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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 March 31, 1997
Commission file number 1-8533
DIAGNOSTIC/RETRIEVAL SYSTEMS, INC.
(D.B.A. DRS TECHNOLOGIES, INC.)
DELAWARE 13-2632319
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5 SYLVAN WAY, PARSIPPANY, NEW JERSEY 07054
(201) 898-1500
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
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Common Stock, $.01 par value American Stock Exchange
8-1/2% Convertible Subordinated Debentures
due August 1, 1998 American Stock Exchange
9% Senior Subordinated Convertible Debentures
due October 1, 2003 American Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities and 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 |_|
The market value of shares of Common Stock held by non-affiliates, based on the
closing prices for such stock on the American Stock Exchange on June 23, 1997,
was approximately $53,000,000. The number of shares of Common Stock outstanding
as of June 23, 1997 was 5,588,349 (exclusive of 421,117 shares of Common Stock
held in the treasury.)
DOCUMENTS INCORPORATED BY REFERENCE
1. 1997 Annual Report (for the fiscal year ended March 31, 1997), incorporated
in Part II.
2. Definitive Proxy Statement, dated June 27, 1997, for the Annual Meeting of
Stockholders, incorporated in Part III.
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PART I
ITEM 1. BUSINESS
GENERAL
The registrant, Diagnostic/Retrieval Systems, Inc. d.b.a. DRS Technologies,
Inc. (hereinafter the "Company" or "DRS") was incorporated in 1968 and is a
diversified, high-technology company serving government and commercial niche
markets worldwide. Principally a developer and manufacturer of a variety of
sophisticated, leading edge systems used for the processing, display and storage
of data, the Company provides its customers with a broad range of products,
including electronic sensor, electronic imaging and electro-optical systems, and
offers a full complement of technical support services. The Company's defense
electronics products serve all branches of the armed forces. Its commercial and
industrial products are used mainly by the airline, banking, computer disk
drive, security, transportation, retail sales and broadcast industries.
The Company is organized into three groups: the Electronic Systems Group
("ESG"), which designs, manufactures and markets high-technology electronic
signal processors, display workstations and trainer and combat emulation systems
and provides field service, software engineering and systems support primarily
to the military; the Electro-Optical Systems Group ("EOSG"), which produces
electro-optical sighting, targeting and optical alignment systems primarily for
military customers; and the Data Systems Group ("DSG"), which designs and
manufactures data storage products for both military and commercial customers.
In response to a 1992 mandate by the Joint Chiefs of Staff, the Company
focuses on "Commercial Off-The-Shelf" ("COTS") product designs, whereby
commercial electronic components are integrated, adapted, upgraded and
"ruggedized" for application in harsh military environments. Using COTS designs,
the Company develops and delivers its products with significantly less
development time and expense compared with traditional military product cycles,
generally resulting in shorter lead times, lower costs and the employment of the
latest information and computing technologies.
STRATEGY
The Company believes that the nature of modern warfare has changed,
dictating increasing reliance on real-time, accurate battlefield information
derived from increasingly sophisticated defense systems and electronics.
Additionally, the nature of military procurement programs has changed, requiring
suppliers to become more efficient and adaptable to current and future market
needs. In recent years, the Company has implemented strategies to exploit the
changing nature of military procurement programs brought on by the end of the
Cold War, military budget constraints and the COTS mandate. In addition to
winning contracts for new programs and supporting existing military programs,
the Company's strategies include:
o designing new products and adapting existing products for use by all
branches of the military;
o transferring technologies developed in the defense sector to
commercial and industrial markets; and
o acquiring businesses that provide a strategic complement to the
Company's existing products, services and technological capabilities
in both the defense and commercial marketplaces.
