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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 [FEE REQUIRED]
For the fiscal year ended 06/30/96
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from N/A to N/A
Commission file number 0-16345
SOUTHERN ELECTRONICS CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 22-2715444
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization Identification No.)
4916 North Royal Atlanta Drive, Tucker, Georgia 30085
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 770/491-8962
Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $.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 the 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 voting stock held by nonaffiliates
of the Registrant was $44,120,511 as of September 6, 1996 based upon
the closing price of such stock as reported by Nasdaq on that day.
There were 7,129,747 shares of common stock, $.01 par value,
outstanding at September 6, 1996.
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the Annual Report to Stockholders for the fiscal year
ended June 30, 1996 are incorporated by reference into Part II.
Part III incorporates information by reference from the Registrant's
definitive proxy statement for the 1996 annual meeting of
stockholders presently scheduled to be held on October 31, 1996,
which proxy statement will be filed no later than 120 days after the
close of the Registrant's fiscal year ended June 30, 1996.
Exhibit Index appears on pages ___ through ___. This document
contains ___ sequentially numbered pages, including exhibits.
PART I
Item 1. BUSINESS
(a) General Development of Business
Southern Electronics Corporation, a Delaware corporation (the
"Registrant"), through its wholly-owned operating subsidiary,
Southern Electronics Distributors, Inc., a Delaware corporation
("SED"), is a distributor of microcomputers, computer peripheral
products and cellular telephone products. These products are sold
through a centralized telemarketing sales force to an active,
nonexclusive, nationwide customer base of over 9,000 value-added
resellers ("VARs") and dealers of microcomputer products located
primarily in the Southeastern United States and resellers of cellular
telephones.
The Registrant distributes from its distribution facilities in
Tucker, Georgia and Miami, Florida computer related products of
nationally recognized manufacturers such as Acer American Corporation,
AOC International (USA) Ltd., Epson America, Inc., Hewlett-Packard
Company, Maxtor Corporation, Mitsumi Electronics, Inc., Panasonic
Communications & Systems Company, Seagate Technology, Inc., and
U.S. Robotics, Inc. The Company also distributes cellular telephone
products from these facilities and is a direct distributor of NEC
America, Inc. and an indirect distributor of other nationally
recognized cellular telephone product manufacturers such as Motorola
Cellular Subscriber Group and Nokia Mobile Phones.
The Registrant and SED were organized in June 1986 and acquired
substantially all of the assets of Southern Electronics Distributors,
Inc., a Georgia corporation (the "Predecessor"), on July 2, 1986.
The Registrant, through SED, is conducting the business formerly
operated by the Predecessor. The Predecessor originally was engaged
in the business of wholesale distribution of consumer electronics
products primarily to independent retailers in small-to-medium-sized
markets in the Southeastern United States. In response to a
perceived consolidation in the retail consumer electronics market
resulting from increased competition, the Registrant began shifting
its product mix by the end of fiscal 1987 toward microcomputers and
computer peripheral products. The Registrant added sales of cellular
telephone products during fiscal 1988. The Registrant substantially
completed its strategic refocusing by the end of fiscal 1988.
On December 14, 1995, the Registrant acquired substantially all
of the assets and assumed certain liabilities of U.S. Computer of
North America, Inc. ("USC"), a distributor of, among other things,
Hewlett-Packard computer products in Latin America for consideration
of approximately $2,640,000 consisting of 275,000 shares of the
Registrant's common stock valued at $1,375,000 and cash of
$1,265,000. The purpose of making the acquisitio of USC was to allow
the Registrant to enhance its ability to service its growing base of
customers in Latin America by offering them an expanded range of
products.
On January 10, 1996, the Registrant amended the lease of its
sales and distribution facility, located in the Beacon Centre
Technology Park in Miami, Florida, in order to (i) relocate such
facility to another building within the Beacon Centre complex having
leased space of approximately 31,200 square feet and (ii) to provide
for a lease term of 61 months from March 1, 1996. On July 24,
1996, the Registrant further amended the lease pertaining to its
Miami sales and distribution facility in order to expand such
facility by approximately 30,000 square feet. See "Item 2,
Properties." The Registrant opened this facility in November 1993
and is utilizing it primarily to foster the Registrant's
relationships with exporters that ship to the Caribbean and to
Central and South America. The Registrant presently has no intention
to direct-export its products.
(b) Financial Information about Industry Segments
The Registrant operates in only one business segment.
(c) Narrative Description of Business
1. Principal Products Distributed and Services Rendered
The Registrant offers a broad range of computer related hardware
products and cellular telephone products. Computer related hardware
products accounted for approximately 91.7% of net sales for fiscal
1996, and included sales of microcomputers, floppy and hard disk
drives, dot matrix and non-impact printers, monitors, add-on boards
and accessories. Approximately 8.3% of the Registrant's net sales
for fiscal 1996 consisted of cellular telephone products, such as
sales of mobile, transportable and portable cellular telephones and
related products. The Registrant continually evaluates its product
mix and inventory levels and maintains flexibility in its product
offerings by adding popular profitable items.
As a distributor, the Registrant plays a valued role in linking
manufacturers with customers that otherwise could not purchase
products directly from the manufacturers because of the inability or
unwillingness of manufacturers to deliver rapidly and handle
efficiently small orders and to verify smaller customers'
creditworthiness. The Registrant's position in the marketplace
enables it to take advantage of volume discounts, product promotions
and other buying opportunities from its vendors, which allow the
Registrant to market a wide variety of product offerings to its
customers at attractive prices.
2. Sales, Marketing and Credit Management
The Registrant is sales driven. Knowledgeable, motivated
salespeople are a key to the Registrant's success. The Registrant's
sales are generated by a centralized telemarketing sales force, which
consisted of approximately 133 persons on June 30, 1996. Members of
the sales staff are trained through intensive in-house sales training
programs, along with manufacturer-sponsored product seminars. This
training allows sales personnel to provide customers with product
information and to use their marketing expertise to answer customers'
questions about important new product considerations, such as
compatibility and capability, while offering advice on which products
meet specific performance and price criteria. The Registrant's
salespeople are able to analyze quickly the Registrant's extensive
inventory through a sophisticated management information system and
recommend the most appropriate cost-effective systems and hardware
for each customer -- whether a full-line retailer or an
industry-specific VAR.
