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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED COMMISSION FILE NUMBER:
DECEMBER 31, 1997 0-21626
ELECTROGLAS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 77-0336101
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
2901 Coronado Drive, Santa Clara, California 95054 (408) 727-6500
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) (REGISTRANT'S
TELEPHONE NUMBER,
INCLUDING AREA CODE)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.01 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. [ ]
As of February 28, 1998, the aggregate market value of the voting stock
held by non-affiliates of the Registrant was approximately $363,334,950, based
on the closing sale price as reported on the Nasdaq National Market on such
date. This calculation does not reflect a determination that certain persons are
affiliates of the Registrant for any other purposes.
As of February 28, 1998, the Registrant had outstanding 19,639,727 of
Common Stock.
The Index to Exhibits is located beginning on Page 16.
DOCUMENTS INCORPORATED BY REFERENCE
Part II of this Report on Form 10-K incorporates information by reference from
Registrant's 1997 Annual Report to Stockholders. Part III of this Report on Form
10-K incorporates information by reference from Registrant's Proxy Statement for
its 1997 Annual Meeting of Stockholders.
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PART I
ITEM 1. BUSINESS
OVERVIEW
Electroglas, Inc. ("Electroglas" or "the Company") is a world-leading
supplier of hardware- and software-based data collection, management, and
analysis tools to the global semiconductor industry. Semiconductor producers
depend on the Company's products to improve their productivity and process
control by optimizing manufacturing efficiency. Historically, the Company's
primary product has been automatic wafer probing equipment. Electroglas believes
it is one of the largest suppliers of wafer probers worldwide. The Company has
sold over 9,700 wafer probers from among its current product offerings and
believes it supplies more than half of the probers used in the United States and
European market segments. The Company's primary prober product offerings are its
Horizon 4000 Series wafer probers and its 2000 Series wafer probers. All of the
Company's wafer probers feature the Company's linear motor technology and offer
advanced vision processing, sophisticated system software and high throughput.
Today, the Company is also involved in the development, manufacture,
marketing, and servicing of inspection products and yield management software as
part of its strategy to move from a supplier of wafer probers to a process
management solutions provider. The move began with two acquisitions completed in
1997. In May, Electroglas acquired Sunnyvale, California-based Knights
Technology, Inc. ("Knights"). Knights is a supplier of yield management software
products to the semiconductor industry. In December, Electroglas acquired
Albany, Oregon-based Techne Systems, Inc. (renamed "Electroglas Inspection
Products"). Techne is a supplier of back-end wafer inspection systems.
Electroglas was formed on April 1, 1993 to succeed to the wafer prober
business conducted by the Electroglas division of General Signal Corporation
(former "Parent"). Immediately prior to the closing of the initial public
offering of its Common Stock ("the IPO") on July 1, 1993, the Company assumed
the assets and liabilities of the Electroglas division in the asset transfer
and, following the IPO, the Company commenced operations as an independent
corporation. The Company, through its predecessors, has been in the wafer prober
business for more than 30 years.
INDUSTRY BACKGROUND
Semiconductor devices are fabricated by repeating a complex series of
process steps on a wafer substrate, which is usually made of silicon and
measures three to eight inches in diameter. Wafers are typically sent through a
series of 100 to 300 process steps. A finished wafer consists of many integrated
circuits (each referred to as a "device" or "die"), the number depending on the
area of the circuits and the size of the wafer. Manufacturers have increasingly
utilized larger diameter wafers to achieve more cost effective production. The
move to 300 mm (12 inch) wafers is currently underway throughout the industry.
The management of these fabrication steps has become Electroglas' new
focus. The Company's wafer probers and inspection products will be designated
to collect data that is managed by their networking software and analyzed by
their yield management products - providing a way to manage the fabrication
process.
Wafer Probing
A wafer prober successively positions each integrated circuit on a
wafer so that the electrical contact points (or "pads") on the die align under
and make contact with the probe pins, which are located on a probe card mounted
on the wafer prober. The probe card, which is generally custom made by other
suppliers for the specific integrated circuit being tested, is connected to a
test system, also supplied by other suppliers, which performs the required
parametric or functional test. Parametric testing is performed during the wafer
fabrication process ("in-line testing") and at the completion of the wafer
fabrication process ("end-of-line testing") to measure electrical parameters
which verify the reliability of the wafer fabrication process, while functional
testing is performed after the completion of wafer fabrication ("wafer sort") to
identify devices which do not conform to particular electrical specifications.
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Inspection
Wafer inspection tools are used to automate a range of semiconductor
defect identification, defect classification, CD measurement and feedback
control processes. The tools analyze each individual die on each wafer for
defects and process excursions, identify the type of defect or pattern anomaly,
measure the defect or anomaly, and pass the quantitative results to both
upstream and downstream production machines.
Yield Management Software
Yield management software tools access and extract inspection and
measurement results for the purpose of yield enhancement analysis in the wafer
fab.
CAD Navigation Software
CAD Navigation software provides computerized interfaces and navigation
capabilities for IC design, failure analysis, defect review and debugging.
Wafer Prober Market
The automatic wafer probing market can be divided into the United
States, European and Asian market segment, into which the Company sells
substantially all of its products, and the Japanese market segment. The Japanese
market segment is comprised of semiconductor fabrication facilities located in
Japan and those located outside Japan which are controlled by Japanese
companies. Semiconductor manufacturers use automatic wafer probers primarily
during wafer sort, which occurs before the separation and packaging of each
individual device. Wafer probers have been increasingly used during in-line and
end-of-line testing and are also used for research and development, and quality
and process control applications. In-line testing requires special equipment
features such as cleanroom compatibility, as tests are carried out during the
manufacturing process. This testing is done to verify the manufacturing process
while wafers are in an unfinished state where corrective action can occur. The
Company estimates, based upon its experience, that wafer sort applications
represent approximately 80% of the market for automatic wafer probers. The
remaining 20% is approximately equally divided between in-line and end-of-line
testing and laboratory applications.
