Back to GetFilings.com
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1995
-----------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
--------------- ----------------
Commission file number 0-8135
-------
SIGMA-ALDRICH CORPORATION
------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware 43-1050617
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3050 Spruce Street, St. Louis, Missouri 63103
- --------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 314-771-5765
------------
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $1.00 par value
-----------------------------
(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter 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. [X]
Aggregate market value of the voting stock held by non-affiliates of the
Registrant:
$2,742,075,125 March 8, 1996
-------------- -----------------
Value Date of Valuation
Number of shares of the registrant's common stock, $1.00 par value,
outstanding as of March 8, 1996 was 49,945,160.
The following documents are incorporated by reference in the Parts of Form 10-K
indicated below:
Parts of Form 10-K into
Documents Incorporated by Reference which Incorporated
- ----------------------------------- -----------------------
Pages 11-24 of the Annual Report to
Shareholders for the year ended
December 31, 1995 Parts I, II and IV
Proxy Statement for the 1996 Annual
Meeting of Shareholders Part III
The Index to Exhibits is located on page F-3 of this report.
PART I
- --------------------------------------------------------------------------------
Item 1. Business.
- --------------------------------------------------------------------------------
Sigma-Aldrich Corporation (hereinafter referred to as the "Company", which
term includes all consolidated subsidiaries of the Company) has two lines of
business: the production and sale of a broad range of biochemicals, organic and
inorganic chemicals, radiolabeled chemicals, diagnostic reagents, chromatography
products and related products (hereinafter referred to as "chemical products"),
and the manufacture and sale of metal components for strut, cable tray, pipe
support and telecommunication systems and electrical enclosures (hereinafter
referred to as "metal products" or "B-Line"). Its principal executive offices
are located at 3050 Spruce Street, St. Louis, Missouri 63103.
The Company was incorporated under the laws of the State of Delaware in May
1975. Effective July 31, 1975 ("Reorganization"), the Company succeeded, as a
reporting company, Sigma International, Ltd., the predecessor of Sigma Chemical
Company ("Sigma"), and Aldrich Chemical Company, Inc. ("Aldrich"), both of which
had operated continuously for more than 20 years prior to the Reorganization.
Effective December 9, 1980, B-Line Systems, Inc.("B-Line"), previously a
subsidiary of Sigma, became a subsidiary of the Company.
Effective May 5, 1993, the Company acquired the net assets and business of
Supelco, Inc.("Supelco"), a worldwide supplier of chromatography products used
in chemical research and production, from Rohm and Haas Company.
(a) Chemical Products.
- -------------------------------------------------------------------------------
1) Products:
The Company distributes approximately 80,000 chemical products for use
primarily in research and development, in the diagnosis of disease, and as
specialty chemicals for manufacturing. In laboratory applications, the Company's
products are used in the fields of biochemistry, synthetic chemistry, quality
control and testing, immunology, hematology, pharmacology, microbiology,
neurology and endocrinology and in the studies of life processes. Sigma
diagnostic products are used in the detection of heart, liver and kidney
diseases and various metabolic disorders. Certain of these diagnostic
products are used in measuring concentrations of various naturally occurring
substances in the blood, indicative of certain pathological conditions.
The diagnostic products are used in manual, semi-automated and automated
testing procedures. Supelco offers a full line of chromatography products
and application technologies for analyzing and separating complex chemical
mixtures. The line includes items for the collection and preparation of
various samples for further chemical analysis, gas and liquid chromatography,
reference standards and related laboratory products.
Aldrich also offers approximately 81,500 esoteric chemicals as a special
service to customers interested in screening them for application in many areas
(such as medicine and agriculture). This area accounts for less than 1% of the
Company's sales.
Because of continuing developments in the field of research, there can be
no assurance of a continuing market for each of the Company's products.
However, through a continuing review of technical literature, along with
constant communications with customers, the Company keeps abreast of the trends
in research and diagnostic techniques. This information, along with its own
research technology, determines the Company's development of improved and/or
additional products.