Because the Registrant's salespersons' compensation is based
primarily on commissions, the salespeople are challenged to increase
their product knowledge and to establish long-term relationships with
existing and new customers. Customers can telephone their
salespersons on a toll-free number provided by the Registrant.
Salespeople initiate calls to introduce the Registrant's existing
customers to the Registrant's new products and to solicit orders. In
addition, salespeople conduct "cold-call" prospecting using mailing
lists and telephone directories of various cities to develop new
customer relationships.
The telemarketing salespersons are supported by other marketing
programs. Representatives of the Registrant generally attend at
least one trade show annually where they publicize the Registrant's
capabilities. In addition, the Registrant's in-house marketing staff
prepares catalogs listing available microcomputer and related
products and catalogs listing available cellular telephone products
for distribution to the Registrant's customers. It also publishes
other direct mail pieces promoting specials and new products.
The Registrant's sales efforts for computer related products are
directed principally to its nationwide customer base of VARs and
dealers located primarily in the Southeastern United States. The
Registrant maintains a separate telemarketing salesforce for the sale
of cellular telephone products to retailers and cellular telephone
carriers and their authorized agents located throughout the United
States.
The Registrant sells its merchandise on a trade credit, COD,
prepaid or floor-plan basis. Under floor-plan arrangements, a lender
finances a customer's purchase of inventory from the Registrant. The
Registrant typically grants trade credit terms to its customers who
qualify. The Registrant has a number of systems in place to monitor
and manage trade credit extended to its customers, including its
participation in a national credit association in which credit rating
information on mutual customers is exchanged.
Generally, product orders are processed and shipped from the
Registrant's metropolitan Atlanta distribution facility on the same
day an order is received or, in the case of orders received after
6:00 p.m., on the next business day. The Registrant generally uses
United Parcel Service and Federal Express to deliver its merchandise
to its customers. Alternative shippers are, however, readily
available. Generally, the Registrant's inventory level of products
has been adequate to permit the Registrant to be responsive to its
customers' purchase requirements. From time to time, the Registrant
experiences temporary shortages with respect to certain products as
certain of its vendors experience increased demand or manufacturing
with respect to their products, resulting in smaller allocations of
such products for the Company.
3. Customers and Customer Support
The Registrant serves an active, nonexclusive, nationwide
customer base of over 9,000 VARs and dealers of microcomputer
products and resellers of cellular telephones. The Registrant
believes the multi-billion dollar microcomputer and cellular
telephone wholesale distribution industries are comprised primarily
of customers served on a nonexclusive basis, which provides the
Registrant with significant growth opportunities. During fiscal
1996, no customer accounted for more than 10% of the net sales of the
Registrant. The Registrant believes that most of its customers rely
on distributors as their principal source of computer and cellular
telephone products.
The Registrant's salespeople are trained to help customers
configure microcomputer products and to recommend the most
appropriate, cost-effective systems and hardware for each customer.
In addition, the Registrant's technical support department provides
technical advice by toll-free telephone and configures many of the
microcomputer products sold by the Registrant. If authorized by the
Registrant, a customer may return to the Registrant a product found
defective during the manufacturer's warranty period. Upon receipt of
the defective product from the customer, the Registrant generally
ships a replacement product to the customer and returns the defective
product to the manufacturer for credit or repair.
4. Vendors
Because of the growing number of relatively small VARs that
purchase low volumes of product from manufacturers, it is becoming
increasingly cost efficient for most manufacturers to rely on
distributors, such as the Registrant, rather than to incur the cost
of maintaining their own sales staff, warehouses and credit functions
to market, distribute, verify creditworthiness and collect
receivables from these customers. The Registrant's market position
and financial condition have enabled it to purchase large quantities
of products from many manufacturers at competitive prices. The
Registrant believes that the inability of certain smaller
distributors to control costs and finance their operations is causing
a consolidation in the microcomputer and cellular distribution
channel, making the Registrant an increasingly important resource to
its vendors.
The Registrant, like most wholesale microcomputer and cellular
telephone distributors, sells products from manufacturers generally
on a nonexclusive basis without geographical restrictions. Although
most manufacturers seek geographical balance in their distributor
network, distributors generally are permitted to sell their products
throughout the United States and Canada. Management believes all of
the Registrant's vendor agreements are in forms customarily used by
its vendors. Except to take advantage of certain volume pricing
opportunities, the Registrant's vendor agreements do not contain any
minimum purchase requirements. The Registrant purchases goods from
more than 120 vendors; however, it has negotiated favorable terms
from certain manufacturers by purchasing a substantial portion of its
products from them. During fiscal 1996, the Registrant purchased
approximately 32% of its inventory from two vendors. No other vendor
accounted for more than 10% of the Registrant's purchases in fiscal
1996.
Management continually seeks to expand its list of vendors.
While the loss of a major vendor could have a material adverse effect
on the Registrant's business, the Registrant believes alternative
vendors for similar products are available. There can be no
assurance, however, that the addition of these alternative vendors
would place the Registrant in the same or as competitive a financial
position as it experienced immediately prior to the loss of the major
vendor. Generally, management believes that its relationship with
its vendors is good.
The Registrant receives vendor price protection for
substantially all of its inventory. In the event a vendor reduces
its prices for goods covered by this price protection arrangement
which have otherwise not been sold, the Registrant generally either
receives a credit on account from the vendor for the price
differential or returns the goods to the vendor for credit of the
purchase price.
5. Employees
As of June 30, 1996, the Registrant had 348 full-time employees,
133 of whom were engaged in telemarketing, and an additional
30 part-time employees. The salespeople are compensated primarily on
a commission basis. Management believes the Registrant's relations
with its employees are good, and the Registrant has never experienced
a strike or work stoppage. There is no collective bargaining
agreement covering any of the Registrant's employees.