To effect these strategies, the Company has (i) made several acquisitions
over the last four years, adding complementary military and commercial products
and technologies; (ii) entered into strategic relationships with other defense
suppliers such as Lockheed Martin Tactical Defense Systems and Northrop-Grumman,
among others; (iii) emphasized the development of COTS-based products, as well
as products and systems that easily are adapted to similar weapons platforms
used by all branches of the military; and (iv) implemented cost reduction
initiatives to reduce its fixed-cost base, to allow for growth and to maintain
the flexibility of its operations. The implementation of these strategies has
resulted in increasing revenues and profits over the last five fiscal years.
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Acquisitions and Related Activities. In November 1994, the Company acquired
Ahead Technology Corporation. Now located in San Jose, California, and operating
as DRS Ahead Technology, Inc., the company designs and manufactures a variety of
consumable magnetic head products used in the production of computer disk
drives.
In July 1995, the Company acquired substantially all of the assets of
Opto-Mechanik, Inc, now located in Palm Bay, Florida and operating as DRS
Optronics, Inc. ("Optronics"). This acquisition enabled EOSG to expand its
electro-optical targeting products and consolidate certain manufacturing
activities in a lower cost facility, while adding backlog in complementary
product areas.
In February 1996, the Company acquired a 90% interest in DRS Medical
Systems, a partnership formed to develop, manufacture and market medical
ultrasound imaging equipment. The DRS Medical Systems partnership provides a
means for the Company to apply its expertise in sonar and image processing
technology to related commercial applications.
As part of the Company's strategy to diversify into non-defense markets,
the Company recently made three acquisitions which expanded its presence and
existing capabilities in the magnetic head marketplace. In February 1996, the
Company acquired substantially all of the assets of Mag-Head Engineering
Company, Inc. ("MEC"), a manufacturer of audio and flight recorder heads. In
addition, in June 1996, the Company acquired substantially all of the assets of
Vikron, Inc. ("Vikron"). Located in St. Croix Falls, Wisconsin, Vikron
manufactures data and recording heads. In October 1996, the Company acquired
certain assets of Nortronics Company, Inc. ("Nortronics"), which also
manufactures magnetic data recording head products. Nortronics is located in
Dassel, Minnesota. Effective February 26, 1997, these operations were merged
with and into DRS Ahead Technology, Inc. to form a single legal entity. The
Company currently is integrating these operations to further streamline its
manufacturing operations.
In October 1996, Pacific Technologies, Inc. ("PTI") merged with and into a
subsidiary of the Company. Based in San Diego, California, PTI provides systems
and software engineering support to the U.S. Navy for the testing of shipboard
combat systems. PTI was renamed DRS Technical Services, Inc. ("TSI") in March,
1997, and is the Company's primary West Coast support services unit.
Adaptable Product Designs. The Company has focused on the design and
development of new products and the redesign of existing products for use by all
branches of the military. This has enabled the Company to increase revenues
using its existing product and technology base, reduce overall product
development costs and decrease reliance on U.S. Navy procurement programs. The
Company's display systems, originally designed under a U.S. Navy development
contract, are open-architecture information processing workstations that can be
adapted for use in other branches of the military. Similarly, the Company's
boresight products, originally designed for use with the U.S. Army's Apache
attack helicopter, were designed to be adaptable to other air, sea or land-based
weapons platforms. The boresight system has been applied successfully to the
U.S. Marine Corps' Cobra helicopter and to the U.S. Air Force's AC-130 Spectre
Gunship platforms.
Cost-Reduction and Other Initiatives. The Company currently is integrating
the administrative and support functions of its magnetic head manufacturing
facilities, and continues to focus on streamlining its operations. During fiscal
1996, the Company consolidated several of its manufacturing facilities. Also, in
fiscal 1997, two of the Company's primary manufacturing and assembly facilities
received ISO-9000 certification.