2) Production and Purchasing:
The Company has chemical production facilities in Milwaukee and Sheboygan,
Wisconsin (Aldrich); St. Louis, Missouri (Sigma); Bellefonte, Pennsylvania
(Supelco); Germany (Aldrich Chemie GmbH & Co. K.G.); Israel (Sigma Israel
Chemicals Ltd.); Switzerland (Fluka Chemie AG, "Fluka") and the United Kingdom
(Sigma-Aldrich Company Ltd.). A minor amount of production is done by some of
the Company's other subsidiaries. Biochemicals and diagnostic reagents are
primarily produced by extraction and purification from yeasts, bacteria and
other naturally occurring animal and plant sources. Organic and inorganic
chemicals and radiolabeled chemicals are primarily produced by synthesis.
Chromatography media and columns are produced using proprietary chemical
synthesis and proprietary preparation processes. Similar processes are used
for filtration and sample collection processes.
Of the approximately 80,000 products listed in the Sigma, Aldrich, Fluka
and Supelco catalogs, the Company produced approximately 39,000 which accounted
for 49% of the net sales of chemical products for the year ended December 31,
1995. The remainder of products were purchased from a large number of sources
either under contract or in the open market.
No one supplier accounts for as much as 10% of the Company's chemical
purchases. The Company has generally been able to obtain adequate supplies of
products and materials to meet its needs.
Whether a product is produced by the Company or purchased from outside
suppliers, it is subjected to quality control procedures, including the
verification of purity, prior to final packaging. This is done by a combined
staff of approximately 290 chemists and lab technicians utilizing sophisticated
scientific equipment.
3) Distribution and Sales:
The Company markets its chemical products through separate sales and
marketing units for research, bulk and diagnostics and distributes over
2,900,000 comprehensive catalogs for the Sigma, Aldrich, Fluka and Supelco
brands to customers and potential customers throughout the world. This is
supplemented by certain specialty catalogs, by advertising in chemical and
other scientific journals, by direct mail distribution of in-house publications
and special product brochures and by personal visits by technical
representatives with customers.
For customer convenience, Sigma packages approximately 315 combinations of
certain of its individual products in diagnostic kit form. A diagnostic kit
contains products which, when used in a series of manual and/or automated
testing procedures, aids in detecting particular conditions or diseases.
Diagnostic products accounted for approximately 10% of the Company's sales of
chemical products in the year ended December 31, 1995.
During the year ended December 31, 1995, products were sold to
approximately 138,000 customers, including hospitals, universities and clinical
laboratories as well as private and governmental research laboratories. The
majority of the Company's sales are small orders in laboratory quantities
averaging approximately $200. The Company also makes its chemical products
available in larger-than-normal laboratory quantities for use in manufacturing.
Sales of these products accounted for approximately 15% of chemical sales in
1995. During the year ended December 31, 1995, no one customer and no one
product accounted for more than 1% of the net sales of chemical products.
Customers and potential customers, wherever located, are encouraged to
contact the Company by telephone "collect" or on "toll-free" WATS lines for
technical staff consultation or for placing orders. Order processing, shipping,
invoicing and product inventory are computerized. Shipments are made seven days
a week from St. Louis, six days a week from Milwaukee, United Kingdom, Germany,
Israel and Japan and five days a week from all other locations. The Company
strives to ship its products to customers on the same day an order is received
and carries significant inventories to maintain this policy.
4) International Operations:
In the year ended December 31, 1995, 54% of the Company's net sales of
chemical products were to customers located in foreign countries. These sales
were made directly by Sigma, Aldrich, Fluka and Supelco, through distributors
and by subsidiaries organized in Australia, Austria, Belgium, Brazil, Canada,
Czech Republic, France, Germany, Hungary, India, Israel, Italy, Japan, Mexico,
The Netherlands, Poland, Singapore, South Korea, Spain, Sweden, Switzerland
and United Kingdom. Several foreign subsidiaries also have production
facilities.