6. Competition
The microcomputer and cellular telephone products markets are
extremely competitive. Competition within the industry is
principally based on price, product breadth and availability,
delivery terms, trade credit terms and various types of technical
support and service. Major competitors include Ingram Micro, Inc.,
Merisel, Inc., Tech Data Corporation and a variety of other smaller
regional competitors. The Registrant also competes with
manufacturers that sell directly to retailers and VARs. Although
many of the distributors with which the Registrant competes have
greater financial resources, the Registrant nevertheless believes
that its ability to provide competitive pricing, a broad range of
products and available inventory, rapid delivery and technical
support are important factors that enable it to compete effectively.
7. Seasonality
The Registrant's sales are not subject to material seasonal
fluctuations.
Item 2. PROPERTIES
The Registrant maintains its executive, administrative and sales
office and principal distribution facility in the Atlanta
metropolitan area. The Registrant leases its executive,
administrative and sales office from Royal Park Company, a Georgia
general partnership comprised of certain minority stockholders of the
Registrant. The lease expires in October 1999 after an 8-year term
and supersedes the original 15-year lease entered into in 1984
between the Predecessor and Royal Park Company. The facility
consists of approximately 30,000 square feet, with an annual rental
of approximately $176,000 through October 1, 1999, subject to
increase based upon periodic changes in the Consumer Price Index.
The Registrant has a right of first refusal to purchase the facility
should it be offered for sale. The Registrant believes that the
lease is on terms no less favorable than those available from
unaffiliated parties.
The Registrant's distribution facility in Atlanta consists of
approximately 100,000 square feet subject to a lease expiring
January 31, 1999. The Registrant also leases additional warehouse
and sales office space near its executive, administrative and sales
office in Atlanta for future growth. The Registrant believes there
is available sufficient additional warehouse and sales office space
for lease at reasonable prices near its principal facility in the
event the Registrant's growth plans so require.
On January 10, 1996, the Registrant amended the lease pertaining
to its sales and distribution facility, located in the Beacon Centre
Technology Park in Miami, Florida to allow the Registrant to relocate
such facility to another building within the Beacon Centre complex
having a leased space of approximately 31,200 square feet (the
"Relocation Space"). The monthly rent for the Relocation Space is
approximately $17,000 and the term of the lease pertaining thereto
expires on March 31, 2001. On July 24, 1996, the Registrant
further amended the lease of the aforementioned sales and
distribution facility. This amendment to the lease allowed the
Registrant to further expand the space subject to the lease by
approximately 30,000 square feet to bring the total amount of space
subject to the lease to approximately 61,200 square feet (the
"Expansion Space"). The monthly rent for the Expansion Space is
approximately $17,000, making the aggregate monthly rent $34,000.
The lease pertaining to the Expansion Space also expires on March 31,
2001.
Item 3. LEGAL PROCEEDINGS
In the ordinary course of business, the Registrant, from time to
time, is involved in litigation with certain of its customers and
vendors regarding accounts receivable and accounts payable,
respectively. With respect to disputes with its vendors, the
Registrant typically withholds payment for the goods in controversy
until a resolution of the matter has been obtained. Although the
Registrant is not currently engaged in or threatened by any material
litigation, it is the policy of management to vigorously defend suits
brought against the Registrant.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
Item 4(A). EXECUTIVE OFFICERS OF THE REGISTRANT
The executive officers of the Registrant and SED, their ages and
their present positions with the Registrant and SED are as follows:
Name Age Position
Gerald Diamond 58 Chairman of the Board, Chief Executive
Officer and Director of the Registrant and
SED
Ray D. Risner 51 President, Chief Operating Officer and
Director of the Registrant and SED
Larry G.Ayers 50 Vice President-Finance, Chief Financial
Officer, Secretary and Treasurer of the
Registrant and SED
Mark Diamond 31 Executive Vice President of the Registrant
and SED
Jean Diamond 55 Vice President-Credit of SED
Gerald Diamond was elected President and Chairman of the Board
of the Registrant and SED in June 1986 and has served in two or more
capacities as Chairman of the Board, Chief Executive Officer and
President of the Registrant and SED since that date. Mr. Diamond, a
founder of the Predecessor, served as its President and Treasurer
from July 1980 through July 1986. Mr. Diamond has been in
electronics-related businesses for over 30 years. Mr. Diamond is the
brother of Barry Diamond and father of Mark Diamond.
Ray D. Risner was elected as a director of the Registrant in
November 1994 and was elected President and Chief Operating Officer
of the Registrant and SED in May 1995. Mr. Risner served as Vice
Chairman of RJM Group, Inc., a private investment advisory firm, from
1989 to 1994. From 1987 to 1989, he served as Vice President,
Financial Administration of RJR Nabisco, Inc. Mr. Risner is also a
trustee of The National Faculty and a member of the Board of American
Red Cross Blood Services, Atlanta, Georgia.
Larry G. Ayers was elected Vice President-Finance and Treasurer
of SED in June 1986, Secretary in August 1986 and Chief Financial
Officer in November 1989. He was also elected Vice President-Finance,
Secretary and Treasurer of the Registrant in August 1986 and
Chief Financial Officer in November 1989. Mr. Ayers served as Vice
President-Finance of the Predecessor from May 1986 through July 1986.
Mark Diamond has been nominated to stand for election as a
director at the 1996 Annual Meeting of Stockholders and has been
employed by SED on a full-time basis in the Sales Department since
January 1987. In February 1991, Mr. Diamond was elected Vice
President-Sales of SED and in May 1993, was elected Executive Vice
President-Marketing of SED. In February 1994, Mr. Diamond was
elected Executive Vice President-Sales of SED, and in July 1995, he
was elected Executive Vice President of the Registrant and in August
1995, he was elected Executive Vice President of SED. Mark Diamond
is the son of Gerald Diamond.
Jean Diamond was elected Vice President - Credit of SED in
August 1994. From 1986 to August 1994, she served as Manager of
Credit of SED. Jean Diamond is the wife of Gerald Diamond and the
mother of Mark Diamond.
PART II
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
Information regarding the range of high and low sales prices for
the common stock of the Registrant for each full quarterly period for
fiscal 1996 and 1995 as reported by the Nasdaq National Market
("Nasdaq") and the number of holders of common stock of the
Registrant (including individual participants in securities position
listings) is incorporated by reference to "Price Range of Common
Stock" on the inside back cover of the Registrant's 1996 Annual
Report to Stockholders.