Wafer probers are typically purchased by a semiconductor manufacturer
when outfitting a new wafer fabrication facility or expanding an existing
facility. Wafer probers are also purchased to replace equipment in response to
major changes in technology, such as larger wafer sizes and greater device
complexity. A semiconductor fabrication facility typically requires 20 to 80
probers to meet testing requirements on a timely basis. The purchase of
semiconductor manufacturing equipment and spare parts, the integration of such
equipment into production lines and the training of employees on a particular
supplier's equipment require significant expenditures by semiconductor
manufacturers. To maximize the benefits of their investment in machinery, parts,
production line integration and training, semiconductor manufacturers generally
are reluctant to replace existing equipment with equipment from another
supplier.
COMPANY STRATEGY
Electroglas has become a leader in the wafer probing market through a
combination of strengths, including advanced technical capabilities, close
relationships with the leading manufacturers of integrated circuits, a broad
line of high quality products and a well established, highly qualified
distribution organization. Building on these strengths, Electroglas' strategy is
comprised of the following key elements:
o Focus on Technological Innovation. The Company has invested heavily in
engineering, research and development to add features and functionality to
its products. The Company was the first to introduce automatic wafer probers
using a linear motor positioning system for precise motion control and
digital pattern recognition processors for automatic alignment and was the
first to introduce automatic wafer probers for use with eight-inch wafers.
The Company expects to continue its emphasis on engineering, research and
development in an effort to anticipate and address technological advances in
semiconductor processing.
o Maintain Strong Customer Relationships. The Company has long-standing
relationships with its customers. The Company's development of products and
product enhancements is market driven. Engineering, sales and management
personnel collaborate with customer counterparts to determine customers'
needs and specifications. The Company expects to continue to strengthen its
existing customer relationships by continuing to provide high levels of
service and support.
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o Emphasize Quality Products. The Company believes it has developed a
reputation as a leader in providing high quality products. The Company was
chosen in the most recent customer survey conducted by VLSI Research, Inc.
as one of the "Ten-Best" test and measurement equipment manufacturers.
Knights' YieldManager(R) product was awarded the 1997 Editors' Choice Best
Product Award by Semiconductor International magazine. The Company has
received quality awards from its customers and the SEMATECH Partnering for
Total Quality award. The Company has a company-wide quality program and
recently received its ISO 9002 Certification. The Company's quality training
program emphasizes continuous improvement, data driven decisions and close
collaboration among the Company's employees, customers and suppliers. The
Company trains all of its employees in basic quality skills. The Company
also regularly participates in quality sharing meetings with other equipment
manufacturers and customer quality audits of procedures and personnel.
o Expand Product Lines and Applications. The Company intends to capitalize on
its market position and technical skills to further broaden existing product
lines through internally developed products and from time to time through
strategic alliances and acquisitions, such as the Knights and Techne
acquisitions of 1997.
PRODUCTS
Probers
Horizon 4000 Series: The Horizon 4090, and the Horizon 4090u (micro),
which is targeted to ship in the first half of 1998 are the Company's primary
offering in the Horizon 4000 Series of wafer probers. This product line is
positioned to satisfy high volume semiconductor manufacturing applications. The
Horizon 4000 Series provides many advanced automation capabilities including
automatic probe-to-pad-alignment, in-process inspection and optical character
recognition (OCR). Optional for Horizon Series probers is a temperature
controlled chuck top, providing the ability to maintain precisely a
customer-selected wafer temperature during testing. The Horizon 4090, and
Horizon 4090u micro utilize the Company's EGCommander system software. This
software was developed by the Company and allows significant application and
customer driven customization of the wafer prober and compatibility with the
standard MS-DOS operating system. The user interface features color graphics,
touchscreen programming, probing recipes, control maps and real-time maps.
Accuracy of the Horizon 4000 Series has been enhanced and the Horizon 4000
Series probers feature a distributed multiple processor architecture to
maximize productivity and expandability.
In May 1997, the Company opened the Electroglas Prober Integration
Center (EPICenter) on its campus in Santa Clara, California. The EPICenter helps
provide the Company and key semiconductor manufacturing and test equipment
partners the resources to integrate and test probing solutions before product
introduction.
In 1997, the Company increased engineering development work for the
next-generation, 300mm wafer prober. The Company anticipates selective
introduction of the product to key customers in late 1998.
Network Products
The Electroglas Station Controller and SORTnet products are a
system of software and hardware components that allows the integration of the
Company's prober products into standard local area networks found in
semiconductor manufacturing operations. The network products allow manufacturers
to monitor the entire probing operation, collect test data on a real-time basis,
control centrally prober setup and facilitate key manufacturing advancements,
including offline inking and inkless probing, which in turn improve overall
productivity.
Yield Management
YieldManager, introduced in 1994, is an integrated enterprise, client
server yield enhancement system for sub-micron semiconductor fabrication
facilities. YieldManager takes the output from testers, probers and inspection
equipment used at various points in the semiconductor fabrication process,
correlates it and manages it in a manner that enables the operator of the fab to
maximize its manufacturing yield. YieldManager provides an encompassing and
integrated approach to yield management and automates processes previously
managed separately and often manually.
YieldManager links to Knights' MegaLab(R) and Merlin's FrameworkTM
software for defect review; SpaR (Spatial Pattern recognition) to group defects
into signatures that can be classified into process events; and Q-YIELD(TM) for
data-mining.
CAD Navigation
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Merlin's Framework is Knights' principal CAD navigation product that
uses the CAD semiconductor design data to locate physical attributes of the
semiconductor itself. Merlin's Framework has been used in the semiconductor
industry for failure analysis and process diagnostics and is a leading CAD
navigation product.
