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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the fiscal year ended September 30, 1996 or
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[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission file number 0-17972
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DIGI INTERNATIONAL INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 41-1532464
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
11001 BREN ROAD EAST
MINNETONKA, MINNESOTA 55343
---------------------------------------- ----------
(Address of principal executive officers) (Zip Code)
Registrant's telephone number, including area code: (612) 912-3444
------------------
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 each 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 twelve months, and (2) has been subject to such
filing requirements for the past ninety days.
YES X NO
--- ---
The aggregate market value of voting stock held by nonaffiliates of the
Registrant, based on a closing price of $14.875 per share as reported on the
National Association of Securities dealers Automated Quotation System -
National Market System on December 13, 1996 was $166,239,400.
Shares of common stock outstanding as of December 13, 1996: 13,344,073.
1
DOCUMENTS INCORPORATED BY REFERENCE
The following table shows, except as otherwise noted, the location of
information, required in this Form 10-K, in the Registrant's Annual Report to
Stockholders for the year ended September 30, 1996 and Proxy Statement for the
Registrant's Annual Meeting of Stockholders scheduled for January 30, 1997, a
definitive copy of which the Registrant anticipates will be filed on or about
January 2, 1997. All such information set forth below under the heading
"Reference" is incorporated herein by reference.
PART I ITEM IN FORM 10-K REFERENCE
- ------ ----------------- ---------
Item 1. Business Business, pages 5 through 10, this
document; Note 10, Notes to Consolidated
Financial Statements Annual Report to
Stockholders
Item 2. Properties Properties, pages 10 and 11, this document;
Item 3. Legal Proceedings Legal Proceedings, page 11, this document
Item 4. Submission of Matters to Submission of Matters to a Vote of Security
a Vote of Security Holders, page 11, this document
Holders
PART II
- -------
Item 5. Market for Registrant's Stock Listing; Dividend
Common Equity and Related Policy, page 32, Annual
Stockholder Matters Report to Stockholders
Item 6. Selected Financial Data Financial Highlights, and Selected
Financial Information, pages 4 and 5,
Annual Report to Stockholders
2
Item 7. Management's Discussion Management's Discussion and Analysis
And Analysis of Financial of Financial Condition and Results of
Condition and Results of Operations, pages 16 through 19,
Operations Annual Report to Stockholders
Item 8. Financial Statements and Annual Report to Stockholders, pages 20
Supplementary Data through 30
Item 9. Changes in and Disagree- Changes in and Disagreements with
ments with Accountants on Accountants on Accounting and Financial
Accounting and Financial Disclosure, page 11, this document
Disclosure
PART III ITEM IN FORM 10-K REFERENCE
- -------- ----------------- ---------
Item 10. Directors of the Election of Directors, Proxy Statement
Registrant
Executive Officers of Executive Officers of the Registrant, pages
the Registrant 11 through 14, this document
Compliance with Section Section 16(a) Reporting, Proxy Statement
16(a) of the Exchange Act
Item 11. Executive Compensation Executive Compensation; Election of
Directors, Summary Compensation Table;
Option Grants in Last Fiscal Year;
Aggregated Option Exercises in the Last
Fiscal Year and Year-end Option Values,
Employment Contracts; Severance,
Termination of Employment and Change-in-
Control Arrangements; Performance
Evaluation, Proxy Statement
3
Item 12. Security Ownership of Security Ownership of Principal
Certain Beneficial Owners Stockholders and Management, Proxy
and Management Statement
Item 13. Certain Relationships and Certain Relationships and Related
Related Transactions Transactions, Proxy Statement
PART IV
- -------
Item 14. Exhibits, Financial Exhibits, Financial Statement Schedules and
Statement Schedules and Reports on Form 8-K, pages 15 through 17,
Reports on Form 8-K this document
4
DIGI INTERNATIONAL INC.
FORM 10-K
Year ended September 30, 1996
PART I
ITEM 1. BUSINESS
Digi International Inc. (the "Company") was formed in 1985 and is a leading
producer of data communications hardware and software products that deliver
solutions for multiuser environments, remote access markets both LAN and
WAN, and the LAN connect market.