COTS PRODUCT DESIGNS
The COTS concept was developed and mandated in response to both decreasing
military budgets and the increasing pace of technology. The use of COTS designs
entails the purchasing, refitting, upgrading and "ruggedization" (repackaging,
remounting and stress testing to ensure readiness for use in harsh military
environments) of available commercial components. The Company strives to apply
COTS designs to most of its new products. Management believes that the
adaptation of available commercial components to existing and newly developed
military systems offers three primary advantages over traditional military
systems development and procurement cycles: (i) it has the potential to save
significant amounts of time and cost with respect to product research and
development, (ii) as commercial product development and production cycles become
shorter than their military equivalents, the adaptation of commercial technology
to battlefield systems has the potential to shorten military product cycles; and
(iii), use of COTS designs
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should ensure that the latest information and computing technologies are
employed in the design and manufacture of defense electronics systems.
MARKET OVERVIEW
The Company believes that the current market for defense electronics
systems and related equipment has been influenced by two primary factors:
Firstly, the nature of modern warfare dictates increasing reliance on
timely and accurate battlefield information to ensure that increasingly costly
assets are deployed efficiently and to minimize destruction of non-military
targets. In general, military engagements have evolved from large-scale
undertakings, where numerical superiority was the key to dominance, to "surgical
strikes", where the ability to observe and strike accurately at will from afar
has become a major means of both deterrence and loss minimization. Advancing
technology has been a major factor in increasing the precision strike capability
of the U.S. military and has increased the "per shot" cost of arms. These
factors combine to produce a military, economic and political environment
requiring increased weapons efficiency and accuracy. In addition, real-time data
is needed for in-theater evaluation, damage assessment and training, as well as
to reduce and minimize incidents of U.S. casualties due to friendly fire.
Secondly, it is often more cost-effective to retrofit and upgrade existing
weapons platforms than to replace them. With development and unit costs of new
platforms increasing rapidly amid a political and economic environment demanding
decreasing overall military expenditures, Congress and the military have delayed
or canceled the implementation of many proposed new weapons systems, opting
instead to improve the performance and extend the life of existing weapons
through improved battlefield intelligence and equipment enhancements. This
increasing focus on cost efficiencies has manifested itself in the military's
COTS program.
COMPANY ORGANIZATION AND PRODUCTS
The Company is organized into three groups: ESG, EOSG and DSG. A
description of the groups and their primary products follows below:
ELECTRONIC SYSTEMS GROUP
ESG consists of DRS Electronic Systems, Inc. ("ESI"), located in
Gaithersburg, Maryland, DRS Laurel Technologies ("Laurel"), located in
Johnstown, Pennsylvania, TSI, based in San Diego, California and the DRS
Technical Services Division ("TSD"), now located in Chesapeake, Virginia. The
group also includes DRS Medical Systems, located in Mahwah, New Jersey.
ESI designs, manufactures and markets electronic signal processors and
display workstations which are installed in mobile land-based units and used for
underwater surveillance of harbors and coastal locations and on naval ships for
antisubmarine warfare ("ASW") purposes, respectively. These workstations receive
signals from a variety of sonar-type sensors, processing the information and
arranging it in a display format enabling operators to quickly interpret the
data and inform command personnel of potential threats. Major products and
contracts include:
o AN/UYQ-65: The AN/UYQ-65 is the first COTS-based tactical workstation
to be qualified by the U.S. Navy and was designed to comply with the
stringent requirements of the Aegis (DDG-51) shipbuilding program.
Replacing the sensor displays in the SQQ-89 ASW combat suite, it
employs dual processors enabling simultaneous I/O and graphics
processing. This new approach allows for required high bandwidth
processing, while maintaining response times for operator/machine
interfaces. The system architecture can be adapted to meet various
interface, cooling, memory, storage and processing requirements.
o AN/SQR-17A(V)3: The Mobile In-shore Undersea Warfare (MIUW) system is
deployed in land-based vans, utilizing sonobuoys and anchored passive
detectors for harbor defense, coastal defense and amphibious
operations surveillance, as well as for the enhancement of drug
interdiction efforts.
-3-
This system currently is being procured for utilization in 22 field
installations. The Company is under contract to provide various
upgrades to these field installations.
