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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 26, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from____________ to____________
COMMISSION FILE NUMBER: 1-7598
EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER:
VARIAN ASSOCIATES, INC.
STATE OR OTHER JURISDICTION OF IRS EMPLOYER
INCORPORATION OR ORGANIZATION: IDENTIFICATION NO.:
DELAWARE 94-2359345
ADDRESS OF PRINCIPAL EXECUTIVE OFFICES:
3050 Hansen Way, Palo Alto, California 94304-1000
(650) 493-4000
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
Common Stock, New York Stock Exchange
$1 par value Pacific 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 registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES [X] NO [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment
to this Form 10-K. [ ]
The aggregate market value of the Registrant's voting stock held by
non-affiliates as of December 1, 1997 was $1,735,425,000.
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of December 1, 1997: 30,093,000 shares of $1 par value common
stock.
An index of exhibits filed with this Form 10-K is located on pages 15
through 16.
DOCUMENTS INCORPORATED BY REFERENCE:
DOCUMENT DESCRIPTION 10-K PART
- -------------------- ---------
Certain sections, identified by caption and page
number, of the Registrant's Annual Report to
Stockholders for the fiscal year ended
September 26, 1997 (the "Annual Report") ...................................... I, II, IV
Certain sections, identified by caption, of the Proxy Statement for the
Registrant's 1998 Annual Meeting of Stockholders (the "Proxy Statement")....... III
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PART I
Item 1. Business
Varian Associates, Inc. together with its subsidiaries (hereinafter referred to
as "Varian", the "Company" or the "Registrant") is a high-technology enterprise
which was founded in 1948. It is engaged in the research, development,
manufacture, and marketing of products and services for health care, industrial,
scientific and industrial research, and environmental monitoring. The Company's
principal business segments are health care systems, instruments, and
semiconductor production equipment. Its foreign subsidiaries engage in some of
the aforementioned businesses and market the Company's products outside the
United States. As of September 26, 1997, Varian employed approximately 6,500
people worldwide.
The Company sells its products throughout the world and has 28 field sales
offices in the U.S. and 64 sales offices in other countries. In general, its
markets are quite competitive, characterized by the application of advanced
technology and by the development of new products and applications. Many of the
Company's competitors are large, well-known manufacturers, but there is no
competitor which competes across all of the Company's segments.
There were no material changes in the kinds of products produced or in the
methods of distribution since the beginning of the fiscal year other than the
completion of the sale of the Thin Film Systems operations as described under
the caption "Sale of Business and Discontinued Operation" on page 31 of the
Annual Report, which information is incorporated herein by reference. The
Company anticipates adequate availability of raw materials.
The Company's sales to customers outside of the U.S. for fiscal 1997 were $720
million. The profitability of such sales is subject to greater fluctuation than
U.S. sales because of generally higher marketing costs and changes in the
relative value of currencies. Additional information concerning the method of
accounting for Varian's foreign currency translation is set forth under the
headings "Foreign Currency Translation" and "Forward Exchange Contracts", on
pages 22 and 25-26, respectively, of the Annual Report, which information is
incorporated herein by reference.
The Company's operations are grouped into three segments. These segments, their
products, and the markets they serve are described in the following paragraphs.
The Health Care Systems business manufactures, sells, and services linear
accelerators, simulators for planning cancer treatments, brachytherapy systems,
and data management systems for radiation oncology centers. Sales for this class
of products and services were $340 million, $321 million, and $343 million for
fiscal 1997, 1996, and 1995, respectively. It also designs and manufactures a
wide range of X-ray generating tubes for the medical diagnostic imaging market
worldwide. Linear accelerators are used in cancer therapy and for industrial
radiographic applications. The Company's CLINAC(R) series of medical linear
accelerators, marketed to hospitals and clinics worldwide, generates therapeutic
X-rays and radiation beams for cancer treatment. LINATRON(R) linear accelerators
are used in industrial applications to X-ray heavy metallic structures for
quality control. The Company manufactures tubes for four primary medical X-ray
imaging applications: CT scanner; diagnostic radiographic/fluoroscopic; special
procedures; and mammography. During 1997, Varian received U.S. Food and Drug
Administration approval of new oncology products including a three-dimensional
cancer treatment planning system, and an advanced multileaf collimator used to
more precisely direct electron beams for cancer treatment. Backlog for the
Health Care Systems business amounted to $344 million and $341 million at the
end of fiscal 1997 and 1996, respectively.