The Registrant has not paid any cash dividends on its common
stock since its inception. The Registrant currently intends to
retain earnings to finance the growth and development of its business
and does not anticipate paying cash dividends in the foreseeable
future. Future policy with respect to payment of dividends on the
common stock will be determined by the Board of Directors based on
conditions then existing, including the Registrant's earnings and
financial condition, capital requirements and other relevant factors.
SED, the earnings of which would be the source of any dividend
payments, and the Registrant are parties to a revolving credit
agreement that contains certain financial covenants that may impact
the Registrant's ability to pay dividends, should it choose to do so.
Item 6. SELECTED FINANCIAL DATA
Selected financial information about the Registrant is
incorporated herein by reference to "Selected Income Statement Data"
and "Selected Balance Sheet Data" on page 1 of the Registrant's 1996
Annual Report to Stockholders.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Information and a discussion regarding the Registrant's
financial condition and results of operations are incorporated herein
by reference to "Management's Discussion and Analysis of Financial
Condition and Results of Operations" on pages 10 and 11 of the
Registrant's 1996 Annual Report to Stockholders.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements of the Registrant, notes
thereto, and independent auditors' report thereon are incorporated
herein by reference to pages 12 through 20 of the Registrant's 1996
Annual Report to Stockholders.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.
None.
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information regarding the Registrant's directors is incorporated
herein by reference to the section of the Registrant's Proxy
Statement for the Annual Meeting of Stockholders scheduled for
October 31, 1996 (the "Proxy Statement") entitled "Proposal 1 -
Election of Directors."
Information regarding the Registrant's executive officers is
incorporated herein by reference to Item 4(A) of Part I of this
Report.
Item 11. EXECUTIVE COMPENSATION
Information regarding the Registrant's compensation of its
executive officers and directors is incorporated herein by reference
to the sections of the Proxy Statement entitled "Proposal 1 -
Election of Directors" and "Executive Compensation".
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
Information regarding the security ownership of certain
beneficial owners and management of the Registrant is incorporated by
reference to the section of the Proxy Statement entitled "Ownership
of Shares".
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information regarding certain relationships and related
transactions is incorporated herein by reference to the section of
the Proxy Statement entitled "Compensation Committee Interlocks and
Insider Participation."
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K
(a) The following documents are filed as part of this Report:
1. Financial Statements. The Registrant's 1996 Annual
Report to Stockholders, a copy of which is filed with
this Form 10-K, contains the following financial
statements and the report of the Registrant's
independent auditors thereon, which are incorporated
herein by reference:
- Independent Auditors' Report
- Consolidated Balance Sheets at June 30, 1996 and
1995
- Consolidated Statements of Earnings for the years
ended June 30, 1996, 1995 and 1994
- Consolidated Statements of Stockholders' Equity
for the years ended June 30, 1996, 1995 and 1994
- Consolidated Statements of Cash Flows for the
years ended June 30, 1996, 1995 and 1994
- Notes to Consolidated Financial Statements
2. Financial Statement Schedules.
- Independent Auditors' Report
- Schedules:
Schedule Description
II Valuation and Qualifying Accounts
Schedule II and the report thereon appear
immediately preceding the signature pages to this
Report.
Schedules other than the Schedule presented are omitted
because the information required is not applicable or
the required information is shown in the consolidated
financial statements or notes thereto.
3. Exhibits Incorporated by Reference or Filed with this
Report.
Exhibit
Number Description
3.1 Certificate of Incorporation, as amended, of the
Registrant.
3.2 Amended and Restated By-Laws of the Registrant.(1)
4.1 See Exhibits 3.1 and 3.2 for provisions of the Certificate
of Incorporation, as amended, and Amended and Restated
By-Laws of the Registrant defining rights of holders of
Common Stock of the Registrant.
10.1 Form of Lease Agreement dated as of January 1, 1991 between
Royal Park Company and Southern Electronics Distributors,
Inc. ("SED")(2)
10.2 Consulting and Financial Advisory Agreement dated July 2,
1986 between SED Acquisition Corp. and the ZS Fund L.P.(3),
as amended as of July 2, 1991.(2)*
10.3 Letter Agreement dated July 2, 1986 among SED, the
shareholders of SED, SED Acquisition Corp. and the
Registrant regarding tax liability indemnification and
ERISA matters.(4)*
10.4 Lease Agreement dated May 16, 1990 between The Equitable
Life Assurance Society of the United States and SED(5), as
amended March 20, 1992.(6)
10.5 Lease Agreement dated September 16, 1989 between Industrial
Distribution Group, Inc. and SED(7), as amended August 19,
1991.(3)
10.6 Lease Agreement dated January 15, 1992 between SED and RW
Building One Associates.(8)
10.7 Revolving Credit Agreement dated as of June 29, 1995 among
National City Bank, Columbus ("NCB"), Wachovia Bank of
Georgia, N.A. ("Wachovia"), the Registrant and SED.(28)
10.8 First Amendment to Revolving Credit Agreement dated as of
December 14, 1995 among NCB, Wachovia, the Registrant, SED
and USC Acquisition Corporation ("USC").(33)
10.9 Second Amendment to Revolving Credit Agreement dated as of
September 9, 1996 among NCB, Wachovia, the Registrant, SED
and USC.
10.10 Southern Electronics Corporation 1986 Stock Option
Plan dated September 3, 1986, together with related
forms of Incentive Stock Option Agreement and
Non-Qualified Stock Option Agreement.(9)*
10.11 Form of First Amendment dated September 14, 1989 to
Southern Electronics Corporation 1986 Stock Option
Plan.(10)*
10.12 Second Amendment dated November 7, 1989 to Southern
Electronics Corporation 1986 Stock Option Plan.(11)*
10.13 Third Amendment dated July 17, 1992 to Southern
Electronics Corporation 1986 Stock Option Plan.(12)*
10.14 Southern Electronics Corporation 1988 Restricted Stock
Plan, together with related form of Restricted Stock
Agreement.(13)*
10.15 First Amendment dated November 7, 1989 to Southern
Electronics Corporation 1988 Restricted Stock
Plan.(14)*
10.16 Second Amendment dated July 17, 1992 to Southern
Electronics Corporation 1988 Restricted Stock
Plan.(15)*
10.17 Form of Southern Electronics Corporation 1991 Stock
Option Plan, together with related forms of Incentive
Stock Option Agreement and Non-Qualified Stock Option
Agreement.(16)*
10.18 First Amendment dated July 17, 1992 to Southern
Electronics Corporation 1991 Stock Option Plan.(17)*
10.19 Second Amendment dated August 30, 1996 to Southern
Electronics Corporation 1991 Stock Option Plan.(34)
10.20 Form of Non-Qualified Stock Option Agreement dated as
of August 28, 1992 between the Registrant and Cary
Rosenthal.(18)*
10.21 Form of Non-Qualified Stock Option Agreement dated as
of August 28, 1992 between the Registrant and G.