ESI also produces tactical (e.g., combat/attack) information systems and
training systems. Major products and contracts include:
o AN/UYQ-70: The AN/UYQ-70 is an advanced, open-architecture display
system designed for widespread application through software
modification, and is to be deployed on Aegis and other surface ships,
submarines and airborne platforms. This system was developed for the
U.S. Navy under subcontract with Lockheed Martin Tactical Defense
Systems. The AN/UYQ-70 is a self-contained, microprocessor-based unit
complete with mainframe interface software offering advanced computing
and graphic capabilities. These units replace previous generation
units that are dependent upon a shipboard mainframe computer at
approximately 25% of the cost of the older units. Based upon the size
of the Naval surface fleet and the average number of workstations to
be deployed on each ship, the Company believes that the potential
market for this workstation product may be in excess of 5,000 units
over the next decade.
o Military Display Emulators: These workstations are functionally
identical to existing U.S. Navy shipboard display consoles built to
military specifications, but are manufactured using low-cost COTS
components suitable for land-based laboratory environments. These
Military Display Emulators are used in U.S. Navy development, test and
training sites as plug-compatible replacements for the more expensive
shipboard qualified units. The Company currently is delivering these
Military Display Emulators for use at land-based training sites for
the Aegis and other U.S. Navy programs.
Laurel, which is 80% owned by DRS through a partnership formed in December
1993 with Sunburst Management, Inc., serves as a cost-efficient manufacturing
operation for the Company. Laurel primarily manufactures and integrates
electronic systems, providing turn-key production, and performs related
electronic and electromechanical assembly and associated test services. In
addition, Laurel specializes in cable and wire harness interconnect products,
primarily for large industrial customers that are involved in the military and
commercial aerospace industries. Laurel currently produces both the AN/UYQ-65
and AN/UYQ-70 workstations.
TSI and TSD perform field service and depot level repairs for ESG products,
as well as other manufacturers' systems, and also provide systems and software
engineering support to the U.S. Navy for the testing of shipboard combat
systems. TSI and TSD facilities are located in close proximity to U.S. Naval
bases in Norfolk, Virginia and San Diego, California. Services, including
equipment and field change installation, configuration audit, repair, testing
and maintenance, are performed for the U.S. Navy and, to a lesser extent,
commercial customers. TSD also has performed work for foreign navies, including
those of Australia, Egypt, Greece, the Republic of China and Turkey.
DRS Medical Systems is 90% owned by the Company through a partnership with
Universal Sonics Corporation and was formed to develop, manufacture and market
high-quality, low-cost medical ultrasound imaging equipment. DRS Medical Systems
currently manufactures ultrasound and sonographic systems principally for
original equipment manufacturers.
ELECTRO-OPTICAL SYSTEMS GROUP
EOSG consists of DRS Photronics, Inc. ("Photronics"), located in Hauppauge,
New York and Optronics, located in Palm Bay, Florida. EOSG is currently
headquartered in Oakland, New Jersey.
Photronics produces boresighting equipment used to align and harmonize the
navigation, targeting and weapons systems on rotary- and fixed-wing aircraft and
armored vehicles. Multiple Platform Boresighting Equipment (MPBE) is Photronics'
main product line. MPBE currently is used on the Army's Apache helicopters and
Apache Longbow helicopters, the Marine Corps' Cobra helicopters, and the Air
Force's AC-130 Spectre gunship. This technology is proprietary to the Company.
-4-
In fiscal 1996, the Company was selected as the prime contractor on a
tri-service (Army, Navy and Air Force) program to develop the Airborne
Separation Video System ("ASVS"), to be used for the test and evaluation of
weapons separation events on board various fixed- and rotary-wing military
aircraft. The systems include an electronically-shuttered, fast-frame,
high-resolution, digital imaging camera and a high-density, digital data storage
device. Upon completion of development, the ASVS will incorporate a color
readiness capability and will include a miniaturized high-speed, electronic
camera to assure compatibility with air platforms, such as the Air Force's F-16.