Inspection Products
The QuickSilver series of products feature key technologies, such as
Time Delay Integration (TDI) for high speed acquisition of complex images. In
the series, there are four products distinguished by their software packages,
not necessarily their platform. The QuickSilver 100 is primarily for
microstructure inspection applications, the QuickSilver 200 focuses on defect
inspection and the QuickSilver 300 and 330 inspect bump applications,
two-dimensional and three-dimensional, respectively.
ENGINEERING, RESEARCH AND DEVELOPMENT
The market for wafer probing equipment is characterized by continuous
technological development and product innovation. The Company believes that
continued and timely development of new products and enhancements to existing
products is necessary to maintain its competitive position. Accordingly, the
Company devotes a significant portion of its personnel and financial resources
to engineering, research and development programs. The Company uses its close
relationships with key customers to make improvements on its products which
respond to such customers' needs. For example, the Horizon 4085X responds to the
Company's major customers' need for cleanroom compatible probers. In addition,
the Company develops new products to respond to general market requirements. For
example, the EGCommander was developed to address the market's demand for
increased system software flexibility.
The Company's ongoing engineering, research and development efforts
generally can be classified into three categories: feature enhancements, such as
features to improve accuracy, speed or automation; new products; and customer
driven product enhancements. Engineering, research and development expenses were
$21,897,000, $18,672,000 and $13,560,000 in 1997, 1996 and 1995, respectively,
or 14.6%, 12.3% and 8.0% of net sales, respectively. Engineering, research and
development expenses consist primarily of salaries, project materials and other
costs associated with the Company's ongoing efforts.
MARKETING, SALES AND SERVICE
The Company primarily sells its products directly to end-users. The
Company believes that using a direct sales force provides it with a significant
competitive advantage in communicating with customers and responding to market
demands.
The Company generally sells product on net 30-day terms to most
customers. Other, primarily foreign, customers are required to deliver a letter
of credit typically payable upon product delivery. The Company generally
warrants its products for a period of up to 12 months from shipment for material
and labor to repair the product. Installation is customarily included in the
price of the product. The Company's field engineers provide customers with call
out repair and maintenance services for a fee. Customers may enter into repair
and maintenance service contracts covering the Company's products. The Company
trains customer employees to perform routine service for a fee and provides
telephone consultation services generally free of charge.
In the United States, Electroglas maintains sales and service offices
in Arizona, California, Massachusetts, Oregon and Texas. In Europe, the Company
maintains sales and service locations in France, Germany and the United
Kingdom. In Asia, the Company maintains direct sales and service locations in
Japan, Hong Kong, Korea, People's Republic of China, Singapore and Taiwan. As
of December 31, 1997, the Company employed approximately 232 people worldwide
in sales, service, applications, logistics, technical support and customer
service.
CUSTOMERS
Electroglas sells its products to leading semiconductor manufacturers
throughout the world. In 1997 and 1995, no single customer accounted for more
than 10% of net sales. In 1996, sales to Intel represented 13% of net sales. No
other customer exceeded 10% of net sales in 1996.
International sales represented 43%, 45% and 45% of the Company's net
sales in 1997, 1996 and 1995, respectively. These sales represent the combined
total of export sales made by United States operations and all sales made by
foreign operations.
Export sales made by United States operations were 23% of net sales in 1997 (21%
to Asia, 2% to other), 19% of net sales in 1996 (18% to Asia, 1% to other) and
22% of net sales in 1995 (21% to Asia, 1% to other).
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The following is a summary of the Company's geographic operations:
- ------------------------------------------------------------------------------------------------------
Adjustment
United and
(in thousands) States Asia Europe Eliminations Consolidated
- ------------------------------------------------------------------------------------------------------
1997
Sales to unaffiliated $ 119,567 $ 1,557 $28,911 $ -- $ 150,035
customers
Transfer between geographic
locations 23,829 517 93 (24,439) --
- ------------------------------------------------------------------------------------------------------
Total net sales $ 143,396 $ 2,074 $29,004 $(24,439) $ 150,035
Operating income (loss) $ (12,970) $(6,571) $ 2,531 $ (822) $ (17,832)
Identifiable assets $ 211,898 $ 2,311 $16,140 $ (1,430) $ 228,919
1996
Sales to unaffiliated $ 112,216 $ 7,844 $31,890 $ -- $ 151,950
customers
Transfer between geographic
locations 27,057 87 -- (27,144) --
- ------------------------------------------------------------------------------------------------------
Total net sales $ 139,273 $ 7,931 $31,890 $(27,144) $ 151,950
Operating income (loss) $ 28,402 $(4,582) $ 4,827 $ 207 $ 28,854
Identifiable assets $ 187,135 $ 2,741 $ 8,597 $ (607) $ 197,866
1995
Sales to unaffiliated $ 131,351 $ 9,509 $28,380 $ -- $ 169,240
customers
Transfer between geographic
locations 25,287 95 -- (25,382) --
- ------------------------------------------------------------------------------------------------------
Total net sales $ 156,638 $ 9,604 $28,380 $(25,382) $ 169,240
Operating income (loss) $ 52,205 $(2,877) $ 4,185 $ (210) $ 53,303
Identifiable assets $ 175,967 $ 3,969 $12,619 $ (814) $ 191,741
Sales between geographic areas are accounted for at prices that the Company
believes are at arm's length prices.
MANUFACTURING AND SUPPLIERS
The Company's principal manufacturing activities take place in Santa
Clara, California and consist primarily of assembling and testing complete
probing systems that meet specific customer requirements. Most of the
subassemblies used in the probing systems are manufactured by the Company;
however, some are standard products purchased from third parties. While the
Company uses standard components wherever possible, most mechanical parts, metal
fabrications and castings are made to Company specifications. The Company
schedules production based upon firm customer commitments and anticipated orders
during the planning cycle. The Company generally expects to be able to accept a
customer order, build the required machinery and ship to the customer within 10
weeks.