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Item 1. (continued)
The Instruments business manufactures, sells, and services a variety of
scientific instruments for analyzing chemical substances including metals,
inorganic materials, organic compounds, polymers, natural substances, and
biochemicals. The products include liquid and gas chromatographs, gas
chromatograph/mass spectrometers, NMR spectrometers, ultraviolet visible near
infrared spectrometers, atomic absorption spectrometers, inductively coupled
plasma spectrometers, inductively coupled plasma/mass spectrometers, data
systems, and small, disposable tools used to prepare chemical samples for
analysis. Typical applications are found in biochemical and organic chemical
research, measurement of the chemical composition of mixtures, studies of the
chemical structure of pure compounds, quality control of manufactured materials,
chemical analysis of natural products, and environmental monitoring and
measurement. The major segments served are environmental laboratories;
pharmaceutical and chemical industries; chemical, life science, and academic
research; government laboratories; and specific areas of the health care
industry. The Instruments business also manufactures vacuum products and
accessories for industrial and scientific applications. Its vacuum products and
helium leak detectors are utilized in such applications as semiconductor and
automotive manufacturing, high-energy physics, surface analysis, space research,
and petrochemical refining. The Instruments business includes a facility which
fabricates circuit boards and sub-assemblies for customers inside and outside
the Company. Backlog for the Instruments business amounted to $132 million and
$110 million at the end of fiscal 1997 and 1996, respectively.
The Company's Semiconductor Equipment business manufactures, sells, and services
processing systems which are essential to making integrated circuits. Primary
products are ion implantation systems used in wafer fabrication facilities.
Sales for this class of products and services were $345 million, $474 million,
and $357 million for fiscal 1997, 1996, and 1995, respectively. In June, the
Company completed the sale of the Thin Film Systems unit, the smaller of its
Semiconductor Equipment operations, as described under the caption "Sale of
Business and Discontinued Operation" on page 31 of the Annual Report, which
information is incorporated herein by reference. Backlog for the Semiconductor
Equipment business amounted to $151 million and $203 million at the end of
fiscal 1997 and 1996, respectively.
Additional information regarding the Company's lines of business and
international operations are incorporated herein by reference from the
information provided under the headings "Industry Segments" and "Geographic
Segments" on pages 32-33 of the Annual Report.
The Company employs in-house patent attorneys, holds numerous patents in the
United States and in other countries, and has many patent applications pending
in the U.S. and in other countries. The Company considers the development of
patents through creative research and the maintenance of an active patent
program to be advantageous in the conduct of its business, but does not regard
the holding of any particular patent as essential to its operations. The Company
grants licenses to reliable manufacturers on various terms and enters into
cross-licensing arrangements with other parties. Information regarding Varian's
research and development costs is incorporated herein by reference from the
information provided under the heading "Research and Development" on page 23 of
the Annual Report.
The Company's operations are subject to various federal, state, and/or local
laws regulating the discharge of materials to the environment or otherwise
relating to the protection of the environment. The Company is also involved in
various stages of environmental investigation and/or remediation under the
direction of or in consultation with federal, state, and/or local agencies at
certain current or former Company facilities (see the information provided under
the
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Item 1. (continued)
headings "Management's Discussion and Analysis" and "Contingencies" on pages
13-16 and 30-31, respectively, of the Annual Report, which information is
incorporated herein by reference). The Company has established what it believes
to be adequate reserves for these matters. Based on information currently
available, management believes that the Company's compliance with laws which
have been adopted regulating the discharge of materials to the environment or
relating to the protection of the environment is otherwise not reasonably likely
to have a material adverse effect on the capital expenditures, earnings or
competitive position of the Company. Also, estimated capital expenditures for
environmental control facilities are not expected to be material in fiscal 1998,
nor are they expected to be material in fiscal 1999.
Executive Officers of the Registrant
The following table sets forth the names and ages of the Registrant's executive
officers, together with positions and offices held within the last five years by
such executive officers. Officers are appointed to serve until the meeting of
the Board of Directors following the next Annual Meeting of Stockholders and
until their successors have been elected and have qualified. Ages are as of
December 15, 1997.