Until the latter part of fiscal 1996, Photronics manufactured
electro-optical components used in Sidewinder, Stinger and new generation
air-to-air and surface-to-air missiles in its Hauppauge, New York facility. In
order to reduce its production costs, Photronics consolidated its missile
component manufacturing operations to Optronics' new facility in Palm Bay,
Florida. The move allowed for the expansion of Photronics' MPBE programs in
Hauppauge.
Optronics designs and manufactures electro-optical targeting and sighting
systems and various missile components. Major programs of Optronics include:
o Night Vision Binoculars: Optronics is currently under contract to
develop and manufacture these units for the Israeli military. The
Night Vision Binocular is a hand-held viewing binocular that
incorporates an image intensifier tube, laser range finder and digital
compass in a compact lightweight system suited for infantry units,
special forces and night operations involving forward observers and
reconnaissance patrols. The Night Vision Binocular displays range and
azimuth data in the soldier's eyepiece, allowing identification of
targets and providing essential fire support data for nighttime
engagement. These units have a range of 20 to 2,000 meters.
o Gunners' Auxiliary Sight: This is an electro-optical device used as a
primary or backup sighting system on M-1 Abrams battle tanks and
contains a very sophisticated electro-optical train and a laser
protective filter. Optronics has produced more than 2,000 of these
instruments and continues to operate as a repair and retrofit facility
for the M-1A2 upgrade program, which will continue through fiscal
1998, with options through fiscal 2000.
o TOW Optical Sight: Optronics is currently the only U.S. qualified
producer of two of the three critical assemblies in this device. This
complex electro-optical system is the main component of the U.S.'s
premier antitank weapons system.
o TOW Traversing Unit: This unit provides target tracking accuracy for
the TOW antitank weapon, acting as the mount for the TOW Optical Sight
and the associated missile launch tube. Optronics currently is the
only qualified manufacturer of this tightly toleranced assembly, and
currently is working on modification and retrofit programs. Optronics
also has been contracted to modify a version for use by an overseas
customer.
o Day/Night Thermal Sighting System: This system was developed jointly
with the primary contractor. Optronics is a major subcontractor on the
program, currently supplying three of the major assemblies.
o Eye-Safe Laser Range Finder: Optronics competed against the U.S.
Army's historical primary laser supplier for this contract and was
awarded an initial contract for preproduction units. Optronics also is
currently manufacturing a laser range finder/target designator for
airborne use in the MILES AGES program. This effort includes
redesigning the target designator unit to accomodate Optronics' laser
components.
o Missile Components: EOSG originally provided only the primary mirrors
used in the nose-mounted infrared seeker of Sidewinder and Stinger
missiles. Development efforts have resulted in the ability to provide
increased content to include the secondary, tertiary and fold mirrors,
housing and nose dome. The Company is currently under contract to
produce infrared components and subassemblies on many of the
next-generation infrared missile systems.
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DATA SYSTEMS GROUP
DSG consists of DRS Precision Echo, Inc. ("PE"), located in Santa Clara,
California, and DRS Ahead Technology, Inc. ("Ahead Technology"), with locations
in San Jose, California, Plymouth, Minnesota, St. Croix Falls, Wisconsin and
Dassel, Minnesota.
PE manufactures a variety of digital and analog recording systems utilized
for military applications including reconnaissance, ASW and other information
warfare data storage requirements and is a predominant U.S. manufacturer of Hi-8
millimeter military recorders supplied to the U.S. armed forces. PE's products
include:
o AN/USH-42: PE is currently under contract to manufacture these
recording systems for use on the Navy's S-3B ASW aircraft. The
AN/USH-42 will be used to record radar, infrared, bus, navigation and
voice data.
o WRR-818: This ruggedized video recorder uses certain components from
commercial video recording equipment and has been selected for use on
the U.S. Navy's F/A-18 and on the U.S. Air Force's A/OA-10 aircraft.
It also has been selected by the U.S. Army for use in its Kiowa
warrior reconnaissance helicopters. A similar recorder, the WRR-812,
has been adapted for use in the Canadian Army's light armored
reconnaissance vehicles.