The Company's multiuser products connect terminals, PCs running terminal
emulation software, and other serial devices, to a PC-based host. This
pathway enables users to share the processing power of a single host
computer. These products are ideal for companies-or work groups within
companies-that need easy, low-cost system management and high performance
at the lowest cost per user. These products are ideal for point-of-sale
applications, on-line transaction processing, factory automation, dial-
in/dial-out connections and data dissemination.
The Company's multiuser solutions support from one to 224 high-speed serial
ports through a single expansion slot or as many as 1,792 ports through a
single host (eight expansion slots). In addition to maximizing the
capabilities of a multiuser system by enabling hundreds of users to be
connected to a system, an equally important benefit is the product's
ability to quickly and accurately transmit data, eliminating the
information bottlenecks that result when multiple users or devices share
one processing unit.
5
In 1994, the Company adopted a strategy to move into two growth areas,
which were compatible with its existing product line, by entering into the
remote access and LAN connect markets. The Company's remote access
products address the need to connect telecomuters and branch offices to
corporate LANs, other branches, other individuals through server-centric
(hard port) and stand alone product solutions (soft port and
internetworking solutions). Only the Company has solutions for each
portion of this large and fast growing market. The Company entered the
stand alone solution market with the acquisition of Lan Access Corporation
in September 1995 in a cash transaction of approximately $5.5 million.
The remote access product line was enhanced in 1996 by the opening of its
Huntsville research and development office, which designs both hardware and
software products and its Redmond, Washington facility which focuses solely
on NT Software related to ISDN.
The Company's ISDN products address the need for high-speed remote access
which is necessary for LAN-to-LAN (WAN) internetworking and for accessing
the Internet.
The Company entered the LAN connect market with its acquisition of MiLAN
Technology Corporation in November 1993. The Company's LAN connect group
provides cost-effective and power-efficient Ethernet, Fast Ethernet and
Token Ring networking products through three groups:
1) The original "physical layer" line of products that allow users
to easily build and expand networks using single and multiport
transceivers, converters, modular microhubs and modular repeaters.
2) Products based on the innovative FastPort line, which makes print
sharing convenient and affordable. The FastPort line includes the
industry's first multiprotocol network print server providing access
to any printer on an Ethernet or Token Ring network without the
inconvenience and expense of spooling through a workstation or server.
3) Network performance enhancement products, including the first
comprehensive family of physical layer connectivity solutions for Fast
Ethernet.
6
The Company's products are sold through a network of more than 168
distributors in the United States, Canada and 68 countries worldwide and
through OEM (Original Equipment Manufacturers) contracts.
Committed to the development and evolution of innovative connectivity and
networking solutions, the Company works closely with customers and
marketing partners to meet the changing needs of the communications and
networking marketplace.
The Company markets its products to a broad range of customers, including
major domestic and international distributors, system integrators, VARs and
OEMs. In July 1991, the Company opened a sales support office in Germany
to increase sales support to the European distribution network for its
multiuser products. In October 1993, the Company opened a sales support
office in Singapore to increase sales support to the Pacific Rim
distribution network for its products. In 1996, the Company opened similar
offices in Hong Kong, Australia and Japan.
To serve these markets, the Company (i) offers products that, in the
opinion of management, provide superior performance relative to current
standards and application requirements, (ii) provides products that are
compatible with a broad array of operating systems and microcomputer and
workstation architectures, and (iii) provides, in the opinion of
management, superior technical support, including frequent and timely
product updates and ready access to the Company's support staff.
7
The microcomputer industry is characterized by rapid technological advances
and evolving industry standards. The market can be significantly affected
by new product introductions and marketing activities of industry
participants. The Company competes for customers on the basis of product
performance in relation to compatibility, support, quality and reliability,
product development capabilities, price and availability. Many of the
Company's competitors and potential competitors have greater financial,
technological, manufacturing, marketing and personnel resources than the
Company. The Company believes that it is the market leader in the
multiuser market segment of the computer industry and is the leader in the
server centric portion of the remote access portion of that market. With
respect to the stand alone portion of the remote access market and the LAN
connect market, the Company believes it commands less than a 5% market
share.