William Speer.(19)*
10.22 Employment Agreements dated November 7, 1989, between
the Registrant, SED and each of Gerald Diamond, Jean
Diamond, and Larry G. Ayers(20)*, each
as amended by form of Amendment No. 1 dated
September 24, 1991.(21)*
10.23 Second Amendment to Employment Agreement dated May 8,
1996 between the Registrant and Larry G. Ayers.*
10.24 Form of Employment Agreement dated September 24, 1991,
among the Registrant, SED and Mark Diamond.(22)*
10.25 Amendment to Employment Agreement dated May 8, 1996
among the Registrant, SED and Mark Diamond.*
10.26 Form of Employment Agreement dated May 8, 1996 among
the Registrant, SED and Ray D. Risner.*
10.27 Southern Electronics Distributors, Inc. Savings Plan
effective as of January 1, 1991, together with Savings
Plan Trust and Savings Plan Adoption Agreement.(23)*
10.28 Form of Indemnification Agreement entered into with
each of the directors and officers of the Registrant
and SED.(24)*
10.29 Form of Indemnification Agreement entered into with
each of the directors and officers of the Registrant
and Southern Electronics Corporation.(29)
10.30 Lease Agreement dated November 1992 between
H.G. Pattillo and Elizabeth M. Pattillo and SED.(25)
10.31 Lease Agreement dated August 9, 1993 between New World
Partners Joint Venture and SED and Addendum 1 thereto
("NWPJV Lease").(26)
10.32 Second Addendum to NWPJV Lease dated January 10, 1996
among New World Partners Joint Venture, New World
Partners Joint Venture Number Two and SED.
10.33 Third Addendum to NWPJV Lease dated July 24, 1996
between New World Partners Joint Venture Number Two
and SED.
10.34 Amendment to Lease for 4775 N. Royal Atlanta
Drive.(30)
10.35 Form of Non-Qualified Stock Option Agreement dated as
of May 21, 1993 between the Registrant and
Cary Rosenthal (see form referenced herein as Exhibit
10.17).*
10.36 Form of Non-Qualified Stock Option Agreement dated as
of May 21, 1993 between the Registrant and G. William
Speer (see form referenced herein as Exhibit 10.18).*
10.37 Form of Non-Qualified Stock Option Agreement for
Directors.(31)
10.38 Subscription and Stockholders Agreement dated as of
July 2, 1986 by and among the Registrant, ZS SED L.P.,
ZS Southern L.P. and SED Associates.(32)
10.39 1995 Formula Stock Option Plan, together with related
form of Non-Qualified Stock Option Agreement.(35)
10.40 Agreement and Plan of Reorganization dated
December 14, 1995, among USC Acquisition Corporation,
U.S. Computer of North America, Inc. and David
Steiner.(36)
10.41 Adoption Agreement for Swerdlin & Company Regional
Prototype Standardized 401(k) Profit Sharing Plan and
Trust, as amended.
11.1 Statement regarding computation of per share earnings.
13 Form of Southern Electronics Corporation 1996 Annual
Report to Stockholders (only the portions incorporated
by reference into this report are deemed "filed" with
the Securities and Exchange Commission).
21 Subsidiaries of the Registrant.(27)
23 Independent Auditors' Consent.
24 Power of Attorney. See signature page to this
Registration Statement.
27 Financial Data Schedule.
Notes
*Management contract or compensatory plan or arrangement with one or
more directors or executive officers.
(1) Incorporated herein by reference to exhibit of same number to
Registrant's Registration Statement ("Registration Statement")
on Form S-1, filed September 5, 1986 (Reg. No. 33-8494).
(2) Incorporated herein by reference to exhibit of same number to
Registrant's Annual Report on Form 10-K for the fiscal year
ended June 30, 1991 (SEC File No. 0-16345) ("1991 Form 10-K").
(3) Incorporated herein by reference to exhibit 10.6 to Registrant's
Registration Statement.
(4) Incorporated herein by reference to exhibit 10.7 to Registrant's
Registration Statement.
(5) Incorporated herein by reference to exhibit 10.8 to Registrant's
Annual Report on Form 10-K for the fiscal year ended June 30,
1990 (SEC File No. 0-16345) ("1990 Form 10-K").
(6) Incorporated herein by reference to exhibit 10.5 to Registrant's
Annual Report on Form 10-K for the fiscal year ended June 30,
1992 (SEC File No. 0-16345) ("1992 Form 10-K").
(7) Incorporated herein by reference to exhibit 10.9 to Registrant's
1990 Form 10-K.
(8) Incorporated herein by reference to exhibit 10.7 to Registrant's
1992 Form 10-K.
(9) Incorporated herein by reference to exhibit 10.12 to
Registrant's Registration Statement.
(10) Incorporated herein by reference to exhibit 10.22 to
Registrant's Annual Report on Form 10-K for the fiscal year
ended June 30, 1988 (SEC File No. 0-16345).
(11) Incorporated herein by reference to exhibit 10.25 to
Registrant's 1990 Form 10-K.
(12) Incorporated herein by reference to exhibit 10.12 to
Registrant's 1992 Form 10-K.
(13) Incorporated herein by reference to exhibit 10.21 to
Registrant's Annual Report on Form 10-K for the fiscal year
ended June 30, 1988 (SEC File No. 0-16345).
(14) Incorporated herein by reference to exhibit 10.26 to
Registrant's 1990 Form 10-K.