Ahead Technology manufactures burnish, glide and test heads used in the
production of computer disk drives. These consumable products are used by many
U.S. disk drive manufacturers to hone the surface and ensure the quality of
magnetic disks used in computer hard drives. In addition, Ahead Technology
specializes in the manufacture and refurbishment of broadcast video and audio
heads, heads used in commercial flight data recorders and heads used in a
variety of industries for reading, writing and verifying data on magnetic cards,
tapes and inks.
CUSTOMERS
A significant portion of the Company's products are sold to agencies of the
U.S. Government, primarily the Department of Defense, to foreign government
agencies or to prime contractors or subcontractors thereof. Approximately 71%,
78% and 84% of total consolidated revenues for fiscal 1997, 1996 and 1995,
respectively, were derived directly or indirectly from defense contracts for end
use by the U.S. Government and its agencies, principally the U.S. Navy. See
"Export Sales" below for information concerning sales to foreign governments.
BACKLOG
The following table sets forth the Company's backlog by major product group
(including enhancements, modifications and related logistics support) at the
dates indicated:
March 31, March 31, March 31,
1997 1996 1995
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Government Products:
U.S. Government ........ $ 85,900,000 $120,000,000 $115,200,000
Foreign Government ..... 23,000,000 21,200,000 8,600,000
------------ ------------ ------------
108,900,000 141,200,000 123,800,000
Commercial Products ....... 9,500,000 4,400,000 2,200,000
------------ ------------ ------------
$118,400,000 $145,600,000 $126,000,000
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"Backlog" refers to the aggregate revenues remaining to be earned at a
specified date under contracts held by the Company, including, for U.S.
Government contracts, the extent of the funded amounts thereunder which have
been appropriated by Congress and allotted to the contract by the procuring
Government agency. Backlog also includes all
-6-
firm orders for commercial products. Fluctuations in backlog generally relate to
the timing and amount of defense contract awards.
At March 31, 1997, the Company's backlog of orders was approximately
$118.4 million compared with $145.6 million at March 31, 1996. The decrease in
backlog was due primarily to shipments of the Company's AN/UYQ-65 display
workstations under a long-term production contract that had been carried in
backlog for the past four years. In addition, there has been a recent shift in
the Company's backlog to include a higher percentage of commercial product
orders and defense contracts for COTS-based systems, both of which favor shorter
lead times. New contract awards of approximately $113.2 million were booked
during the fiscal year ended March 31, 1997. Approximately 80% of the backlog at
March 31, 1997 is expected to result in revenues during fiscal 1998.
RESEARCH AND DEVELOPMENT
The defense electronics sector is subject to rapid technological changes,
and the Company's future success will depend in large part upon its ability to
improve existing product lines and to develop new products and technologies in
the same or related fields. Thus, the Company's technological expertise is an
important factor affecting its growth. A portion of its research and development
activities has taken place in connection with customer-sponsored research and
development contracts. Revenues recorded by the Company for customer-sponsored
research and development were approximately $13,000,000, $12,100,000 and
$18,800,000 for fiscal 1997, 1996 and 1995, respectively. All such
customer-sponsored activities are the result of contracts directly or indirectly
with the U.S. Government. The Company also invests in internal research and
development ("IR&D"). Such expenditures were approximately $3,900,000, $600,000
and $800,000 for fiscal 1997, 1996 and 1995, respectively. The increase in IR&D
expenditures in fiscal 1997 reflects the Company's investment in new technology
and the diversification of its products.
CONTRACTS
The Company's contracts are normally for production, service or
development. Production and service contracts are typically of the fixed-price
variety with development contracts currently of the cost-type variety. Because
of their inherent uncertainties and consequent cost overruns, development
contracts historically have been less profitable than production contracts.