Electroglas maintains manufacturing capability for certain components.
This capacity has proven useful for certain short-run and small lot size
components where economic third party supply is not available. This capacity has
also been used for product development and prototypes. The Company maintains
in-house control of the critical manufacturing processes for its linear motor
positioning system.
Quality control is maintained through incoming inspection of components,
in-process inspection during equipment assembly and final inspection and
operation of all manufactured equipment prior to shipment. Electroglas has a
company-wide quality training program emphasizing continuous improvement, data
driven decisions and close collaboration among the Company's employees and its
customers and suppliers. The Company trains all of its employees in basic
quality skills and regularly participates in quality sharing meetings with other
equipment manufacturers and customer quality audits of procedures and personnel.
Certain of the components and subassemblies included in the Company's
products are obtained from a single source. However, the Company believes that
alternative sources exist or can be developed, if necessary.
BACKLOG
At December 31, 1997, the Company's backlog was approximately $36.6
million as compared to approximately $24.3 million at December 31, 1996. The
Company generally ships orders within four months after receipt of a customer's
purchase order. Due to possible changes in product delivery schedules and
cancellation of product orders and because the Company's sales will often
reflect orders shipped in the same quarter received, the Company's backlog at
any particular date is not necessarily indicative of actual sales for any
succeeding period.
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COMPETITION
The semiconductor equipment industry is highly competitive. The
principal competitive factors in the industry are product performance,
reliability, service and technical support, product improvements, price,
established relationships with customers and product familiarity. The Company
believes that its products compete favorably with respect to each of these
factors in the non-Japanese market segment. The Company's major competitors are
Tokyo Electron Labs ("TEL") and Tokyo Seimitsu ("TSK"). Some of the Company's
competitors have greater financial, engineering and manufacturing resources than
the Company and larger service organizations and long-standing customer
relationships. There can be no assurance that levels of competition in the
Company's particular product market will not intensify or that the Company's
technological advantages may not be reduced or lost as a result of technological
advances by competitors or changes in semiconductor processing technology. See
"Factors that May Affect Results and Financial Condition - Highly Competitive
Industry, - Japanese Market Segment and - Japanese Competition."
PATENTS, TRADEMARKS, COPYRIGHTS AND OTHER INTELLECTUAL PROPERTY
The Company believes that the success of its business depends more on
the technical competence, creativity and marketing abilities of its employees,
rather than on patents, trademarks and copyrights. Nevertheless, the Company has
a policy of seeking patents when appropriate on inventions concerning new
products and improvements as part of its ongoing research, development and
manufacturing activities. The Company owns various patents and has applied for
additional patent protection in the United States and abroad for the technology
in its products. The Company also has several registered United States and
international trademarks. The Company maintains unregistered copyrights on its
software and typically maintains the source code for its products as trade
secrets.
The Company also relies upon trade secret protection for its
confidential and proprietary information. The Company routinely enters into
confidentiality agreements with its employees. There can be no assurance,
however, that others will not independently gain information and techniques or
otherwise gain access to the Company's trade secrets or that the Company can
meaningfully protect its trade secrets. See "Factors that May Affect Results and
Financial Condition - Patent and Other Intellectual Property."
EMPLOYEES
As of December 31, 1997, the Company employed approximately 765 persons.
Many of the Company's employees are highly skilled, and the Company's success
will depend in part upon its ability to attract and retain such employees, who
are in great demand. The Company has never had a work stoppage or strike and no
employees are represented by a labor union or covered by a collective bargaining
agreement. The Company considers its employee relations to be good.
FACTORS THAT MAY AFFECT RESULTS AND FINANCIAL CONDITION
The statements contained in this Form 10-K which are not purely
historical are forward looking statements, including statements regarding the
Company's beliefs, expectations, hopes, plans or intentions regarding the
future. Forward-looking statements in this document include statements under the
heading "Company Strategy" with respect to the Company's expectations regarding
continued emphasis on research and development and strengthening of customer
relationships, intentions regarding broadening existing product lines and the
complementary nature of its SORTnet(TM) products to its core product lines,
among others. All forward-looking statements included in this document are made
as of the date hereof, based on information available to the Company as of the
date hereof, and Electroglas assumes no obligation to update any forward
looking-statement or statements. It is important to note that the Company's
actual results could differ materially from those in such forward-looking
statements. The following important factors, among others, in some cases have
affected, and in the future could affect, the Company's actual operating results
and could cause the Company's actual consolidated operating results to differ
materially from those expressed in any forward-looking statement made by, or on
behalf of, the Company.
Semiconductor Industry Downturns Adversely Affect Electroglas Revenues and
Operating Results. The Company's business largely depends on capital
expenditures by semiconductor manufacturers, which in turn depend on the current
and anticipated market demand for integrated circuits and products that use
integrated circuits. The semiconductor industry is highly cyclical and has
historically experienced periods of oversupply resulting in significantly
reduced demand for capital equipment. The semiconductor industry is currently
experiencing a downturn which has led many semiconductor manufacturers to delay
or cancel capital expenditures. These delays and cancellations have adversely
affected the Company's revenues, gross profit, gross margin and operating
results. Furthermore, there can be no assurance that the semiconductor industry
will not experience further downturns or slowdowns in the future, which may
materially and adversely affect the Company's business and operating results. In
addition, the need to invest in the engineering, research and development and
marketing required to penetrate targeted foreign markets and maintain extensive
customer service and support capabilities limits the Company's ability to reduce
expenses during such downturns.
