant's definitive
proxy statement for the 1998 Annual Meeting of Stockholders, which
meeting involves the election of directors, such definitive proxy
statement to be filed with the Securities and Exchange Commission
pursuant to Regulation 14A within 120 days after the end of the fiscal
year covered by this Annual Report on Form 10-K. In addition,
information on Registrant's executive officers has been included in
Part I above under the caption "Executive Officers of the Registrant".
-12-
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on
- -------- -------------------------------------------------------
Form 8-K
--------
(a) 1. The following Consolidated Financial Statements are
incorporated by reference from the indicated pages of the
1997 Annual Report to Stockholders:
Page Number(s) in
Annual Report
Consolidated Balance Sheets,
December 31, 1997 and 1996 .................... 6
Consolidated Statements of Operations
for the Years Ended December 31, 1997,
1996 and 1995 ................................. 7
Consolidated Statements of Cash Flows
for the Years Ended December 31, 1997,
1996 and 1995 ................................. 8
Consolidated Statements of Stockholders' Equity
for the Years Ended December 31, 1997,
1996 and 1995 ................................. 9
Notes to Consolidated Financial Statements ..... 9-16
Independent Auditors' Report ................... Inside back
cover
(a) 2. The following schedule to the Consolidated Financial
Statements and the Independent Auditors' Report on Schedule
are filed as part of this report.
Page Number
-----------
Independent Auditors' Report ...................... 16
Schedule II - Valuation Reserves .................. 17
All other schedules are omitted because they are not applicable,
not required or because the required information is included in
the Consolidated Financial Statements or notes thereto.
-13-
(a) 3. The exhibits filed in this report or incorporated by
reference, listed on the Exhibit Index on page 18, are as
follows:
Exhibit No. Description
----------- ---------------------------------------------
3. (a) Certificate of Incorporation
3. (c) By-Laws
4. (a) Common Stock Purchase Warrant
10. (a) * 1992 Stock Option Plan
10. (b) * Separation Agreement and General Release
10. (c) * Option Cancellation Agreement
11. Calculation of Earnings Per Share
13. 1997 Annual Report to Stockholders
21. Subsidiaries of the Registrant
23. Independent Auditors' Consent
27. Financial Data Schedule
* Management contract or compensatory plan or arrangement
required to be filed as an Exhibit pursuant to Item 14(c) of this
report.
(b) Reports on Form 8-K
The Registrant did not file any reports on Form 8-K during the
last quarter of its year ended December 31, 1997.
-14-
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the
Securities Exchange Act of 1934, Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto
duly authorized.
MATEC Corporation
Date: March 27, 1998 By:/s/ Ted Valpey, Jr.
------------------
Ted Valpey, Jr.
President and Chief
Executive Officer
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/ Ted Valpey, Jr. President, Chief Executive March 27, 1998
- ------------------------ Officer, Chairman of the Board
Ted Valpey, Jr. and Director
/s/ Michael J. Kroll Vice President and Treasurer
- ------------------------ (Principal Financial Officer March 27, 1998
Michael J. Kroll and Principal Accounting
Officer)
/s/ Eli Fleisher Director March 27, 1998
- ------------------------
Eli Fleisher
Director March , 1998
- ------------------------
Robert B. Gill
/s/ Lawrence Holsborg Director March 27, 1998
- ------------------------
Lawrence Holsborg
/s/ John J. McArdle III Director March 27, 1998
- ------------------------
John J. McArdle III
/s/ Robert W. Muir, Jr. Director March 27, 1998
- ------------------------
Robert W. Muir, Jr.
/s/ Joseph W. Tiberio Director March 27, 1998
- ------------------------
Joseph W. Tiberio
-15-
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders
MATEC Corporation
Hopkinton, Massachusetts
We have audited the consolidated financial statements of MATEC Corporation
and subsidiaries as of December 31, 1997 and 1996, and for each of the
three years in the period ended December 31, 1997, and have issued our
report thereon dated February 23, 1998; such consolidated financial
statements and report are included in the MATEC 1997 Annual Report to
Stockholders and are incorporated herein by reference. Our audits also
included the financial statement schedule of MATEC Corporation and
subsidiaries, listed in Item 14. This financial statement schedule is the
responsibility of the Company's management. Our responsibility is to
express an opinion based on our audits. In our opinion, such financial
statement schedule, when considered in relation to the basic consolidated
financial statements taken as a whole, presents fairly in all material
respects the information set forth therein.
Deloitte & Touche LLP
Boston, Massachusetts
February 23, 1998
-16-
MATEC Corporation and Subsidiaries
----------------------------------
Schedule II - Valuation and Qualifying Accounts
-----------------------------------------------
Additions
Balance at Charged to Balance
Beginning Costs and at End
Description of Period Expenses Deductions of Period
----------- ---------- ---------- ---------- ----------
Allowance for
Doubtful Accounts:
Year Ended
December 31, 1997 $ 85,000 $ (10,089) $ (15,089)(A) $ 90,000
========= ========= ========= =========
December 31, 1996 $ 129,000 $ 14,705 $ 58,705 (A) $ 85,000
========= ========= ========= =========
December 31, 1995 $ 134,000 $ (1,737) $ (3,263)(A) $ 129,000
========= ========= ========= =========
Inventory Reserve:
Year Ended:
December 31, 1997 $ 980,000 $ 189,072 $ 49,072(B) $1,120,000
========== ========= ========= ==========
December 31, 1996 $ 586,000 $ 543,941 $ 149,941(B) $ 980,000
========== ========= ========= ==========
December 31, 1995 $ 632,000 $ 144,436 $ 190,436(B) $ 586,000
========== ========= ========= ==========
(A) Write-off of uncollectible accounts, net of recoveries.
(B) Write-off of inventory.
-17-
EXHIBIT INDEX
-------------
Exhibit No. (inapplicable items are omitted)
- -----------
3. (a) Certificate of Incorporation. Filed herewith.
3. (c) By-Laws (incorporated by reference to Exhibit 3. (c) to
Registrant's Form 10-QSB for the quarterly period ended
September 29, 1996).
4. Each instrument which defines the rights of holders of
long-term debt of Registrant and its subsidiaries under
which the amount authorized does not exceed 10% of total
assets of Registrant and subsidiaries on a consolidated
basis has not been filed as an exhibit to this Annual
Report on Form 10-K. Registrant hereby undertakes and
agrees to furnish a copy of each instrument to the
Securities and Exchange Commission upon request.
4. (a) Common Stock Purchase Warrant dated April 12, 1995 between
the Registrant and Massachusetts Capital Resource Company
(incorporated by reference to Exhibit 4.(a) on Form 10-Q
for the quarterly period ended July 2, 1995.
10. (a) 1992 Stock Option Plan. Filed herewith.
10. (b) Separation Agreement and General Release dated August 26,
1997 between the Registrant and Robert B. Gill. Filed
herewith.
10. (c) Option Cancellation Agreement dated October 20, 1997
between the Registrant and Robert B. Gill. Filed herewith.
11. Calculation of Earnings Per Share. Filed herewith.
13. 1997 Annual Report to Stockholders. Filed herewith.
21. Subsidiaries of the Registrant. Filed herewith.
23. Independent Auditors' Consent. Filed herewith.
27. Financial Data Schedule. Filed for electronic purposes
only.
-18-