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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996
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
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(Exact name of Registrant as specified in its charter)
Delaware 43-1050617
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3050 Spruce Street, St. Louis, Missouri 63103
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 314-771-5765
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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
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(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. [ ]
Aggregate market value of the voting stock held by non-affiliates
of the Registrant:
$3,101,903,230 March 7, 1997
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Value Date of Valuation
Number of shares of the registrant's common stock, $1.00 par value,
outstanding as of March 7, 1997 was 100,099,885.
The following documents are incorporated by reference in the Parts of
Form 10-K indicated below:
Documents Incorporated by Reference Parts of Form 10-K into which Incorporated
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Pages 11-24 of the Annual Report to
Shareholders for the year ended
December 31, 1996 Parts I, II and IV
Proxy Statement for the 1997 Annual
Meeting of Shareholders Part III
The Index to Exhibits is located on page F-3 of this report.
PART I
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Item 1. Business.
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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, 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.
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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.
The Company also offers, through a partnership with Amelung (a German
manufacturer), analyzers that measure blood clotting. 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 71,500 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 31,000
which accounted for 47% of the net sales of chemical products for the
year ended December 31, 1996. 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, fine chemicals and diagnostics and
distributes over 2,700,000 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 sales and technical representatives with customers.
For customer convenience, Sigma packages approximately 330
combinations of certain individual products in diagnostic kit form. A
diagnostic kit contains products which, when used in a series of manual
and/or automated testing procedures, aid 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, 1996.
During the year ended December 31, 1996, 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 $250. 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 1996. During the year ended
December 31, 1996, 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) or via our homepage on the World Wide Web 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, 1996, 55% 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, Norway, Poland, Russia,
Singapore, South Africa, 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, 1996, 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 1996 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", "Sigma-Aldrich Fine Chemicals" 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 500 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.
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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. Electrical and
electronic enclosures are manufactured at facilities in Aurora, Colorado;
Portland, Oregon and Modesto, California. Components and complete
systems used to support telecommunications apparatus and cabling are
manufactured at the plant in Reno, Nevada.
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 and electronic 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; Modesto, California; Sherman, Texas; and Aurora,
Colorado plants, from one regional warehouse and 44 consigned stock
locations. B-Line's products are advertised in trade journals and by
circulation of comprehensive catalogs.
(c) Competition.
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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.
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The Company employed 5,984 persons as of December 31, 1996. Of
these, 4,706 were engaged in production and distribution of chemical
products. The B-Line subsidiary employed 1,278 persons. The total
number of persons employed within the United States was 4,265, with the
balance employed by the international subsidiaries. The Company employed
over 1,800 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.
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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, 1996 and 1995, 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, 1996 back-log will be
shipped during 1997.
On December 31, 1996 and 1995, the back-log of orders at B-Line
was not significant. B-Line expects that substantially all of the
December 31, 1996 back-log will be shipped during 1997.
(f) Information as to Industry Segments.
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Information concerning industry segments for the years ended
December 31, 1996, 1995 and 1994, is located in Note 10 to the
consolidated financial statements on pages 21 and 22 of the 1996 Annual
Report which is incorporated herein by reference.
(g) Executive Officers of the Registrant.
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Information regarding executive officers is contained in Part III,
Item 10, and is incorporated herein by reference.
Item 2. Properties.
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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
328,000 square foot building used for manufacturing, a complex of
buildings aggregating 383,000 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 45,000 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 178,000 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 619,000 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 332,000 square feet for production and
packaging. Fluka owns an 11 acre site in Buchs, Switzerland, upon which
are located its primary production facilities. Approximately 242,000
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; Modesto, California; and Aurora, Colorado. B-Line
owns a 270,000 square foot building in Highland, Illinois, 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 and a 120,000 square foot facility in
Aurora, Colorado.
The Company also owns a 173,000 square foot warehouse and
distribution facility in Allentown, Pennsylvania, and leases a warehouse
in Chicago, Illinois under a short-term lease. 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.
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There are no material pending legal proceedings.
Item 4. Submission of Matters to a Vote of Security Holders.
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No matters were submitted by the Registrant to the stockholders for
a vote during the fourth quarter of 1996.
PART II
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Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.
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Information concerning market price of the Registrant's Common
Stock and related shareholder matters for the years ended December 31,
1996 and 1995, is located on page 11 of the 1996 Annual Report which is
incorporated herein by reference.
As of March 7, 1997, there were 2,086 record holders of the
Registrant's Common Stock.
Items 6 through 8. Selected Financial Data, Management's Discussion and
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Analysis of Financial Condition and Results of Operations, and Financial
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Statements and Supplementary Data.
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The information required by Items 6 through 8 is incorporated
herein by reference to pages 11-24 of the 1996 Annual Report. See Index
to Financial Statements and Schedules on page F-1 of this report. Those
pages of the Company's 1996 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
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Financial Disclosure.