Variability and Uncertainty of Quarterly Operating Results. The Company has
experienced and expects to continue to experience significant fluctuations in
its quarterly results. The Company's backlog at the beginning of each quarter
does not
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necessarily determine actual sales for any succeeding period. The Company's
sales will often reflect orders shipped in the same quarter that they are
received. Moreover, customers may cancel or reschedule shipments, and production
difficulties could delay shipments. Other factors which may influence the
Company's operating results in a particular quarter include the timing of the
receipt of orders from major customers, product mix, competitive pricing
pressures, continue or worsened financial markets or economic instability in
Asia, the relative proportions of domestic and international sales, the
Company's ability to design, manufacture and introduce new products on a
cost-effective and timely basis, the delay between expenses to further develop
marketing and service capabilities and the realization of benefits from those
improved capabilities, and the introduction of new products by the Company's
competitors. Accordingly, the Company's results of operations are subject to
significant variability and uncertainty from quarter to quarter.
Dependence on New Products and Processes. Electroglas believes that its
future success will depend in part upon its ability to continue to enhance its
existing products and to develop and manufacture new products. As a result, the
Company expects to continue to make a significant investment in engineering,
research and development. There can be no assurance that the Company will be
successful in the introduction, marketing and cost effective manufacture of any
of its new products, or that the Company will be able to timely develop and
introduce new products, or to enhance its existing products and processes to
satisfy customer needs or achieve market acceptance. To develop new products
successfully, the Company depends on close relationships with its customers and
the willingness of those customers to share information with the Company. The
failure to develop products and introduce them successfully and in a timely
manner could adversely affect the Company's competitive position and results of
operations.
Dependence on Principal Customers. For the years ended December 31, 1997 and
1996, five of the Company's customers accounted for 33% and 37%, respectively,
of its net sales. No single customer accounted for more than 10% of net sales in
1997 and 1995. Intel Corporation accounted for 13% of net sales in the year
ended December 31, 1996. If one or more of the Company's major customers ceased
or significantly curtailed its purchases, a material adverse effect on the
Company's results of operations could result.
Highly Competitive Industry. The semiconductor equipment industry is highly
competitive. Electroglas faces substantial competition from established
competitors, some of which are part of larger companies that have greater
financial, engineering and manufacturing resources than the Company and have
larger service organizations and long-standing customer relationships. The
Company's competitors can be expected to continue to improve the design and
performance of their products and to introduce new products with competitive
price/performance characteristics. Competitive pressures may force price
reductions that could adversely affect the Company results of operations.
Although the Company believes it has certain technological and other advantages
over its competitors, maintaining and capitalizing on these advantages will
require the Company to continue a high level of investment in engineering,
research and development, marketing and customer service and support. There can
be no assurance that the Company will have sufficient resources to continue to
make these investments or that the Company will be able to make the
technological advances necessary to maintain such competitive advantages. See
"Business - Competition."
Japanese Market Segment and Japanese Competition. Electroglas believes that
competing Japanese companies have a competitive advantage because they dominate
the Japanese market segment (comprised of semiconductor fabrication facilities
located in Japan and those located outside Japan which are controlled by
Japanese companies). Foreign companies find it difficult to penetrate the large
and technically advanced Japanese market, which represents a substantial
percentage of the worldwide wafer prober market. In particular, Tokyo Electron
Limited ("TEL"), a large supplier of wafer probers and other semiconductor
capital equipment in Japan, dominates the Japanese market segment for wafer
probers. TEL dominance of the Japanese market segment and its position as a
large supplier of wafer probers worldwide provide it with a sales and technology
base that enables it to compete throughout the rest of the world. Another
Japanese company, Tokyo Seimitsu Co., Ltd. ("TSK"), also a large supplier of
wafer probers in the Japanese market segment, has recently increased its share
of that market. See "Business - Competition."
Although Electroglas believes it is the largest supplier of wafer probers in
the non-Japanese market segment, Electroglas has not yet established itself as a
significant participant in the Japanese market segment. While Japanese
semiconductor manufacturers in recent years have begun to build semiconductor
fabrication facilities outside Japan, Electroglas has not yet had significant
sales into such facilities. Further, Japanese semiconductor manufacturers have
extended their influence outside Japan by licensing products and process
technologies to non-Japanese semiconductor manufacturers; these licenses
typically include a recommendation to use wafer probers and other semiconductor
equipment manufactured by Japanese companies. In particular, Electroglas may be
at competitive disadvantage with respect to the Japanese semiconductor capital
equipment suppliers who have been engaged for some time in collaborative efforts
with Japanese semiconductor manufacturers. There can be no assurance that
Electroglas will be able to establish a significant presence in or ever compete
successfully in the Japanese market segment. In addition, to the extent that the
slowdown in the Japanese market segment, recently exacerbated by the recent
economic and currency turmoil in Japan and Asia generally, has left the
Company's Japanese competitors with excess inventory or excess capacity, they
may offer substantial discounts on their products, increasing pricing pressure
in both the Japanese market segment and elsewhere. Furthermore, the current
weakness and any greater weakness of the yen compared to the dollar may
exacerbate this situation.
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Patents and Other Intellectual Property. The Company's success depends in
significant part on its intellectual property. While the Company attempts to
protect its intellectual property through patents, copyrights and trade secrets,
it believes that its success will depend more upon innovation, technological
expertise and distribution strength. There can be no assurance that the Company
will successfully protect its technology or that competitors will not be able to
develop similar technology independently. No assurance can be given that the
claims allowed on any patents held by the Company will be sufficiently broad to
protect the Company's technology. In addition, no assurance can be given that
any patents issued to the Company will not be challenged, invalidated or
circumvented or that the rights granted thereunder will provide competitive
advantages to the Company.
Some customers using certain products of Electroglas have received a notice
of infringement from Technivison Corporation and Jerome H. Lemelson alleging
that the manufacture of semiconductor products infringes certain patents issued
to Mr. Lemelson. Certain of these customers have notified Electroglas that, in
the event it is subsequently determined that the customer infringes certain of
the Lemelson patents, they may seek reimbursement from Electroglas for some
damages or expenses resulting from this matter. Electroglas believes that its
products do not infringe the Lemelson patents. Certain of the Company's
customers are currently engaged in litigation with Mr. Lemelson involving 17 of
his patents and the validity of those patents has been placed in issue. In the
future, it is possible that the Company's participation in the litigation may be
required. Electroglas may incur costs with respect to such participation and
cannot predict the outcome of this or similar litigation or the effect of such
litigation upon Electroglas. To the best of the Company's knowledge, neither it
nor any of its products has been identified by Mr. Lemelson as infringing his
patents.