The Company's manufacturing operations procure all parts and certain
services involved in the production of products. The Company subcontracts
most of its product manufacturing to outside firms that specialize in
providing such services. The Company believes that this approach to
manufacturing is beneficial because it permits the Company to reduce its
fixed costs, maintain production flexibility and maximize its profit
margins.
The Company's products are manufactured to its designs with standard and
semi-custom components. Virtually all of these components are available
from multiple vendors.
During fiscal years 1994, 1995 and 1996, the Company's research and
development expenditures were $9,833,859, $14,676,683, and $20,624,274
respectively.
8
Due to the rapidly changing technology in the computer industry, the
Company believes that its success depends primarily upon the engineering,
marketing, manufacturing and support skills of its personnel, rather than
upon patent protection. Although the Company may seek patents where
appropriate and has certain patent applications pending for proprietary
technology, the Company's proprietary technology or products are generally
not patented. The Company relies primarily on the copyright, trademark and
trade secret laws to protect its proprietary rights in its products. The
Company has established common law and registered trademark rights on a
family of marks for a number of its products.
Through September 30, 1996, the Company purchased $5.3 million in
secured convertible notes from AetherWorks Corporation, a development
stage company engaged in the development of wireless and dial-up remote
access technology. The Company is obligated to purchase up to an
additional $8.5 million secured convertible notes from time to time at
the request of AetherWorks, based on certain conditions. Secured
convertible notes held by the Company were convertible at September 30,
1996 into 52% of AetherWorks' common stock, and the purchase of $8.5
million additional principal amount of secured notes would increase the
Company's ownership portion upon conversion to 62.7%, based on
AetherWorks' present capitalization. Through September 30, 1996, the
Company has also guaranteed $1.1 million in lease obligations incurred
by AetherWorks. The Company has reported its investment in AetherWorks
on the equity method and has recorded a $3.6 million loss which
represents 100% of the AetherWorks' net loss for the year ended
September 30, 1996. The percentage of AetherWorks' losses included in
the Company's results of operations is based upon the percentage of
financial support provided by the Company (versus other investors) to
AetherWorks during fiscal 1996.
At September 30, 1996, the Company had 698 full-time employees.
9
During the year ended September 30, 1996, two customers comprised more than
10% of net sales: Tech Data at 13.9%, and Ingram Micro at 13.4%. For 1995,
two customers accounted for more than 10% of net sales: Ingram Micro at
12.5% and IBM at 11.7%. During 1994, one company (Ingram Micro) accounted
for 11.8% of net sales.
As of November 30, 1996, the Company had backlog orders which management
believed to be firm in the amount of $12.7 million. All of these orders
are expected to be filled in the current fiscal year. Backlog at November
30, 1995 was $11.3 million.
During fiscal years 1994, 1995 and 1996, the Company's net sales to
customers outside the United States, primarily in Europe, amounted to
approximately $28 million, $33 million and $39.9 million respectively.
ITEM 2. PROPERTIES
The Company's headquarters and research facilities are located in a 130,000
square foot office building in Minnetonka, Minnesota which the Company
acquired in August 1995 and has occupied since March 1996. The Company's
primary manufacturing facilities are currently located in a 58,000 square
foot building in Eden Prairie, Minnesota, which the Company purchased in
May 1993 and has occupied since August 1993. Additional office and
research facilities are located in a 17,146 square foot facility in
Nashville, Tennessee, the lease for which expires in August 2000; a 32,000
square foot facility in Twinsburg, Ohio, the lease for which expires in
January 2001; a 46,170 square foot facility in Sunnyvale, California, the
lease for which expires in April 2002; a 10,525 square foot building in
Torrance, California the lease for which expires in January 1997, which
will be renewed for one year in 1997; a 8,028 square foot facility in
Huntsville, Alabama, the lease for which expires February 1999; and a 4,886
square foot facility in Redmond, Washington, the lease for which expires
December, 1998. The Company's sales support office in Germany is located in
a 4,535 square foot office in Cologne, Germany, the lease for which expires
in November 1998. The Company's sales support office in Asia is located in
a 1,560 square foot office in Singapore, the lease for which expires in May
1997. The Company's sales support office in Australia is located in a
10
1,000 square foot office in Sydney, the lease for which expires in March
1998. The Company's sales support office in Hong Kong is located in a
1,400 square foot office in Causeway Bay, the lease for which expires in
May 1998. Management believes that the Company's facilities are suitable
and adequate for current office, research and warehouse requirements, and
that its manufacturing facilities provide sufficient productive capacity to
meet the Company's currently anticipated needs.