Name Age Position Term
- ---- --- -------- ----
J. Tracy O'Rourke (Director) 62 Chairman of the Board and Chief Executive 1990-Present
Officer
Richard A. Aurelio 53 Executive Vice President 1992-Present
Allen J. Lauer 60 Executive Vice President 1990-Present
Richard M. Levy 59 Executive Vice President 1990-Present
Timothy E. Guertin 48 Corporate Vice President 1992-Present
President, Oncology Systems 1990-Present
Robert A. Lemos 56 Vice President, Finance and Chief Financial 1986-Present
Officer
Treasurer 1995-Present
Joseph B. Phair 50 Secretary 1991-Present
Vice President and General Counsel 1990-Present
Wayne P. Somrak 52 Vice President 1991-Present
Controller 1995-Present,
1985-1994
Treasurer 1995
There is no family relationship between any of the executive officers.
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Item 2. Properties
The Company's executive offices and principal research and manufacturing
facilities are located in Palo Alto, California, on 45 acres of land held under
leaseholds which expire in the years 2012 through 2058. These facilities are
owned by the Company, and provide floor space totaling 641,316 square feet. The
following is a summary of the Company's properties at September 26, 1997:
Land (Acres) Buildings (000's Sq. Ft.) Number of Buildings
--------------- --------------- ---------------
Owned Leased Owned Leased Owned Leased
----- ----- ----- ----- ----- -----
United States 100 45 1,509 445 19 45
International 27 -- 351 325 6 69
----- ----- ----- ----- ----- -----
127 45 1,860 770 25 114
===== ===== ===== ===== ===== =====
Utilization of facilities by segment is shown in the following table:
Buildings (000's Sq. Ft.)
=============================================
Manufacturing, Administrative
and Research & Development
Marketing
U.S. Non-U.S. Total and Service Total
----- ----- ----- ----- -----
Health Care Systems 540 43 583 180 763
Instruments 456 188 644 359 1,003
Semiconductor Equipment 284 52 336 118 454
Other Operations 46 -- 46 -- 46
----- ----- ----- ----- -----
Total Operations 1,326 283 1,609 657 2,266
===== ===== ===== =====
Other 364
-----
Total 2,630
Other Operations includes manufacturing support.
The capacity of these facilities is sufficient to meet current demand. The
Company owns substantially all of the machinery and equipment in use in its
plants. It is the Company's policy to maintain its plants and equipment in
excellent condition and at a high level of efficiency.
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Item 2. (continued)
Manufacturing sites by geographical location are as follows:
Health Care Systems California, Illinois, South Carolina, Utah,
England, Finland, France, Switzerland
Instruments California, Colorado, Massachusetts,
Arizona, Australia, Italy
Semiconductor Equipment Massachusetts, Korea
Company-owned and staffed sales offices throughout the world are located in
North and South America: Argentina, Brazil, Venezuela, Canada, Mexico, United
States; Europe: Austria, Belgium, Denmark, France, Italy, the Netherlands,
Spain, Sweden, Switzerland, Finland, England, Scotland, Germany, India, Russia;
and Pacific Basin: Australia, People's Republic of China, Hong Kong, Japan,
Korea, Singapore, Taiwan and Thailand.
Item 3. Legal Proceedings
Information required by this Item is incorporated herein by reference from the
information provided under the heading "Contingencies" on pages 30-31 of the
Annual Report.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
Item 5. Market for the Registrant's Common Equity
and Related Stockholder Matters
The information required by this Item is incorporated herein by reference from
the information provided under the heading "Common Stock Prices (Unaudited)" on
page 34 of the Annual Report, and the information provided under the heading
"Long-Term Debt" on page 25 of the Annual Report.
The Company's common stock is listed on the New York and Pacific Stock Exchanges
under the trading symbol VAR.
There were 5,950 holders of record of the Company's common stock on December 1,
1997.