Dependence on Certain Suppliers. Electroglas obtains certain of the
components and subassemblies for its systems from a single source or a limited
group of suppliers, most notably all of the vision processor systems used in the
Company's products are supplied by Cognex Corporation ("Cognex"). Although
Electroglas seeks to reduce dependence on its sole and limited source suppliers,
the partial or complete loss of Cognex as a supplier of vision processor
systems, and the loss of certain other limited source suppliers could at least
temporarily adversely affect the Company's results of operations and damage
customer relationships. Further, a significant increase in the price of one or
more of these components could adversely affect the Company's results of
operations.
International Operations. International sales accounted for 43%, 45% and
45% of the Company's net sales for 1997, 1996 and 1995, respectively. The
Company expects international sales to continue to represent a significant
percentage of net sales. A number of factors may adversely affect the Company's
international sales and operations, including the imposition of governmental
controls, fluctuations in the U.S. dollar, which could increase the foreign
sales prices of the Company's products in local currencies, export license
requirements, restrictions on the export of technology, political instability,
trade restrictions, changes in tariffs and difficulties in staffing and managing
international operations. Currently, many Asian countries are experiencing
banking and currency difficulties that could lead to economic recession in those
countries. Among other things, the decline in value of the Korean currency,
together with difficulties obtaining credit, could result in a decline in the
purchasing power of the Company's Korean customers. This in turn could result in
the cancellation or delay of orders for the Company's products from Korean
customers, thus materially adversely affecting the Company's business, financial
condition or results of operations. Although these and similar regulatory,
geopolitical and global economic factors have not yet had a material adverse
effect on the Company's operations, there can be no assurance that such factors
will not adversely impact the Company's operations in the future or require the
Company to modify its current business practices. In addition, the laws of
certain foreign countries may not protect the Company's intellectual property
rights to the same extent as do the laws of the United States.
Dependence on Key Employees. The future success of Electroglas partly
depends on its ability to retain key personnel. The Company also needs to
attract additional skilled personnel in all areas of its business to grow. While
many of the Company's current employees have years of service with Electroglas,
there can be no assurance that the Company will be able to retain its existing
personnel or attract additional qualified employees in the future.
Acquisitions. The Company may pursue acquisitions of complementary product
lines, technologies or businesses, such as the acquisitions of Knights and
Techne in May and December 1997, respectively. Acquisitions by the Company may
result in potentially dilutive issuances of equity securities, the incurrrence
of debt and contingent liabilities and amortization expenses related to goodwill
and other intangible assets, which could materially adversely affect the
Company's profitability. To the extent future events result in the impairment of
any capitalized intangible assets, amortization expenses may occur sooner that
the Company expects. In addition, current or future or acquisitions involve
numerous risks, including difficulties in the assimilation of the operations,
technologies and products of the acquired companies, the diversion of
management's attention from other business concerns, risks of entering markets
in which the Company has no or limited direct prior experience, and the
potential loss of key employees of the acquired company. There can be no
assurances as to the effect thereof of these, or future, acquisitions on the
Company's business or operating results.
Possible Volatility of Common Stock Price. The market price of Electroglas
Common Stock could fluctuate significantly in response to variations in
quarterly operating results and other factors, such as announcements of
technological innovations or new products by the Company or by the Company's
competitors, government regulations, developments in patent or other property
rights, and developments in the Company's relationships with its customers. In
addition, the stock market has in
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recent years experienced significant price fluctuations. These fluctuations
often have been unrelated to the operating performance of the specific companies
whose stock is traded. Broad market fluctuations, general economic conditions
and specific conditions in the semiconductor industry may adversely affect the
market price of the Company's Common Stock.
Antitakeover Provisions. The recently adopted Shareholders Rights Plan,
certain provisions of the Company's Certificate of Incorporation and Delaware
law could discourage potential acquisition proposals and could delay or prevent
a change in control of Electroglas. Such provisions could diminish the
opportunities for a stockholder to participate in tender offers, including
tender offers at a price above the then current market value of Electroglas
Common Stock. Such provisions may also inhibit fluctuations in the market price
of Electroglas Common Stock that could result from takeover attempts. In
addition, the Board of Directors, without further stockholder approval, may
issue additional series of preferred stock that could have the effect of
delaying, deterring or preventing a change in control of Electroglas. The
issuance of additional series of preferred stock could also adversely affect the
voting power of the holders of Common Stock, including the loss of voting
control to others. The Company has no current plans to issue any Preferred
Stock.
ITEM 2. PROPERTIES
The Company's executive office and manufacturing, engineering, research
and development operations are located primarily in four buildings in Santa
Clara, California totaling approximately 150,000 square feet, occupied under
leases expiring in March 2000. The Company owns substantially all of the
machinery and equipment used in its facilities. The Knights subsidiary is
headquartered in a 21,410 square foot leased facility in Sunnyvale, California
and also leases office space in Mumbai, India were it maintains an engineering
and quality assurance operation. The Techne subsidiary's manufacturing,
engineering and administrative operations are housed in a leased 15,500 square
foot facility in Albany, Oregon.
The Company also leases sales and service offices in Arizona,
California, Massachusetts, Oregon, Texas, the United Kingdom, France, Germany,
Japan, Hong Kong, Taiwan, Singapore, Korea and People's Republic of China.