For sales with final destinations in an international market, the Company
has a Foreign Sales Corporation ("FSC") subsidiary which provides certain
Federal income tax advantages. The effect of the tax rules governing the FSC
is to lower the effective Federal income tax rate on export income. The
Company intends to continue to comply with the provisions of the Internal
Revenue Code relating to FSCs.
The Company's international operations and domestic export sales are
subject to currency revaluations, changes in tariff restrictions and restrictive
regulations of foreign governments, among other factors inherent in these
operations. The Company is unable to predict the extent to which its business
may be affected in the future by these matters. During the year ended December
31, 1995, approximately 15% of the Company's domestic operations' chemical
purchases were from international suppliers. Additional information regarding
international operations is included in Note 10 to the consolidated financial
statements on pages 21 and 22 of the 1995 Annual Report which is incorporated
herein by reference.
5) Patents and Trademarks:
The Company's patents are not material to its operations. The Company's
significant trademarks are the brand names; "Sigma", "Aldrich", "Fluka",
"Supelco" and "B-Line" and marketing units; "Sigma-Aldrich Research", "SAF"
(Sigma-Aldrich Bulk)and "Sigma Diagnostics". Their related logos, which have
various expiration dates, are expected to be renewed indefinitely.
6) Regulations:
The Company engages principally in the business of selling products which
are not foods or food additives, drugs or cosmetics within the meaning of the
Federal Food, Drug and Cosmetic Act, as amended (the "Act"). A limited number
of the Company's products, including in-vitro diagnostic reagents, are subject
to labeling, manufacturing and other provisions of the Act. The Company
believes it is in compliance in all material respects with the applicable
regulations.
The Company believes that it is in compliance in all material respects with
Federal, state and local regulations relating to the manufacture, sale and
distribution of its products. The following are brief summaries of some of the
Federal laws and regulations which may have an impact on the Company's business.
These summaries are only illustrative of the extensive regulatory requirements
of the Federal, state and local governments and are not intended to provide the
specific details of each law or regulation.
The Clean Air Act (CAA), as amended, and the regulations promulgated
thereunder, regulates the emission of harmful pollutants to the air outside of
the work environment. Federal or state regulatory agencies may require
companies to acquire permits, perform monitoring and install control equipment
for certain pollutants.
The Clean Water Act (CWA), as amended, and the regulations promulgated
thereunder, regulates the discharge of harmful pollutants into the waters of the
United States. Federal or state regulatory agencies may require companies to
acquire permits, perform monitoring and to treat waste water before discharge to
the waters of the United States or a Publicly Owned Treatment Works (POTW).
The Occupational Safety and Health Act of 1970 (OSHA), including the Hazard
Communication Standard ("Right to Know"), and the regulations promulgated
thereunder, requires the labeling of hazardous substance containers, the
supplying of Material Safety Data Sheets ("MSDS") on hazardous products to
customers and hazardous substances the employee may be exposed to in the
workplace, the training of the employees in the handling of hazardous substances
and the use of the MSDS, along with other health and safety programs.
The Resource Conservation and Recovery Act of 1976 (RCRA), as amended, and
the regulations promulgated thereunder, requires certain procedures regarding
the treatment, storage and disposal of hazardous waste.
The Comprehensive Environmental Response, Compensation and Liability Act
of 1980 (CERCLA) and the Superfund Amendments and Reauthorization Act of 1986
(SARA), and the regulations promulgated thereunder, require notification of
certain chemical spills and notification to state and local emergency response
groups of the availability of MSDS and the quantities of hazardous materials in
the Company's possession.
The Toxic Substances Control Act of 1976 (TSCA), requires reporting,
testing and pre-manufacture notification procedures for certain chemicals.
Exemptions are provided from some of these requirements with respect to
chemicals manufactured in small quantities solely for research and development
use.
The Department of Transportation (DOT) has promulgated regulations pursuant
to the Hazardous Materials Transportation Act, referred to as the Hazardous
Material Regulations (HMR), which set forth the requirements for hazard
labeling, classification and packaging of chemicals, shipment modes and other
goods destined for shipment in interstate commerce.