ITEM 3. LEGAL PROCEEDINGS
There are no material pending or threatened legal, governmental,
administrative or other proceedings to which the Company or any of its
subsidiaries is a party or to which any of its or its subsidiaries'
property is subject.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of security holders during
the quarter ended September 30, 1996.
PART II
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. EXECUTIVE OFFICERS OF THE REGISTRANT
Name Age Position
---- --- --------
John P. Schinas 59 Chairman of the Board of Directors
Ervin F. Kamm, Jr. 57 Director, President and Chief Executive
Officer
11
David Rzasa 45 Vice President and General Manager Remote
Access PMU
Jonathon E. Killmer 55 Vice President, Chief Financial Officer and
Treasurer
Ray D. Wymer, Jr. 40 Vice President of the Company and General
Manager of the Multi-Connect PMU
Michael D. Kelley 48 Vice President Business Technologies and
Support Services
Douglas J. Glader 53 Vice President of Operations
Dana R. Nelson 48 Vice President of Sales
Mr. Schinas, founder of the Company, retired as Chief Executive Officer
effective January 27, 1992. He has been a member of the Board of Directors
since the Company's inception in July 1985 and was elected Chairman of the
Board of Directors in July 1991. From July 1985 to July 1991, Mr. Schinas
also served the Company as President and Treasurer.
Mr. Kamm has been a member of the Board of Directors since December 1994
and President and Chief Executive Officer of the Company since November 30,
1994. From May 1988 to November 1994, he served as President and Chief
Operating Officer of Norstan Inc., a distributor of telecommunications
products. Mr. Kamm is also a director of Secure Computing Corporation,
Micromedics Inc., Zytec Corporation and the Institute for Advanced
Technology.
12
David Rzasa joined the Company in October 1996, as Vice President and
General Manager of Remote Access Product Marketing Unit. From October 1995
until August 1996, Rzasa was Executive Vice President and Chief Operating
Officer for Three Five Systems, Inc., where he was responsible for day to
day operations of the company. Three Five Systems, Inc. is a custom
display module manufacturer focusing on passive LCD and LED technology.
From 1991 through 1995, Mr. Rzasa was President of Rosemount Analytic Inc.,
a division of Emerson Electric Co.
Mr. Killmer joined the Company in October 1996, as Vice President, Chief
Financial Officer and Treasurer. Prior to joining the Company, Killmer had
been a partner in the professional services firm of Coopers & Lybrand
L.L.P., most recently as the Managing Partner of the Minneapolis/St. Paul
office from 1990 until his joining the Company.
Mr. Wymer has been Vice President of the Company since April 1993 when Star
Gate Technologies, Inc. was acquired. From 1984 to September 30, 1995, he
has served as President of Star Gate and currently is General Manager of
Multi-Connect Product Marketing Unit.
Mr. Kelley joined the Company in February 1996 as Vice President-
Business Technologies. In August 1996, Kelley assumed the additional
responsibilities for external Support Services. He served as Executive
Vice President and General Manager- Northern Area, at Norstan
Communications Systems, Inc., Minneapolis, from 1991 to January 1996.
13
Mr. Glader was named Vice President of Operations in February 1995.
Before that, he was formerly Director of Manufacturing and Operations for
MiLAN Technology Corporation, which the Company acquired in November 1993.
He began his career with Memorex Corporation and also worked for Measurex
Corporation, Altus Corporation and Direct Incorporated. He founded and was
vice president of operations for Greyhawk Systems, Inc., a manufacturer of
electronic imaging hardware and software.