(15) Incorporated herein by reference to exhibit 10.15 to
Registrant's 1992 Form 10-K.
(16) Incorporated herein by reference to Annex A to Registrant's
definitive Supplemental Proxy Statement dated October 18, 1991
(SEC File No. 0-16345).
(17) Incorporated herein by reference to exhibit 10.17 to
Registrant's 1992 Form 10-K.
(18) Incorporated herein by reference to exhibit 10.18 to
Registrant's 1992 Form 10-K.
(19) Incorporated herein by reference to exhibit 10.19 to
Registrant's 1992 Form 10-K.
(20) Incorporated herein by reference to Exhibit 6(a) to
Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended December 31, 1989 (SEC File No. 0-16345).
(21) Incorporated herein by reference to exhibit 10.13 to
Registrant's 1991 Form 10-K.
(22) Incorporated herein by reference to exhibit 10.14 to
Registrant's 1991 Form 10-K.
(23) Incorporated herein by reference to exhibit 10.15 to
Registrant's 1991 Form 10-K.
(24) Incorporated herein by reference to exhibit 10.16 to
Registrant's 1991 Form 10-K.
(25) Incorporated herein by reference to exhibit 10.24 to
Registrant's Annual Report on Form 10-K for the fiscal year
ended June 30, 1993 (SEC File No. 0-16345) ("1993 Form 10-K").
(26) Incorporated herein by reference to exhibit 10.25 to
Registrant's 1993 Form 10-K.
(27) Incorporated herein by reference to exhibit 21 to Registrant's
1993 Form 10-K.
(28) Incorporated herein by reference to exhibit 10.7 to
Registrant's Annual Report on Form 10-K for the fiscal year
ended June 30, 1994 (SEC File No. 0-16345) ("1995 Form 10-K").
(29) Incorporated herein by reference to exhibit 10.23 to
Registrant's 1995 Form 10-K.
(30) Incorporated herein by reference to exhibit 10.26 to
Registrant's 1995 Form 10-K.
(31) Incorporated herein by reference to exhibit 10.29 to
Registrant's 1995 Form 10-K.
(32) Incorporated herein by reference to exhibit 10.30 to
Registrant's 1995 Form 10-K.
(33) Incorporated herein by reference to exhibit 10.31 to
Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended December 31, 1995 (SEC File No. 0-16345).
(34) Incorporated herein by reference to Appendix A to Registrant's
Proxy Statement pertaining to Registrant's 1995 Annual Meeting
of Stockholders dated October 1, 1995 (SEC File No. 0-16345).
(35) Incorporated herein by reference to Appendix B to Registrant's
Proxy Statement pertaining to Registrant's 1995 Annual Meeting
of Stockholders dated October 1, 1995 (SEC File No. 0-16345).
(36) Incorporated herein by reference to Exhibit 2 to the
Registrant's Current Report on Form 8-K filed with the SEC on
December 28, 1995 (SEC File No. 0-16345).
(b) Reports on Form 8-K.
Current Report on Form 8-K filed with the SEC on December
28, 1995, (SEC File No. 0-16345) reporting the acquisition of U.S.
Computer of North America, Inc., as amended by Current Report on
Form 8-K/A filed with the SEC on February 26, 1996 (SEC File No.
0-16345).
INDEPENDENT AUDITORS' REPORT
The Board of Directors of
Southern Electronics Corporation
We have audited the consolidated financial statements of Southern
Electronics Corporation and subsidiary as of June 30, 1996 and 1995,
and for each of the three years in the period ended June 30, 1996,
and have issued our report thereon dated August 9, 1996; such
consolidated financial statements and report are included in your 1996
Annual Report to Stockholders and are incorporated herein by
reference. Our audits also included the financial statement schedule
of Southern Electronics Corporation listed in Item 14. This financial
statement schedule is the responsibility of the Company's management.
Our responsibility is to express an opinion based on our audits. In
our opinion, such financial statement schedule, when considered in
relation to the basic financial statements taken as a whole, presents
fairly in all material respects the information set forth therein.
DELOITTE & TOUCHE LLP
Atlanta, Georgia
August 9, 1996
SOUTHERN ELECTRONICS CORPORATION
AND SUBSIDIARY
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
Column A Column B Column C Column D Column E Column F
Balance at Charged to Charged to Balance
Beginning Costs and Other at End
Description of Period Expenses Deductions(1) Accounts(2) of Period
Year ended June 30, $ 845,000 $1,642,000 ($1,846,000) $ 500,000 $1,141,000
1996: Allowance for
doubtful accounts
Year ended June 30, 664,000 1,143,000 (962,000) -- 845,000
1995: Allowance for
doubtful accounts
Year ended June 30, 931,000 1,225,000 (1,492,000) -- 664,000
1994: Allowance for
doubtful accounts
_____________________
(1) Deductions represent actual write-offs of specific accounts
receivable charged against the allowance account, net of amounts
recovered.
(2) Represents balances of acquired business.
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.
SOUTHERN ELECTRONICS CORPORATION
Date: September __, 1996 By: /s/ Larry G. Ayers
Larry G. Ayers,
Vice President - Finance
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature
appears below constitutes and appoints Gerald Diamond and Larry G.
Ayers and each of them as 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 and all amendments to the Annual Report on Form 10-K of Southern
Electronics Corporation, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and other appropriate agencies,
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 either of them, or their or his
substitute or
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 indicated this
____ day of September, 1996.
/s/ Gerald Diamond
Gerald Diamond,
Chairman of the Board,
Chief Executive Officer
and Director
(principal executive officer)
/s/ Larry G. Ayers
Larry G. Ayers,
Vice President - Finance and
Treasurer
(principal financial and
accounting officer)
/s/ Stewart I. Aaron
Stewart I. Aaron,
Director
/s/ Ray D. Risner
Ray D. Risner,
Director
/s/ Cary Rosenthal
Cary Rosenthal,
Director
/s/ G. William Speer
G. William Speer,
Director
PAGE
EXHIBIT INDEX
Sequentially
Exhibit Numbered
Number Description Page
3.1 Certificate of Incorporation, as amended, of
the Registrant. N/A
3.2 Amended and Restated By-Laws of the
Registrant.(1) N/A
4.1 See Exhibits 3.1 and 3.2 for provisions of the
Certificate of Incorporation, as amended, and
Amended and Restated By-Laws of the Registrant
defining rights of holders of Common Stock of
the Registrant. N/A
10.1 Form of Lease Agreement dated as of January 1,
1991 between Royal Park Company and Southern
Electronics Distributors, Inc. ("SED").(2) N/A
10.2 Consulting and Financial Advisory Agreement
dated July 2, 1986 between SED Acquisition
Corp. and the ZS Fund L.P.(3), as amended as
of July 2, 1991.(2)* N/A
10.3 Letter Agreement dated July 2, 1986 among SED,
the shareholders of SED, SED Acquisition Corp.