Approximately 900 products, for which sales are immaterial to the total
sales of the Company, are subject to control by either the Drug Enforcement
Administration ("DEA") or the Nuclear Regulatory Commission ("NRC"). The DEA
and NRC have issued licenses to several Company sites to permit importation,
manufacture, research, analysis, distribution and export of certain products.
The Company screens customer orders involving products regulated by the NRC
and the DEA to verify that a license, if necessary, has been obtained.
Approximately 400 products, for which sales are immaterial to the total
sales of the Company, are subject to control by the Department of Commerce
("DOC"). The DOC has promulgated the Export Administration Regulations pursuant
to the Export Administration Act of 1979, as amended, to regulate the export of
certain products by requiring a special export license.
(b) Metal Products.
- --------------------------------------------------------------------------------
Components for strut, cable tray and pipe support systems are manufactured
by B-Line at its facilities in Highland and Troy, Illinois; Norcross, Georgia;
Reno, Nevada and Sherman, Texas. Components and complete systems used to
support telecommunications apparatus and cabling are manufactured at the plant
in Reno, Nevada. Circle AW Products Company, which was acquired on June 16,
1993 and operates as a wholly-owned subsidiary of B-Line, manufactures
electrical enclosures at its facilities in Portland, Oregon and Modesto,
California.
Strut and pipe support systems are metal frameworks and related accessories
used in industry to support pipes, lighting fixtures and conduit. Strut systems
can be easily assembled with bolts and spring-loaded nuts, eliminating the
necessity of drilling or welding associated with other types of frameworks.
B-Line manufactures and sells a wide variety of components for these systems,
including steel struts rolled from coils, stamped steel fittings for
interconnecting struts, shelf-supporting brackets, pipe and conduit supporting
clamps, and accessories for the installation of strut systems on location. Pipe
hangers are generally used in conjunction with strut systems to support heavy
and light duty piping runs in the mechanical, plumbing and refrigeration
industry. The principal materials used by B-Line in manufacturing are coils
of steel and extruded aluminum which B-Line purchases from a number of
suppliers. No one supplier is essential to B-Line's production. A limited
number of components for strut and pipe support systems, including bolts and
nuts and certain forged and cast components, are purchased from numerous
sources and sold by B-Line as accessories to its own manufactured products.
Cable tray systems are continuous networks of ventilated or solid trays
used primarily in the routing of power cables and control wiring in power plant
or industrial installations. The systems are generally hung from ceilings or
supported by strut frameworks. Cable tray is produced from either extruded
aluminum or roll-formed steel in various configurations to offer versatility to
designers and installers. Non-metallic strut and cable tray products, which are
used primarily in corrosive environments, are also available.
Telecommunications equipment racks and cable runways are manufactured from
aluminum or steel. The systems are installed in the central offices of
telephone operating companies. As switching equipment is changed and upgraded,
the systems are replaced.
Electrical enclosures are metal enclosure boxes, generally manufactured
from steel, that are used to contain and protect electric meters, fuse and
circuit breaker boards and electrical panels. These products are used in
industrial, commercial and residential installations.
B-Line also manufactures a line of lightweight support fasteners to be used
in commercial and industrial facilities to attach electrical and acoustical
fixtures.
B-Line sells primarily to electrical, mechanical and telecommunications
wholesalers. Products are marketed directly by district sales offices and by
regional sales managers through independent manufacturers' representatives.
Products are shipped to customers from the Highland and Troy, Illinois;
Norcross, Georgia; Reno, Nevada; Portland, Oregon; and Modesto, California
plants, from two regional warehouses and 49 consigned stock locations.
B-Line's products are advertised in trade journals and by circulation of
comprehensive catalogs.
(c) Competition.
- --------------------------------------------------------------------------------
Substantial competition exists in all of the Company's marketing and
production areas. Although no comprehensive statistics are available, the
Company believes it is a major supplier of organic chemicals and biochemicals
for research and for diagnostic testing procedures involving enzymes and of
chromatography products for analyzing and separating complex chemical mixtures.