In March 1997, the Company entered into a five-year operating lease for
approximately 21.5 acres of undeveloped land in San Jose, California. The
monthly payments will vary based on LIBOR. At current interest rates, the annual
lease payments represent approximately $710,000. At the end of the lease, the
Company has the option to acquire the property at its original cost of
approximately $12,000,000 and any current rent due and payable. The guaranteed
residual payment on the lease is approximately $12,000,000. The lease contains
certain restrictive covenants. The Company was in compliance with these
covenants at December 31, 1997. The Company anticipates that this land will be
used for a new corporate headquarters.
The Company voluntarily performed an environmental investigation on its
leased property in Santa Clara, California, in cooperation with the California
Regional Water Quality Board and will be performing some environmental
remediation activities on the property's soil. In 1997, the Company accrued
$1,600,000, which is the Company's best estimate of its obligation. Although
the Company has undertaken an extensive investigation related to the
aforementioned environmental remediation activities, there can be no assurance
that adverse developments related to its investigation and such remediation
activities will not result in the need for the Company to expend additional
resources to remedy environmental problems in order to comply with current or
future environmental regulations. The Company, like all manufacturing companies,
is subject to various federal, state and local environmental statutory
requirements. Except for the aforementioned remediation activities, the Company
believes that it is in material compliance with existing applicable
environmental laws and regulations.
Management considers the above facilities suitable and adequate to meet
the Company's requirements for the next twelve months and that suitable
additional or substitute space will be available as needed.
ITEM 3. LEGAL PROCEEDINGS
The Company is not currently involved in any material legal actions.
From time to time, however, the Company may be subject to various claims and
lawsuits by customers and competitors arising in the normal course of business,
including suits charging infringement or violations of antitrust laws. Such
suits may seek substantial damages and, in certain instances, any damages
awarded would be trebled.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of the security holders of the
Company during the fourth quarter ended December 31, 1997.
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PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
The information required by this item is included under the heading
"Corporate Information" in the Company's 1997 Annual Report to Stockholders, and
is incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
The information required by this item is included under the heading
"Selected Consolidated Financial Data" in the Company's 1997 Annual Report to
Stockholders, and is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
The information required by this item is included under the heading
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" in the Company's 1997 Annual Report to Stockholders, and is
incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this item is included in the Company's 1997
Annual Report to Stockholders under the headings listed under Item 14(a)1. of
Part IV of this Report on Form 10-K and under the heading "Unaudited Quarterly
Consolidated Financial Data" in the Company's 1997 Annual Report to
Stockholders, and is incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this item is included under the heading
"Election of Directors" and "Other Matters" in the Company's Proxy Statement to
be filed in connection with its 1997 Annual Meeting of Stockholders and is
incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is included under the heading
"Executive Compensation and Other Information" in the Company's Proxy Statement
to be filed in connection with its 1997 Annual Meeting of Stockholders and is
incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this item is included under the heading
"Security Ownership of Certain Beneficial Owners and Management" in the
Company's Proxy Statement to be filed in connection with its 1997 Annual Meeting
of Stockholders and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is included under the heading
"Certain Relationships and Related Transactions" in the Company's Proxy
Statement to be filed in connection with its 1997 Annual Meeting of Stockholders
and is incorporated herein by reference.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a)1. FINANCIAL STATEMENTS AND REPORT OF ERNST & YOUNG LLP, INDEPENDENT
AUDITORS. The following consolidated financial statements of the
Registrant and Report of Ernst & Young LLP, Independent Auditors, are
contained in the Company's 1997 Annual Report to Stockholders and are
incorporated by reference in Item 8 of Part II of this Report on Form
10-K:
Consolidated Statements of Income for the years ended December 31, 1997,
1996 and 1995.
Consolidated Balance Sheets as of December 31, 1997 and 1996.
Consolidated Statements of Stockholders' Equity for the years ended
December 31, 1997, 1996 and 1995.
Consolidated Statements of Cash Flows for the years ended December 31,
1997, 1996 and 1995.
Notes to Consolidated Financial Statements.
Report of Ernst & Young LLP, Independent Auditors.
2. FINANCIAL STATEMENT SCHEDULES. The following financial statement
schedule is filed as part of this Report on Form 10-K on page 15:
Schedule II--Valuation and Qualifying Accounts.
Schedules not listed above have been omitted because the information
required to be set forth therein is not applicable or is shown in the
financial statements or notes thereto.
3. EXHIBITS. The exhibits listed in the accompanying Index to Exhibits are
filed or incorporated by reference as part of this Report on Form 10-K.
(b) REPORTS ON FORM 8-K
No reports on Form 8-K were filed during the fourth quarter ending
December 31, 1997.
(c) See Index to Exhibits
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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.
ELECTROGLAS, INC.
Date: March 20, 1998
By /s/ Curtis S. Wozniak
---------------------------
Curtis S. Wozniak
Chairman and Chief
Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Curtis S. Wozniak Chairman and Chief Executive Officer March 20, 1998
---------------------------- (Principal Executive Officer)
Curtis S. Wozniak
/s/ Armand J. Stegall Vice President, Finance March 20, 1998
--------------------------- Chief Financial Officer,
Armand J. Stegall Treasurer and Secretary
(Principal Financial
and Accounting Officer)
/s/ Neil R. Bonke Director March 20, 1998
----------------------------
Neil R. Bonke
/s/ Joseph F. Dox Director March 20, 1998
----------------------------
Joseph F. Dox
/s/ Roger D. Emerick Director March 20, 1998
----------------------------
Roger D.Emerick
/s/ Robert J. Frankenberg Director March 20, 1998
----------------------------
Robert J.Frankenberg
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SCHEDULE II
ELECTROGLAS, INC.