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ITEM 6. SELECTED FINANCIAL DATA
FISCAL YEARS
- ------------------------------------------------------------------------------------------------------------------
(DOLLARS IN MILLIONS EXCEPT PER SHARE AMOUNTS) 1997 1996 1995 1994 1993
- ------------------------------------------------------------------------------------------------------------------
SUMMARY OF OPERATIONS
Sales $1,425.8 1,599.4 1,575.7 1,313.4 1,061.9
-------- ------- ------- ------- -------
Earnings from Continuing Operations
before Taxes $ 177.8 189.2 165.3 109.1 60.1
Taxes on earnings $ 62.2 67.1 59.5 41.5 22.8
-------- ------- ------- ------- -------
Earnings from Continuing Operations $ 115.6 122.1 105.8 67.6 37.3
Earnings from Discontinued Operations,
Net of Taxes $ -- -- 33.5 11.8 8.5
-------- ------- ------- ------- -------
NET EARNINGS $ 115.6 122.1 139.3 79.4 45.8
======== ======= ======= ======= =======
NET EARNINGS PER SHARE - FULLY DILUTED
Net Earnings Continuing Operations $ 3.66 3.81 3.01 1.90 1.03
Net Earnings Discontinued Operations $ -- -- 0.95 0.32 0.23
-------- ------- ------- ------- -------
NET EARNINGS PER SHARE $ 3.66 3.81 3.96 2.22 1.26
======== ======= ======= ======= =======
DIVIDENDS DECLARED PER SHARE $ 0.350 0.310 0.270 0.230 0.195
======== ======= ======= ======= =======
FINANCIAL POSITION AT YEAR END
Total assets $1,104.3 1,018.9 1,003.8 962.4 878.7
Long-term debt (excluding current portion) $ 73.2 60.3 60.3 60.4 60.5
This selected financial data should be read in conjunction with the related
consolidated financial statements and notes thereto, incorporated herein by
reference pursuant to Item 8.
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Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The information required by this Item is incorporated herein by reference from
the information provided under the heading "Management's Discussion and
Analysis" on pages 13-16 of the Annual Report.
Item 8. Financial Statements and Supplementary Data
The information required by this Item is incorporated herein by reference from
the Report of Independent Accountants on page 35 of the Annual Report and the
Consolidated Financial Statements, Notes to the Consolidated Financial
Statements, and Supplementary Data on pages 18-34 of the Annual Report.
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
The information required by this Item with respect to the Company's executive
officers is incorporated herein by reference from the information under Item 1
of Part I of this Report. The information required by this Item with respect to
the Company's directors is incorporated herein by reference from the information
provided under the heading "Election of Directors" of the Proxy Statement which
will be filed with the Commission. The information required by Item 405 of
Regulation S-K is incorporated herein by reference from the information provided
under the heading "Section 16(a) Beneficial Ownership Reporting Compliance" of
the Proxy Statement.
Item 11. Executive Compensation
The information required by this item is incorporated herein by reference from
the information provided under the heading "Certain Executive Officer
Compensation and Other Information" of the Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The information required by this Item is incorporated herein by reference from
the information provided under the heading "Stock Ownership of Certain
Beneficial Owners" of the Proxy Statement.
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Item 13. Certain Relationships and Related Transactions
The information required by this Item is incorporated herein by reference from
the information provided under the headings "Management Indebtedness and Certain
Transactions" and "Change in Control Arrangements" of the Proxy Statement.
Part IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K
(a) The following documents are filed as a part of this report:
(1) Financial Statements The following financial statements of
the Registrant and its subsidiaries, and Report of Independent
Accountants, are incorporated herein by reference from pages 18
through 33 and page 35 of the Annual Report:
Consolidated Financial Statements:
Consolidated Statements of Earnings for fiscal years 1997,
1996, and 1995
Consolidated Balance Sheets at fiscal year-end 1997 and
1996
Consolidated Statements of Stockholders' Equity for fiscal
years 1997, 1996, and 1995
Consolidated Statements of Cash Flows for fiscal years
1997, 1996, and 1995
Notes to the Consolidated Financial Statements
Report of Independent Accountants
(2) Financial Statement Schedule The following financial statement
schedule of the Registrant and its subsidiaries for fiscal years
1997, 1996, and 1995, and the related Report of Independent
Accountants are filed as a part of this Report and should be read in
conjunction with the Consolidated Financial Statements of the
Registrant and its subsidiaries which are incorporated herein by
reference.
Schedule Page
-------- ----
-- Report of Independent Accountants on Financial 13
Statement Schedule
II Valuation and Qualifying Accounts 14
All other required schedules are omitted because of the absence of
conditions under which they are required or because the required
information is given in the financial statements or the notes
thereto.
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Item 14. (continued)
(3) Exhibits:
3-a Registrant's Restated Certificate of Incorporation
(incorporated herein by reference to the
Registrant's Form 10-K for the year ended September
27, 1996).
3-b Registrant's Bylaws (incorporated herein by
reference to the Registrant's Form 10-K for the
year ended October 2, 1992).
10.1 Registrant's Omnibus Stock Plan, as amended and
restated effective as of September 27, 1997.