and the Registrant regarding tax liability
indemnification and ERISA matters.(4)* N/A
10.4 Lease Agreement dated May 16, 1990 between The
Equitable Life Assurance Society of the United
States and SED(5), as amended March 20,
1992.(6) N/A
10.5 Lease Agreement dated September 16, 1989
between Industrial Distribution Group, Inc.
and SED(7), as amended August 19, 1991.(3) N/A
10.6 Lease Agreement dated January 15, 1992 between
SED and RW Building One Associates.(8) N/A
10.7 Revolving Credit Agreement dated as of
June 29, 1995 among National City Bank,
Columbus ("NCB"), Wachovia Bank of Georgia,
N.A. ("Wachovia"), the Registrant and SED.(27) N/A
10.8 First Amendment to Revolving Credit Agreement
dated as of December 14, 1995 among NCB,
Wachovia, the Registrant, SED and USC
Acquisition Corporation ("USC").(33) N/A
10.9 Second Amendment to Revolving Credit Agreement
dated as of September 9, 1996 among NCB,
Wachovia, the Registrant, SED and USC. ___
10.10 Southern Electronics Corporation 1986 Stock
Option Plan dated September 3, 1986, together
with related forms of Incentive Stock Option
Agreement and Non-Qualified Stock Option
Agreement.(9)* N/A
10.11 Form of First Amendment dated September 14,
1989 to Southern Electronics Corporation 1986
Stock Option Plan.(10)* N/A
10.12 Second Amendment dated November 7, 1989 to
Southern Electronics Corporation 1986 Stock
Option Plan.(11)* N/A
10.13 Third Amendment dated July 17, 1992 to
Southern Electronics Corporation 1986 Stock
Option Plan.(12)* N/A
10.14 Southern Electronics Corporation 1988
Restricted Stock Plan, together with related
form of Restricted Stock Agreement.(13)* N/A
10.15 First Amendment dated November 7, 1989 to
Southern Electronics Corporation 1988
Restricted Stock Plan.(14)* N/A
10.16 Second Amendment dated July 17, 1992 to
Southern Electronics Corporation 1988
Restricted Stock Plan.(15)* N/A
10.17 Form of Southern Electronics Corporation 1991
Stock Option Plan, together with related forms
of Incentive Stock Option Agreement and Non-
Qualified Stock Option Agreement.(16)* N/A
10.18 First Amendment dated July 17, 1992 to
Southern Electronics Corporation 1991 Stock
Option Plan.(17)* N/A
10.19 Second Amendment dated August 30, 1996 to
Southern Electronics Corporation 1991 Stock
Option Plan.(34) N/A
10.20 Form of Non-Qualified Stock Option Agreement
dated as of August 28, 1992 between the
Registrant and Cary Rosenthal.(18)* N/A
10.21 Form of Non-Qualified Stock Option Agreement
dated as of August 28, 1992 between the
Registrant and G. William Speer.(19)* N/A
10.22 Employment Agreements dated November 7, 1989,
between the Registrant, SED and each of Gerald
Diamond, Jean Diamond, Barry Diamond and Larry
G. Ayers(20)*, each as amended by form of
Amendment No. 1 dated September 24, 1991.(21)*
N/A
10.23 Second Amendment to Employment Agreement
dated May 8, 1996 between the Registrant and
each of Larry G. Ayers.* ___
10.24 Form of Employment Agreement dated
September 24, 1991, among the Registrant, SED
and Mark Diamond.(22)* N/A
10.25 Amendment to Employment Agreement dated May 8,
1996 among the Registrant, SED and Mark
Diamond.* ___
10.26 Form of Employment Agreement dated May 8, 1996
among the Registrant, SED and Ray D. Risner.* ___
10.27 Southern Electronics Distributors, Inc.
Savings Plan effective as of January 1, 1991,
together with Savings Plan Trust and Savings
Plan Adoption Agreement.(23)* N/A
10.28 Form of Indemnification Agreement entered into
with each of the directors and officers of the
Registrant and SED(24)* N/A
10.29 Form of Indemnification Agreement entered into
with each of the directors and officers of the
Registrant and Southern Electronics
Corporation.(29) N/A
10.30 Lease Agreement dated November 1992 between
H.G. Pattillo and Elizabeth M. Pattillo and
SED(25) N/A
10.31 Lease Agreement dated August 9, 1993 between
New World Partners Joint Venture and SED and
Addendum 1 thereto ("NWPJV Lease").(26) N/A
10.32 Second Addendum to NWPJV Lease dated
January 10, 1996 among New World Partners
Joint Venture, New World Partners Joint
Venture Number Two and SED. ___
10.33 Third Addendum to NWPJV Lease dated
July 24, 1996 between New World Partners
Joint Venture Number Two and SED. ___
10.34 Amendment to Lease for 4775 N. Royal Atlanta
Drive.(30) N/A
10.35 Form of Non-Qualified Stock Option Agreement
dated as of May 21, 1993 between the
Registrant and Cary Rosenthal (see form
referenced herein as Exhibit 10.17).* N/A
10.36 Form of Non-Qualified Stock Option Agreement
dated as of May 21, 1993 between the
Registrant and G. William Speer (see form
referenced herein as Exhibit 10.18).* N/A
10.37 Form of Non-Qualified Stock Option Agreement
for Directors.(31) N/A
10.38 Subscription and Stockholders Agreement dated
as of July 2, 1986 by and among the
Registrant, ZS SED L.P., ZS Southern L.P. and
SED Associates.(32) N/A
10.39 1995 Formula Stock Option Plan, together with
related form of Non-Qualified Stock Option
Agreement.(35) N/A
10.40 Agreement and Plan of Reorganization dated
December 14, 1995, among USC Acquisition
Corporation, U.S. Computer of North America,
Inc. and David Steiner (SEC File No.