A few competitors, like the Company, offer thousands of chemicals and stock and
analyze most of their products. While the Company generally offers a larger
number of products, some of the Company's products are unusual and have
relatively little demand. In addition, there are many competitors who offer a
limited quantity of chemicals, and several companies compete with the Company by
offering thousands of chemicals, although few of them stock or analyze
substantially all of the chemicals they offer for sale.
The Company believes its B-Line subsidiary to be among the three largest
producers of metal strut framing, pipe hangers and cable tray component systems,
although reliable industry statistics are not available.
In all product areas the Company competes primarily on the basis of
customer service, product quality and price.
(d) Employees.
- --------------------------------------------------------------------------------
The Company employed 5,682 persons as of December 31, 1995. Of these,
4,587 were engaged in production and distribution of chemical products. The
B-Line subsidiary employed 1,095 persons. The total number of persons employed
within the United States was 4,156, with the balance employed by the
international subsidiaries. The Company employed over 1,900 persons who have
degrees in chemistry, biochemistry, engineering or other scientific disciplines,
including approximately 220 with Ph.D. degrees.
Employees engaged in chemical production, research and distribution are not
represented by any organized labor group. B-Line's production workers at the
Highland and Troy, Illinois facilities are members of the International
Association of Machinists and Aerospace Workers, District No. 9 (AFL-CIO). The
labor agreement covering these employees expires November 14, 1999. B-Line's
production workers at the Norcross, Georgia facility are members of the United
Food and Commercial Workers International (AFL-CIO), Retail Clerks Union Local
1063. The labor agreement covering these employees expires June 13, 1998.
(e) Back-log of Orders.
- --------------------------------------------------------------------------------
The majority of orders for chemical products in laboratory quantities are
shipped from inventory, resulting in no back-log of these orders. However,
individual items may occasionally be out of stock. These items are shipped as
soon as they become available. Some orders for larger-than-normal laboratory
quantities are for future delivery. On December 31, 1995 and 1994, the back-log
of firm orders and orders for future delivery of chemical products was not
significant. The Company expects that substantially all of the December 31,
1995 back-log will be shipped during 1996.
On December 31, 1995 and 1994, the back-log of orders at B-Line was not
significant. B-Line expects that substantially all of the December 31, 1995
back-log will be shipped during 1996.
(f) Information as to Industry Segments.
- --------------------------------------------------------------------------------
Information concerning industry segments for the years ended December 31,
1995, 1994 and 1993, is located in Note 10 to the consolidated financial
statements on page 21 of the 1995 Annual Report which is incorporated
herein by reference.
(g) Executive Officers of the Registrant.
- --------------------------------------------------------------------------------
Information regarding executive officers is contained in Part III, Item 10,
and is incorporated herein by reference.
Item 2. Properties.
- ------------------------------------------------------------------------------
The Company's primary chemical production facilities are located in St.
Louis, Missouri; Milwaukee and Sheboygan, Wisconsin; Bellefonte, Pennsylvania
and Buchs, Switzerland. In St. Louis, the Company owns a 320,000 square foot
building used for manufacturing, a complex of buildings aggregating 349,000
square feet which is currently being used for warehousing and production, a
75,000 square foot building used for warehousing, a 23,000 square foot building
used for warehousing and office space and a 30,000 square foot building used for
production, quality control and packaging. The Company owns a 280,000 square
foot building in St. Louis which is being partially utilized to provide
additional quality control, packaging and warehousing capacity. Also in St.