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Not applicable.
PART III
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Item 10. Directors and Executive Officers of the Registrant.
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Information under the captions "Nominees for Board of Directors"
and "Security Ownership of Directors, Executive Officers and Principal
Beneficial Owners" of the 1997 Proxy Statement is incorporated herein by
reference.
The executive officers of the Registrant are:
Name of Executive Officer Age Positions and Offices Held
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Larry S. Blazevich 49 Vice President, Information
Services
Carl T. Cori 60 Chairman of the Board and
Chief Executive Officer
Peter A. Gleich 51 Vice President, Treasurer and
Chief Financial Officer
David R. Harvey 57 President and Chief Operating
Officer
James W. Meteer 46 Vice President, Quality
Kirk A. Richter 50 Controller
Thomas M. Tallarico 52 Vice President and Secretary
There is no family relationship between any of the officers.
Mr. Blazevich joined Sigma-Aldrich in April 1996 as Director of
Information Services and was elected Vice President, Information Services
in June 1996. Previously, Mr. Blazevich was employed with Thomas and
Betts for sixteen years where he served as Vice President of Information
Services from 1988-1996.
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 and Chief Financial Officer
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. Meteer was elected Vice President, Quality in September 1996 after
serving as Director of Quality since 1995. Previously, Mr. Meteer was
a Vice President of Supelco from 1993-1995. He held several positions
within Supelco/Rohm & Haas from 1988-1993.
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
and Chief Financial Officer 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.
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Information under the captions "Director Compensation and
Transactions" and "Information Concerning Executive Compensation" of the
1997 Proxy Statement is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
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Information under the caption "Security Ownership of Directors,
Executive Officers and Principal Beneficial Owners" of the 1997 Proxy
Statement is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions.
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Information under the caption "Director Compensation and
Transactions" of the 1997 Proxy Statement is incorporated herein by
reference.
PART IV
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Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
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(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 1996 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
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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, 1997
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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, 1997
------------------------------------------ --------------
Carl T. Cori, Director, Chairman of the Date
Board and Chief Executive Officer
By /s/ David R. Harvey March 28, 1997
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David R. Harvey, Director, President and Date
Chief Operating Officer
By /s/ Peter A. Gleich March 28, 1997
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Peter A. Gleich, Vice President, Treasurer Date
and Chief Financial Officer
By /s/ Kirk A. Richter March 28, 1997
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Kirk A. Richter, Controller Date
By /s/ Thomas M. Tallarico March 28, 1997
------------------------------------------ --------------
Thomas M. Tallarico, Vice President and Date
Secretary
By /s/ David M. Kipnis March 28, 1997
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David M. Kipnis, Director Date
By /s/ Andrew E. Newman March 28, 1997
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Andrew E. Newman, Director Date
By /s/ Jerome W. Sandweiss March 28, 1997
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Jerome W. Sandweiss, Director Date
SIGMA-ALDRICH CORPORATION AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
- -------------------------------------------------------------------------------
Page Number
Reference
-------------
Annual Report
to Shareholders
---------------
Annual financial data for the years
1996, 1995, 1994, 1993 and 1992 11
Management's discussion of financial
condition and results of operations 12
FINANCIAL STATEMENTS:
Consolidated Balance Sheets
December 31, 1996 and 1995 15
Consolidated statements for the years
ended December 31, 1996, 1995 and 1994
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 June 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 June 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 refence to Exhibit
Stock Bonus Plan* 10(c) of Form 10-K filed for the
year ended December 31, 1992,
Commission File Number 0-8135.
(d) Third Amendment and See Exhibit 10(d).
Restatement of the Incentive
Stock Bonus Plan*
(e) 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.
(f) First Amendment to Share Option Incorporated by refence to Exhibit
Plan of 1987* 10(e) of Form 10-K filed for the
year ended December 31, 1992,
Commission File Number 0-8135.
(g) Second Amendment to Share Incorporated by reference to
Option Plan of 1987* 10(f) of Form 10-K filed for the
year ended December 31, 1994,
Commission File Number 0-8135.
(h) Employment Agreement with Incorporated by reference to
Carl T. Cori* (Similar Employment Exhibit 10 (f) of Form 10-K filed
Agreements also exist with Larry for the year ended December 31, 1992
S. Blazevich, Peter A. Gleich, Commission File Number 0-8135.
David R. Harvey, James W. Meteer,
Kirk A. Richter and Thomas M.
Tallarico)
(i) Letter re: Consultation Services Incorporated by reference to Exhibit
with Dr. David M. Kipnis* 10 (g) of Form 10-K filed for the
year ended December 31, 1992,
Commission File Number 0-8135.
(j) 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
1996 financial statements filed as
Exhibit 13 below.
(13) Pages 11-24 of the Annual Report See Exhibit 13.
for the year ended December 31,
1996
(21) Subsidiaries of Registrant Page F-23 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.