10.2 Registrant's 1982 Non-Qualified Stock Option Plan
(incorporated herein by reference to Exhibit 4.6 to
the Registration Statement on Form S-8; File No.
33-33660).
10.4 Registrant's Management Incentive Plan
(incorporated herein by reference to Registrant's
Form 10-Q for the quarter ended March 31, 1995).
10.5 Registrant's Supplemental Retirement Plan
(incorporated herein by reference to Registrant's
Form 10-Q for the quarter ended June 30, 1995).
10.6 Registrant's form of Indemnity Agreement with
Directors and Executive Officers (incorporated
herein by reference to Registrant's Form
10-K for the year ended October 1, 1993).
10.7 Registrant's form of Change in Control Agreement
with Executive Officers other than the Chief
Executive Officer (incorporated herein by reference
to Registrant's Form 10-K for the year ended
October 1, 1993).
10.8 Registrant's Change in Control Agreement with J.
Tracy O'Rourke (incorporated herein by reference
to Registrant's Form 10-K for the year ended
October 1, 1993).
10.9 Description of Certain Compensatory Arrangements
between Registrant and Directors (incorporated
herein by reference to Registrant's Form 10-Q for
the quarter ended December 31, 1993).
10.10 Description of Certain Compensatory Arrangements
between Registrant and Executive Officers
(incorporated herein by reference to Registrant's
Form 10-K for the year ended September 30, 1994).
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Item 14. (continued)
10.11 Description of Certain Relocation Arrangements
between Registrant and Executive Officers
(incorporated herein by reference to Registrant's
Form 10-Q for the quarter ended December 30,
1994).
11 Computation of net earnings per share.
13 Registrant's 1997 Annual Report to Stockholders
(furnished for the information of the Securities
and Exchange Commission only and not deemed to be
filed except for those portions expressly
incorporated by reference herein).
21 Subsidiaries of the Registrant.
23 Consent of Independent Accountants.
24 Power of Attorney by directors of the Company
authorizing certain persons to sign this Annual
Report on Form 10-K on their behalf.
27 Financial Data Schedule for the fiscal year ended
September 26, 1997 (EDGAR filing only).
(b) Reports on Form 8-K:
A report on Form 8-K was filed on October 2, 1997, regarding the
Registrant's offer to purchase the radiotherapy service
operation of General Electric Company.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, Varian Associates, Inc. has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
VARIAN ASSOCIATES, INC.
(Registrant)
Dated: December 10, 1997 By: /s/ Robert A. Lemos
--------------------
Robert A. Lemos
Vice President, Finance,
Chief Financial Officer,
and Treasurer
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 below.
Signature Title Date
--------- ----- ----
/s/ J. Tracy O'Rourke Chairman of the Board and Chief Executive December 14, 1997
-------------------
J. Tracy O'Rourke Officer (Principal Executive Officer)
/s/ Robert A. Lemos Vice President, Finance, Chief Financial December 10, 1997
-------------------
Robert A. Lemos Officer and Treasurer (Principal Financial
Officer)
/s/ Wayne P. Somrak Vice President and Controller (Principal December 10, 1997
-------------------
Wayne P. Somrak Accounting Officer)
Ruth M. Davis * Director
Robert W. Dutton Director
Samuel Hellman * Director
Terry R. Lautenbach * Director
Angus A. MacNaughton * Director
David W. Martin, Jr. * Director
John G. McDonald Director
Wayne R. Moon * Director
Gordon E. Moore * Director
David E. Mundell * Director
Burton Richter * Director
Elizabeth E. Tallett * Director
Jon D.Tompkins Director
Richard W. Vieser * Director
By /s/ Robert A. Lemos December 10, 1997
-------------------
Robert A. Lemos,
Attorney-in-Fact **
12
- --------
** By authority of powers of attorney filed herewith.
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REPORT OF INDEPENDENT ACCOUNTANTS ON
FINANCIAL STATEMENT SCHEDULE
To the Board of Directors and Stockholders of
Varian Associates, Inc.
Our report on the consolidated financial statements has been incorporated by
reference in this Form 10-K from page 35 of the 1997 Annual Report to
Stockholders of Varian Associates, Inc. and Subsidiaries. In connection with our
audits of such financial statements, we have also audited the related Financial
Statement Schedule listed in the index on page 9 of this Form 10-K.
In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic consolidated financial statements taken as a
whole, presents fairly, in all material respects, the information required to be
included therein.
/s/ Coopers & Lybrand L.L.P.