Louis, the Company owns 30 acres upon which is located a 240,000 square foot
administration and distribution facility, in which its principal executive
offices are located, and a 175,000 square foot diagnostic production and office
building. In Milwaukee, the Company owns a 165,000 square foot building which
is used for manufacturing, warehousing and offices, a 110,000 square foot
building which is used for additional manufacturing and warehousing and a
complex of buildings aggregating 331,000 square feet which is used primarily for
warehousing and distribution. Also in Milwaukee, the Company owns a 151,000
square foot building which is used for manufacturing and warehousing, a 56,000
square foot administration facility and a 615,000 square foot building which is
being renovated for use as a distribution facility. The Company also owns 515
acres in Sheboygan, Wisconsin, upon which are located multiple buildings
totaling 318,000 square feet for production and packaging. Fluka owns an 11
acre site in Buchs, Switzerland, upon which are located its primary production
facilities. Approximately 237,000 square feet of owned production, warehousing
and office facilities are at this site. In Greenville, Illinois, the Company
owns 555 acres of land for future development of biochemical production
facilities. Supelco owns 72 acres near Bellefonte, Pennsylvania, upon which is
located a 160,000 square foot building used for manufacturing, warehousing,
research and administration.
The Company's B-Line manufacturing business is located in Highland and
Troy, Illinois; Norcross, Georgia; Sherman, Texas; Reno, Nevada; Portland,
Oregon; and Modesto, California. B-Line owns a 270,000 square foot building in
Highland, a 55,000 square foot building in Troy, Illinois, a 68,000 square foot
building in Portland, Oregon, a 238,000 square foot building in Sherman, Texas,
a 173,000 square foot building in Reno, Nevada, and a 125,000 square foot
building in Modesto, California. B-Line leases a 101,000 square foot facility
in Norcross, Georgia.
The Company also owns warehouse and distribution facilities containing
approximately 173,000 and 8,000 square feet in Allentown, Pennsylvania and
Ronkonkoma, New York, respectively, and leases warehouses in Chicago, Illinois
and Dallas, Texas under short-term leases. Manufacturing and/or warehousing
facilities are also owned or leased in the United Kingdom, France, Germany,
Israel, Japan, Scotland and Switzerland. Sales offices are leased in all other
locations.
The Company considers the properties to be well maintained, in sound
condition and repair, and adequate for its present needs. The Company will
continue to expand its production and distribution capabilities in select
markets.
Item 3. Legal Proceedings.
- ------------------------------------------------------------------------------
There are no material pending legal proceedings.
Item 4. Submission of Matters to a Vote of Security Holders.
- --------------------------------------------------------------------------------
No matters were submitted by the Registrant to the stockholders for a vote
during the fourth quarter of 1995.
PART II
- ------------------------------------------------------------------------------
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.
- ------------------------------------------------------------------------------
Information concerning market price of the Registrant's Common Stock and
related shareholder matters for the years ended December 31, 1995 and 1994, is
located on page 11 of the 1995 Annual Report which is incorporated herein by
reference.
As of March 8, 1996, there were 2,226 record holders of the Registrant's
Common Stock.
Items 6 through 8. Selected Financial Data, Management's Discussion and Analysis
of Financial Condition and Results of Operations, and Financial Statements and
Supplementary Data.
- --------------------------------------------------------------------------------
The information required by Items 6 through 8 is incorporated herein by
reference to pages 11-24 of the 1995 Annual Report. See Index to Financial
Statements and Schedules on page F-1 of this report. Those pages of the
Company's 1995 Annual Report listed in such Index or referred to in Items
1(a)(4), 1(f) and 5 are incorporated herein by reference.
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.
- ------------------------------------------------------------------------------
Information under the captions "Nominees for Board of Directors" and
"Security Ownership of Directors, Executive Officers and Principal Beneficial
Owners" of the 1996 Proxy Statement is incorporated herein by reference.
The executive officers of the Registrant are:
Name of Executive Officer Age Positions and Offices Held
------------------------- ---- --------------------------
Carl T. Cori 59 Chairman of the Board and Chief
Executive Officer
Peter A. Gleich 50 Vice President, Treasurer and Chief
Financial Officer
David R. Harvey 56 President and Chief Operating Officer
Kirk A. Richter 49 Controller
Thomas M. Tallarico 51 Vice President and Secretary
There is no family relationship between any of the officers.
Dr. Cori has been Chief Executive Officer of the Company for more than five
years. He was elected Chairman of the Board in May 1991 and served as President
of the Company for more than five years until March 1995.