0-16345).(36) N/A
10.41 Adoption Agreement for Swerdlin & Company
Regional Prototype Standardized 401(k) Profit
Sharing Plan and Trust, as amended. ___
11.1 Statement regarding computation of per share
earnings. ___
13 Form of Southern Electronics Corporation 1996
Annual Report to Stockholders (only the
portions incorporated by reference into this
report are deemed "filed" with the Securities
and Exchange Commission). ___
21 Subsidiaries of the Registrant.(27) N/A
23 Independent Auditors' Consent. ___
24 Power of Attorney. See signature page to this
Registration Statement. N/A
27 Financial Data Schedule. ___
__________________
Notes
*Management contract or compensatory plan or arrangement with
one or more directors or executive officers.
(1) Incorporated herein by reference to exhibit of same number
to Registrant's Registration Statement ("Registration
Statement") on Form S-1, filed September 5, 1986 (Reg. No.
33-8494).
(2) Incorporated herein by reference to exhibit of same number
to Registrant's Annual Report on Form 10-K for the fiscal
year ended June 30, 1991 (SEC File No. 0-16345) ("1991
Form 10-K").
(3) Incorporated herein by reference to exhibit 10.6 to
Registrant's Registration Statement.
(4) Incorporated herein by reference to exhibit 10.7 to
Registrant's Registration Statement.
(5) Incorporated herein by reference to exhibit 10.8 to
Registrant's Annual Report on Form 10-K for the fiscal
year ended June 30, 1990 (SEC File No. 0-16345) ("1990
Form 10-K").
(6) Incorporated herein by reference to exhibit 10.5 to
Registrant's Annual Report on Form 10-K for the fiscal
year ended June 30, 1992 (SEC File No. 0-16345) ("1992
Form 10-K").
(7) Incorporated herein by reference to exhibit 10.9 to
Registrant's 1990 Form 10-K.
(8) Incorporated herein by reference to exhibit 10.7 to
Registrant's 1992 Form 10-K.
(9) Incorporated herein by reference to exhibit 10.12 to
Registrant's Registration Statement.
(10) Incorporated herein by reference to exhibit 10.22 to
Registrant's Annual Report on Form 10-K for the fiscal
year ended June 30, 1988 (SEC File No. 0-16345).
(11) Incorporated herein by reference to exhibit 10.25 to
Registrant's 1990 Form 10-K.
(12) Incorporated herein by reference to exhibit 10.12 to
Registrant's 1992 Form 10-K.
(13) Incorporated herein by reference to exhibit 10.21 to
Registrant's Annual Report on Form 10-K for the fiscal
year ended June 30, 1988 (SEC File No. 0-16345).
(14) Incorporated herein by reference to exhibit 10.26 to
Registrant's 1990 Form 10-K.
(15) Incorporated herein by reference to exhibit 10.15 to
Registrant's 1992 Form 10-K.
(16) Incorporated herein by reference to Annex A to
Registrant's definitive Supplemental Proxy Statement dated
October 18, 1991 (SEC File No. 0-16345).
(17) Incorporated herein by reference to exhibit 10.17 to
Registrant's 1992 Form 10-K.
(18) Incorporated herein by reference to exhibit 10.18 to
Registrant's 1992 Form 10-K.
(19) Incorporated herein by reference to exhibit 10.19 to
Registrant's 1992 Form 10-K.
(20) Incorporated herein by reference to Exhibit 6(a) to
Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended December 31, 1989 (SEC File No.
0-16345).
(21) Incorporated herein by reference to exhibit 10.13 to
Registrant's 1991 Form 10-K.
(22) Incorporated herein by reference to exhibit 10.14 to
Registrant's 1991 Form 10-K.
(23) Incorporated herein by reference to exhibit 10.15 to
Registrant's 1991 Form 10-K.
(24) Incorporated herein by reference to exhibit 10.16 to
Registrant's 1991 Form 10-K.
(25) Incorporated herein by reference to exhibit 10.24 to
Registrant's Annual Report on Form 10-K for the fiscal
year ended June 30, 1993 (SEC File No. 0-16345) ("1993
Form 10-K").
(26) Incorporated herein by reference to exhibit 10.25 to
Registrant's 1993 Form 10-K.
(27) Incorporated herein by reference to exhibit 21 to
Registrant's 1993 Form 10-K.
(28) Incorporated herein by reference to exhibit 10.7 to
Registrant's Annual Report on Form 10-K for the fiscal
year ended June 30, 1993 (SEC File No. 0-16345) ("1995
Form 10-K").
(29) Incorporated herein by reference to exhibit 10.23 to
Registrant's 1995 Form 10-K.
(30) Incorporated herein by reference to exhibit 10.26 to
Registrant's 1995 Form 10-K.
(31) Incorporated herein by reference to exhibit 10.29 to
Registrant's 1995 Form 10-K.
(32) Incorporated herein by reference to exhibit 10.30 to
Registrant's 1995 Form 10-K.
(33) Incorporated herein by reference to exhibit 10.31 to
Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended December 31, 1995 (SEC File No.
0-16345).
(34) Incorporated herein by reference to Appendix A to
Registrant's Proxy Statement pertaining to Registrant's
1996 Annual Meeting of Stockholders dated October 1, 1996
(SEC File No. 0-16345).
(35) Incorporated herein by reference to Appendix B to
Registrant's Proxy Statement pertaining to Registrant's
1996 Annual Meeting of Stockholders dated October 1, 1996
(SEC File No. 0-16345).
(36) Incorporated herein by reference to Exhibit 2 to
Registrant's Current Report on Form 8-K filed with the SEC
on December 28, 1995 (SEC File No. 0-16345).
(37) Incorporated herein by reference to exhibit 3.1 to
Registrant's 1995 Form 10-K.