Fixed-price contracts may provide for a firm-fixed price or they may be
fixed-price-incentive contracts. Under the firm-fixed-price contracts, the
Company agrees to perform for an agreed-upon price and, accordingly, derives
benefits from cost savings, but bears the entire risk of cost overruns. Under
the fixed-price-incentive contracts, if actual costs incurred in the performance
of the contracts are less than estimated costs for the contracts, the savings
are apportioned between the customer and the Company. However, if actual costs
under such a contract exceed estimated costs, excess costs are apportioned
between the customer and the Company up to a ceiling. The Company bears all
costs that exceed the ceiling.
Cost-type contracts typically provide for reimbursement of allowable costs
incurred plus a fee (profit). Unlike fixed-price contracts in which the Company
is committed to deliver without regard to performance cost, cost-type contracts
normally obligate the Company to use its best efforts to accomplish the scope of
work within a specified time and a stated contract dollar limitation. In
addition, U.S. Government procurement regulations mandate lower profits for
cost-type contracts because of the Company's reduced risk. Under
cost-plus-incentive-fee contracts, the incentive may be based on cost or
performance. When the incentive is based on cost, the contract specifies that
the Company is reimbursed for allowable incurred costs plus a fee adjusted by a
formula based on the ratio of total allowable costs to target cost. Target cost,
target fee, minimum and maximum fee and adjustment formula are agreed upon when
the contract is negotiated. In the case of performance-based incentives, the
Company is reimbursed for allowable incurred costs plus an incentive, contingent
upon meeting or surpassing stated performance targets. The contract provides for
increases in the fee to the extent that such targets are surpassed and for
decreases to the extent that such targets are not met. In some instances,
incentive contracts also may include a combination of both cost and performance
incentives. Under cost-plus-fixed-fee contracts, the Company is reimbursed for
costs and receives a fixed fee, which is negotiated and specified in the
contract. Such fees have statutory limits.
-7-
The percentages of revenues during fiscal 1997, 1996 and 1995 attributable
to the Company's contracts by contract type were as follows:
Fiscal Years Ended March 31,
---------------------------------------
1997 1996 1995
---- ---- ----
Firm-fixed-price............... 85% 87% 74%
Cost-plus-incentive-fee........ 5% -- 6%
Cost-plus-fixed-fee............ 10% 13% 20%
The consistent percentage and continued predominance of firm-fixed-price
contracts is reflective of the fact that production contracts comprise a
significant portion of the Company's U.S. Government contract portfolio.
The Company negotiates for, and generally receives, progress payments from
its customers of between 75-100% of allowable costs incurred on the previously
described contracts. Included in its reported revenues are certain amounts which
the Company has not billed to customers. These amounts, approximately $3.8
million, $8.7 million and $7.9 million as of March 31, 1997, 1996 and 1995,
respectively, consist of costs and related profits, if any, in excess of
progress payments for contracts on which sales are recognized on a
percentage-of-completion basis.
Under generally accepted accounting principles, all U.S. Government
contract costs, including applicable general and administrative expenses, are
charged to work-in-progress inventory and are written off to costs and expenses
as revenues are recognized. The Federal Acquisition Regulations ("FAR"),
incorporated by reference in U.S. Government contracts, provide that internal
research and development costs are allowable general and administrative
expenses. To the extent that general and administrative expenses are included in
inventory, research and development costs also are included. Unallowable costs,
pursuant to the FAR, have been excluded from costs accumulated on U.S.
Government contracts. Work-in-process inventory included general and
administrative costs (which include internal research and development costs) of
$9.4 million and $9.9 million at March 31, 1997 and 1996, respectively.
All domestic defense contracts and subcontracts to which the Company is a
party are subject to audit, various profit and cost controls, and standard
provisions for termination at the convenience of the customer. Multi-year U.S.
Government contracts and related orders are subject to cancellation if funds for
contract performance for any subsequent year become unavailable. In addition, if
certain technical or other program requirements are not met in the developmental
phases of the contract, then the follow-on production phase may not be realized.
Upon termination other than for a contractor's default, the contractor normally
is entitled to reimbursement for allowable costs, but not necessarily all costs,
and to an allowance for the proportionate share of fees or earnings for the work
completed. Foreign defense contracts generally contain comparable provisions
relating to termination at the convenience of the foreign government.