Mr. Nelson was named Vice President of Sales for the Company effective
June 1995. From 1983 to May 1995, Nelson was with Ascom Timeplex, most
recently as Vice President of Worldwide Sales. Ascom Timplex is a
worldwide leader in LAN and WAN networking solutions.
14
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 10-K
(a) Consolidated Financial Statements and Schedules
1. Incorporated by reference to pages 20 through 30 of the
Company's 1996 Annual Report to Stockholders:
Consolidated Statements of Operations for the fiscal years
ended 1996, 1995 and 1994
Consolidated Balance Sheets as of September 30, 1996 and
1995
Consolidated Statements of Cash Flows for the fiscal years
ended 1996, 1995 and 1994
Consolidated Statements of Stockholders' Equity for the
fiscal years ended 1996, 1995 and 1994
Notes to Consolidated Financial Statements
Report of Independent Accountants
2. Included in Part II:
Report of Independent Accountants on Financial Statement
Schedule
Report of Independent Accountants on AetherWorks Corporation
Schedule II - Valuation and Qualifying
Accounts
All other schedules are omitted because they are not applicable or are
not required.
15
(b) Reports on Form 8-K
There were no reports filed on Form 8-K during the quarter ended
September 30, 1996.
(c) Exhibits
Exhibit Number Description
-------------- -----------
3(a) Restated Certificate of Incorporation of
the Registrant*
3(b) Amended and Restated By-Laws of the
Registrant**
10(a) Stock Option Plan of the Registrant
10(b) Form of indemnification agreement with
directors and officers of the Registrant*
10(c) Amended and Restated Employment Agreement between the Company
and John P.Schinas****
10(d) Restated and Amended Note Purchase Agreement between the Company
and AetherWorks Corporation, dated June 19, 1996
10(e) Employment Arrangement between the Registrant and Mike Kelley,
dated February 7, 1996
10(f) 401(k) Savings and Profit Sharing Plan of Digi International
Inc.***
10(g) Amended and Restated Employment Agreement between the Company
and Ervin F. Kamm, Jr.******
10(h) Consulting Agreement between the Company and Mykola Moroz****
10(i) Employment Arrangement between the Registrant and Jonathon E.
Killmer, dated September 16, 1996
10(j) Employment Arrangement between the Registrant and David Rzasa,
dated September 30, 1996
16
10(k) Separation Agreement between the Company and Gerald A. Wall,
dated December 4, 1996
10(n) Employment Agreement with Ray D. Wymer, as amended by Amendment
No. 1 to Employment Agreement ******
10(p) Employment Arrangement between the Registrant and Douglas Glader
******
10(q) Employment Arrangement between the Registrant and Dana R. Nelson
for fiscal 1995 and 1996 ******
10(s) Employee Stock Purchase Plan of the Registrant*****
11 Detail computation of earnings per share
13 1996 Annual Report to Stockholders (only those portions
specifically incorporated by reference herein shall be deemed
filed with the Securities and Exchange Commission)
21 Subsidiaries of the Registrant
23.1 Consent of Independent Accountants
23.2 Consent of Independent Accountants
24 Powers of Attorney
27 Financial Data Schedule
* Incorporated by reference to the corresponding exhibit number of the
Company's Registration Statement on Form S-1 (File No.33-30725).
** Incorporated by reference to the corresponding exhibit number of the
Company's Registration Statement on Form S-1 (File No.33-42384).
*** Incorporated by reference to the corresponding exhibit number of the
Company's Form 10-K for the year ended September 30, 1991.
17
**** Incorporated by reference to the corresponding exhibit number of the
Company's Form 10-K for the year ended September 30, 1994 (File no.
0-17972).
***** Incorporated by reference to Exhibit B to the Registrant's Proxy
Statement for its Annual Meeting of Stockholders held on January 31,
1996.
****** Incorporated by reference to the corresponding exhibit number of the
Company's Form 10-K for the year ended September 30, 1995 (File No.
0-17972).
18
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.
DIGI INTERNATIONAL INC.