Mr. Gleich was elected Treasurer and Chief Financial Officer in November 1994.
He has been Vice President of the Company for more than five years. He was
Secretary of the Company for more than five years until November 1994. He also
served as Treasurer of the Company from 1975 to May 1991.
Dr. Harvey has been Chief Operating Officer of the Company for more than five
years. He was elected President of the Company in March 1995, after serving as
Executive Vice President for more than five years.
Mr. Richter has held the position indicated for more than five years.
Mr. Tallarico was elected Secretary in November 1994. He has been a Vice
President of the Company for more than five years and served as Treasurer of the
Company from May 1991 to November 1994.
The present terms of office of the officers will expire when the next annual
meeting of the Directors is held and their successors are elected.
Item 11. Executive Compensation.
- -------------------------------------------------------------------------------
Information under the captions "Director Compensation and Transactions" and
"Information Concerning Executive Compensation" of the 1996 Proxy Statement is
incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
- -------------------------------------------------------------------------------
Information under the caption "Security Ownership of Directors, Executive
Officers and Principal Beneficial Owners" of the 1996 Proxy Statement is
incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions.
- -------------------------------------------------------------------------------
Information under the caption "Director Compensation and Transactions" of
the 1996 Proxy Statement is incorporated herein by reference.
PART IV
- -------------------------------------------------------------------------------
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
- -------------------------------------------------------------------------------
(a) Documents filed as part of this report:
1. Financial Statements.
See Index to Financial Statements and Schedules on page F-1 of this
report. Those pages of the Company's 1995 Annual Report listed in
such Index or referred to in Items 1(a)(4), 1(f) and 5 are
incorporated herein by reference.
2. Financial Statement Schedules.
See Index to Financial Statements and Schedules on page F-1 of this
report.
3. Exhibits.
See Index to Exhibits on page F-3 of this report.
(b) Reports on Form 8-K:
No reports on Form 8-K have been filed during the last quarter of the
period covered by this report.
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.
SIGMA-ALDRICH CORPORATION
-------------------------
(Registrant)
By /s/ Peter A. Gleich March 28, 1996
------------------------------------- --------------
Peter A. Gleich, Vice President, Date
Treasurer and Chief Financial Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Carl T. Cori, Peter A. Gleich, David R.
Harvey, Kirk A. Richter and Thomas M. Tallarico and each of them (with full
power to each of them to act alone), his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this report, and to file the same, with
all exhibits thereto and other documents in connection therewith with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their substitutes, may lawfully do or cause to be
done by virtue hereof.
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.
By /s/ Carl T. Cori March 28, 1996
---------------------------------------- --------------
Carl T. Cori, Director, Chairman of the Date
Board and Chief Executive Officer
By /s/ David R. Harvey March 28, 1996
---------------------------------------- --------------
David R. Harvey, Director, President and Date
Chief Operating Officer
By /s/ Peter A. Gleich March 28, 1996
----------------------------------------- --------------
Peter A. Gleich, Vice President, Treasurer Date
and Chief Financial Officer
By /s/ Kirk A. Richter March 28, 1996
---------------------------------------- --------------
Kirk A. Richter, Controller Date
By /s/ Thomas M. Tallarico March 28, 1996
--------------------------------------- --------------
Thomas M. Tallarico, Vice President and Date
Secretary
By /s/ David M. Kipnis March 28, 1996
--------------------------------------- --------------
David M. Kipnis, Director Date
By /s/ Andrew E. Newman March 28, 1996
--------------------------------------- --------------
Andrew E. Newman, Director Date
By /s/ Jerome W. Sandweiss March 28, 1996
--------------------------------------- --------------
Jerome W. Sandweiss, Director Date
SIGMA-ALDRICH CORPORATION AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
- --------------------------------------------------------------------------------
Page Number
Reference
-----------
Annual Report
to Shareholders
---------------
Comparative financial data for the years
1995, 1994, 1993, 1992 and 1991 11
Management's discussion of financial
condition and results of operations 12
FINANCIAL STATEMENTS:
Consolidated Balance Sheets
December 31, 1995 and 1994 15
Consolidated statements for the years
ended December 31, 1995, 1994 and 1993
Income 14
Stockholders' Equity 16
Cash Flows 17
Notes to consolidated financial statements 18
Report of independent public accountants 14
FINANCIAL STATEMENT SCHEDULES:
Schedules are not submitted because they are
not applicable, not required or because the
information is included in the consolidated
financial statements or notes thereto.