VALUATION AND QUALIFYING ACCOUNTS
(IN THOUSANDS)
ADDITIONS
BALANCE AT CHARGED TO BALANCE
BEGINNING COSTS AND AT END
DESCRIPTION OF PERIOD EXPENSES(b) DEDUCTIONS(a) OF PERIOD
----------- --------- ----------- ------------- ---------
Allowance for doubtful accounts
(deducted from accounts receivable):
Year Ended December 31, 1997 $205 $292 $ 32 $465
Year Ended December 31, 1996 243 0 38 205
Year Ended December 31, 1995 248 0 5 243
(a) Includes write-offs and reversals.
(b) Additions in 1997 related to allowances acquired
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INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBITS
- ------ --------
3(i) Certificate of Incorporation of Electroglas, Inc., as amended.(1)
3(ii) Bylaws of Electroglas, Inc.(1)
3.3 Certificate of Designation for Electroglas, Inc.
4.1 Reference is made to Exhibits 3(i) and 3(ii).
4.2 Specimen Common Stock Certificate of Electroglas, Inc., a Delaware
corporation.(1)
10.1 Asset Transfer Agreement by and among General Signal Corporation,
General Signal Technology Corporation and Electroglas, Inc., dated
June 23, 1993, with schedules and exhibits thereto.(2)
10.2 Foreign Units Management Service Agreement by and among General Signal
Corporation, General Signal Technology Corporation and Electroglas,
Inc., dated June 23, 1993.(2)
10.3 Registration Rights Agreement by and between General Signal
Corporation and Electroglas, Inc., dated June 23, 1993.(2)
10.4* Electroglas, Inc. 1993 Long-Term Incentive Plan.(2)
10.5* Electroglas, Inc. Amended and Restated 1993 Employee Stock Purchase
Plan.(3)
10.6 Lease between RREEF USA FUND-III, a California Group Trust, and
Electroglas, Inc. dated as of December 20, 1993.(4)
10.7* Change of Control Agreement between Electroglas, Inc. and Neil R.
Bonke dated as of June 9, 1995.(5)
10.8* Change of Control Agreement between Electroglas, Inc. and William J.
Cornwell dated as of June 9, 1995.(5)
10.9* Change of Control Agreement between Electroglas, Inc. and Armand J.
Stegall dated as of June 9, 1995.(5)
10.10* Electroglas, Inc. Restricted Stock Bonus Agreement Between
Electroglas, Inc. and Curtis S. Wozniak.(6)
10.11* Change of Control Agreement between Electroglas, Inc. and Curtis S.
Wozniak dated as of April 4, 1996.(6)
10.12* Employment and Consulting Agreement Between Electroglas, Inc. and Neil
R. Bonke.(7)
10.13* Electroglas Officers' Retirement Medical and Dental Coverage
Policy.(8)
10.14* Severance Agreement between Electroglas, Inc. and William J. Cornwell
dated as of April 1, 1996.(9)
10.15 Lease Agreement between BNP Leasing Corporation and Electroglas, Inc.
dated March 31, 1997.(10)
10.16 Agreement and Plan of Reorganization among Knights Technology, Inc.,
certain shareholders of Knights Technology, Inc., and Electroglas,
Inc. dated March 12, 1997.(11)
10.17 Rights Agreement between Electroglas, Inc., and BankBoston, N.A., as
rights agent dated as of November 18, 1997.(12)
10.18* Electroglas, Inc. 1997 Stock Incentive Plan.
10.19* Form of Change of Control Agreement between the Company and each of
Timothy J. Boyle, Phillip M. Truckle, Conor P. O'Mahoney, Joseph A.
Savarese, Daniel D. Welton, William J. Haydamack and John P.
Livingston as of June 9, 1995, June 9, 1995, June 9, 1995, June 9,
1995, June 9, 1995, December 12, 1997 and December 8, 1997.
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13.1 Electroglas, Inc. 1997 Annual Report to Stockholders. This Annual
Report shall not be deemed to be filed except to the extent that the
information is specifically incorporated by reference.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
27 1997 Financial Data Schedule.
27.1 Restated 1996 and 1995 Financial Data Schedules.
- --------
(1) Incorporated by reference to the identically numbered exhibit to the
Company's Registration Statement on Form S-1 (Commission File No.
33-61528), which became effective on June 23, 1993.
(2) Incorporated by reference to the identically numbered exhibit to the
Company's Registration Statement on Form S-1 (Commission File No.
33-74860), which became effective on February 23, 1994.
(3) Incorporated by reference to Exhibit 10.5 of the Company's Annual Report
on Form 10-K, filed with the Securities and Exchange Commission on March
31, 1995.
(4) Incorporated by reference to Exhibit 10.9 of the Company's Annual Report
on Form 10-K, filed with the Securities and Exchange Commission on March
31, 1994.
(5) Incorporated by reference to the identically numbered exhibit of the
Company's Annual Report on Form 10-K, filed with the Securities and
Exchange Commission on March 31, 1996.
(6) Incorporated by reference to the identically numbered exhibit of the
Company's Quarterly Report on Form 10-Q, for the quarter ended June 30,
1996.
(7) Incorporated by reference to Exhibit 10.11 of the Company's Quarterly
Report on Form 10-Q, for the quarter ended September 31, 1996.
(8) Incorporated by reference to Exhibit 10.12 of the Company's Quarterly
Report on Form 10-Q, for the quarter ended September 31, 1996.
(9) Incorporated by reference to the identically numbered exhibit of the
Company's Annual Report on Form 10-K, filed with the Securities and
Exchange Commission on March 26, 1997.
(10) Incorporated by reference to Exhibit 10.1 of the Company's Quarterly
Report on Form 10-Q, for the quarter ended March 31, 1997.
(11) Incorporated by reference to Exhibit 10.2 of the Company's Quarterly
Report on Form 10-Q, for the quarter ended March 31, 1997.
(12) Incorporated by reference to Exhibit 1 of the Company's Registration
Statement on Form 8-A12G (Commission File No. 0-21626), filed with the
Securities and Exchange Commission on November 19, 1997.
* Management contracts, or Company compensatory plans or arrangements.
17