-------------------------------
Coopers & Lybrand L.L.P.
San Jose, California
October 15, 1997
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SCHEDULE II
VARIAN ASSOCIATES, INC. AND SUBSIDIARY COMPANIES
VALUATION AND QUALIFYING ACCOUNTS (1)
for the fiscal years ended 1997, 1996, and 1995
(Dollars in Thousands)
Balance at Charged to Deductions Balance at
Beginning Costs and ------------------------ End of
Description of Period Expenses Description Amount Period
-------- -------- ------------- -------- --------
ALLOWANCE FOR DOUBTFUL NOTES
& ACCOUNTS RECEIVABLE:
Write-offs
Fiscal Year Ended 1997 $ 2,309 $ 1,468 & Adjustments $ 1,062 $ 2,715
======== ======== ======== ========
Write-offs
Fiscal Year Ended 1996 $ 2,316 $ 876 & Adjustments $ 883 $ 2,309
======== ======== ======== ========
Write-offs
Fiscal Year Ended 1995 $ 2,422 $ 330 & Adjustments $ 436 $ 2,316
======== ======== ======== ========
ESTIMATED LIABILITY FOR
PRODUCT WARRANTY:
Actual
Warranty
Fiscal Year Ended 1997 $ 49,251 $ 42,994 Expenditures $ 54,625(2) $ 37,620
======== ======== ======== ========
Actual
Warranty
Fiscal Year Ended 1996 $ 48,076 $ 52,680 Expenditures $ 51,505 $ 49,251
======== ======== ======== ========
Actual
Warranty
Fiscal Year Ended 1995 $ 41,682 $ 61,954 Expenditures $ 55,560 $ 48,076
======== ======== ======== ========
(1) As to column omitted the answer is "none."
(2) Includes a $5,226 deduction due to the sale of Thin Film Systems.
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INDEX OF EXHIBITS
Exhibit
Number
3-a Registrant's Restated Certificate of Incorporation (incorporated
herein by reference to the Registrant's Form 10-K for the year ended
September 27, 1996).
3-b Registrant's Bylaws (incorporated herein by reference to the
Registrant's Form 10-K for the year ended October 2, 1992).
10.1 Registrant's Omnibus Stock Plan, as amended and restated effective
as of September 27, 1997.
10.2 Registrant's 1982 Non-Qualified Stock Option Plan (incorporated
herein by reference to Exhibit 4.6 to the Registration Statement on
Form S-8; File No. 33-33660).
10.4 Registrant's Management Incentive Plan (incorporated herein by
reference to Registrant's Form 10-Q for the quarter ended March 31,
1995).
10.5 Registrant's Supplemental Retirement Plan (incorporated herein by
reference to Registrant's Form 10-Q for the quarter ended June 30,
1995).
10.6 Registrant's form of Indemnity Agreement with Directors and Executive
Officers (incorporated herein by reference to Registrant's Form 10-K
for the year ended October 1, 1993).
10.7 Registrant's form of Change in Control Agreement with Executive
Officers other than the Chief Executive Officer (incorporated herein
by reference to Registrant's Form 10-K for the year ended October 1,
1993).
10.8 Registrant's Change in Control Agreement with J. Tracy O'Rourke
(incorporated herein by reference to Registrant's Form 10-K for the
year ended October 1, 1993)
10.9 Description of Certain Compensatory Arrangements between Registrant
and Directors (incorporated herein by reference to Registrant's Form
10-Q for the quarter ended December 31, 1993).
10.10 Description of Certain Compensatory Arrangements between Registrant
and Description of Certain Compensatory Arrangements between
Registrant Executive Officers (incorporated herein by reference to
Registrant's Form 10-K for the year ended September 30, 1994).
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INDEX OF EXHIBITS
10.11 Description of Certain Relocation Arrangements between Registrant and
Executive Officers (incorporated herein by reference to Registrant's
Form 10-Q for the quarter ended December 30, 1994).
11 Computation of net earnings per share.
13 Registrant's 1997 Annual Report to Stockholders (furnished for the
information of the Securities and Exchange Commission only and not
deemed to be filed except for those portions expressly incorporated
by reference herein).
21 Subsidiaries of the Registrant.
23 Consent of Independent Accountants.
24 Power of Attorney by directors of the Company authorizing certain
persons to sign this Annual Report on Form 10-K on their behalf.
27 Financial Data Schedule for the fiscal year ended September 26, 1997
(EDGAR filing only).
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