INDEX TO EXHIBITS
-----------------
These Exhibits are numbered in accordance with the Exhibit Table of Item 6.01
of Regulation S-K:
Exhibit Reference
------- ---------
(3) Certificate of Incorporation and By-Laws:
(a) Certificate of Incorporation and Incorporated by reference to Exhibit
Amendments 3(a) of Form 10-K filed for the year
ended December 31, 1991, Commission
File Number 0-8135.
(b) By-Laws as amended February 1996 See Exhibit 3(b).
(4) Instruments Defining the Rights of
Shareholders, Including Indentures:
(a) Certificate of Incorporation and See Exhibit 3(a) above.
Amendments
(b) By-Laws as amended February 1996 See Exhibit 3(b) above.
(c) The Company agrees to furnish to the
Securities and Exchange Commission upon
request pursuant to Item 601(b)(4)(iii)
of Regulation S-K copies of instruments
defining the rights of holders of long-term
debt of the Company and its consolidated
subsidiaries.
(10) Material Contracts:
(a) Incentive Stock Bonus Plan* Incorporated by reference to Exhibit
10(a) of Form 10-K filed for the
year ended December 31, 1992,
Commission File Number 0-8135.
(b) First Amendment to Incentive Incorporated by reference to Exhibit
Stock Bonus Plan* 10(b) of Form 10-K filed for the
year ended December 31, 1992,
Commission File Number 0-8135.
(c) Second Amendment to Incentive Incorporated by reference to
Stock Bonus Plan* Exhibit 10(c) of Form 10-K filed
for the year ended December 31,
1992, Commission File Number
0-8135.
(d) Share Option Plan of 1987* Incorporated by reference to Exhibit
10(d) of Form 10-K filed for the
year ended December 31, 1992,
Commission File Number 0-8135.
(e) First Amendment to Share Option Incorporated by reference to
Plan of 1987* Exhibit 10(e) of Form 10-K filed
for the year ended December 31,
1992, Commission File Number
0-8135.
(f) Second Amendment to Share Option Incorporated by reference to Exhibit
Plan of 1987* 10(f) of Form 10-K filed for the
year ended December 31, 1994,
Commission File Number 0-8135.
(g) Employment Agreement with Carl Incorporated by reference to Exhibit
T. Cori* (Similar Employment 10(g) of Form 10-K filed for the
Agreements also exist with year ended December 31, 1992,
Peter A. Gleich, David R. Commission File Number 0-8135.
Harvey, Kirk A. Richter and
Thomas M. Tallarico)
(h) Letter re: Consultation Services Incorporated by reference to Exhibit
with Dr. David M. Kipnis* 10(h) of Form 10-K filed for the
year ended December 31, 1992,
Commission File Number 0-8135.
(i) Share Option Plan of 1995* Incorporated by reference to
Appendix A of the Company's
Definitive Proxy Statement filed
March 30, 1995, Commission File
Number 0-8135.
(11) Statement Regarding Computation Incorporated by reference to the
of Per Share Earnings information on net income per share
included in Note 1 to the Company's
1995 financial statements filed as
Exhibit 13 below.
(13) Pages 11-24 of the Annual Report See Exhibit 13.
to Shareholders for the year
ended December 31, 1995
(21) Subsidiaries of Registrant Page F-20 of this report.
(23) Consent of Independent Public Page F-2 of this report.
Accountants
(27) Financial Data Schedule See Exhibit 27.
*Represents management contract or compensatory plan or arrangement required to
be filed as an exhibit pursuant to Item 14(c) of Form 10-K.