December 30, 1996 By: /s/ Jonathon E. Killmer
- ---------------------------- -------------------------------------------
Date Jonathon E. Killmer
Vice President & Chief Financial 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.
December 30, 1996 /s/ Ervin F. Kamm, Jr.*
- ---------------------------- -----------------------------------------
Date Ervin F. Kamm, Jr.
President & Chief Executive Officer
December 30, 1996 /s/ Jonathon E. Killmer
- ---------------------------- -----------------------------------------
Date Jonathon E. Killmer
Vice President & Chief Financial Officer
JOHN P. SCHINAS
WILLIS K. DRAKE
RICHARD E. EICHHORN
ERVIN F. KAMM, JR.
MYKOLA MOROZ A majority of the Board of Directors*
DAVID STANLEY
ROBERT S. MOE
*Jonathon E. Killmer, by signing his name hereto, does hereby sign this
document on behalf of himself and each of the other above named directors
and officer of the registrant pursuant to powers of attorney duly executed
by such persons.
/s/ Jonathon E. Killmer
-------------------------------------
Jonathon E. Killmer, Attorney-in-fact
19
INDEX TO EXHIBITS
Exhibit
Number Description Page
- ------- ----------- ----
3(a) Restated Certificate of Incorporation of the Registrant*....
3(b) Amended and Restated By-Laws of the Registrant**............
10(a) Stock Option Plan of the Registrant.........................
10(b) Form of indemnification agreement with directors
and officers of the Registrant*.............................
10(c) Amended and Restated Employment Agreement
between the Company and John P. Schinas****.................
10(d) Restated and Amended Note Purchase Agreement
between the Company and AetherWorks Corporation,
dated June 19, 1996.........................................
10(e) Employment Arrangement between the Registrant
and Mike Kelley, dated February 7, 1996.....................
10(f) 401(k) Savings and Profit Sharing Plan of
Digi International Inc.***..................................
10(g) Amended and Restated Employment Agreement
between the Company and Ervin F. Kamm, Jr.******............
10(h) Consulting Agreement between the Company
and Mykola Moroz****........................................
10(i) Employment Arrangement between the Registrant
and Jonathon E. Killmer, dated September 16, 1996...........
10(j) Employment Arrangement between the Registrant
and David Rzasa, dated September 30, 1996...................
10(k) Separation Agreement between the Company
and Gerald A. Wall, dated December 4, 1996..................
10(n) Employment Agreement with Ray D. Wymer, as
amended by Amendment No. 1 to Employment
Agreement******.............................................
INDEX TO EXHIBITS
(continued)
Exhibit
Number Description Page
- ------- ----------- ----
10(p) Employment Arrangement between the Registrant
and Douglas Glader******....................................
10(q) Employment Arrangement between the Registrant
and Dana R. Nelson for fiscal 1995 and 1996******...........
10(s) Employee Stock Purchase Plan of the Registrant*****.........
11 Detail computation of earnings per share....................
13 1996 Annual Report to Stockholders (only those
portions specifically incorporated by reference
herein shall be deemed filed with the Securities
and Exchange Commission)....................................
21 Subsidiaries of the Registrant..............................
23.1 Consent of Independent Accountants..........................
23.2 Consent of Independent Accountants..........................
24 Powers of Attorney..........................................
27 Financial Data Schedule.....................................
- --------------
* Incorporated by reference to the corresponding exhibit number of the
Company's Registration Statement on Form S-1 (File No. 33-30725).
** Incorporated by reference to the corresponding exhibit number of the
Company's Registration Statement on Form S-1 (File No. 33-42384).
*** Incorporated by reference to the corresponding exhibit number of the
Company's Form 10-K for the year ended September 30, 1991.
**** Incorporated by reference to the corresponding exhibit number of the
Company's Form 10-K for the year ended September 30, 1994
(File No. 0-17972).
INDEX TO EXHIBITS
(continued)
***** Incorporated by reference to Exhibit B to the Registrant's Proxy
Statement for its Annual Meeting of Stockholders held on January 31,
1996.
****** Incorporated by reference to the corresponding exhibit number of the
Company's Form 10-K for the year ended September 30, 1995.