COMPETITION
The defense electronics sector is characterized by rapid technological
change. The Company's products are sold in markets containing a number of
competitors which are substantially larger than the Company, devote
substantially greater resources to research and development and generally have
greater financial resources. Certain of such competitors also are customers of
and suppliers to the Company. The extent of competition for any single project
generally varies according to the complexity of the product and the dollar
volume of the anticipated award. The Company believes that it competes on the
basis of the performance of its products, its reputation for prompt and
responsive contract performance, and its accumulated technical knowledge and
expertise. The Company's future success will depend in large part upon its
ability to improve existing product lines and to develop new products and
technologies in the same or related fields.
In the military sector, the Company competes with many large and mid-tier
defense contractors on the basis of product performance, cost, overall value,
delivery and reputation. As the size of the overall defense industry has
decreased in recent years, there has been an increase in the number of
consolidations and mergers of defense suppliers, and this trend is expected to
continue. As the industry consolidates, the large defense contractors are
narrowing their
-8-
supplier base and awarding increasing portions of projects to strategic mid- and
lower-tier suppliers, and, in the process, are becoming oriented more toward
system integration and assembly. Management believes that the Company has
benefitted from this trend, as evidenced by the formation of strategic alliances
with several large suppliers.
PATENTS
The Company has patents on certain of its commercial and data recording
products. The Company does not believe patent protection to be significant to
its current operations; however, future products and programs may generate the
need for patent protection. Similarly, the Company and its subsidiaries have
certain registered trademarks, none of which are considered significant to
current operations. Further, the Company does not believe that the loss or
impairment, or expiration of any existing patents would have a material effect
on the Company's financial position or future results of operations.
MANUFACTURING AND SUPPLIERS
The Company's manufacturing process for its products, excluding optical
products, consists primarily of the assembly of purchased components and testing
of the product at various stages in the assembly process. Purchased components
include integrated circuits, circuit boards, sheet metal fabricated into
cabinets, resistors, capacitors, semiconductors, silicon wafers and other
conductive materials, insulated wire and cables. In addition, many of the
Company's products use machined castings and housings, motors and recording and
reproducing heads. Many of the purchased components are fabricated to Company
designs and specifications. The manufacturing process for the Company's optics
products includes the grinding, polishing and coating of various optical
materials and machining of metal components.
Although materials and purchased components generally are available from a
number of different suppliers, several suppliers are the Company's sole source
of certain components. If a supplier should cease to deliver such components,
other sources probably would be available; however, added cost and manufacturing
delays might result. The Company has not experienced significant production
delays attributable to supply shortages, but occasionally experiences quality
and other related problems with respect to certain components, such as
semiconductors and connectors. In addition, with respect to the Company's
optical products, certain exotic materials, such as germanium, zinc sulfide and
cobalt, may not always be readily available.
EXPORT SALES
The Company currently sells several of its products and services in the
international marketplace to countries such as Canada, Germany, Israel, Norway,
the Republic of China and Spain. Foreign sales are derived under export licenses
granted on a case-by-case basis by the United States Department of State. The
Company's foreign contracts generally are payable in United States dollars.
Export sales were less than 10% of total revenues in each of the fiscal years in
the three-year period ended March 31, 1997.
EXECUTIVE OFFICERS OF THE REGISTRANT
The names of the executive officers of the Company, their positions and
offices with the Company, and their ages are set forth below:
NAME POSITIONS WITH THE COMPANY AGE
- ---- -------------------------- ---
Mark S. Newman ................ Chairman of the Board, President, Chief Executive Officer 47
and Director
Nancy R. Pitek ................ Vice President, Finance, Treasurer and Secretary 40
Paul G. Casner, Jr. ........... Vice President; President of DRS Electronic Systems Group 59
-9-
NAME POSITIONS WITH THE COMPANY AGE
- ---- -------------------------- ---
Stuart F. Platt ............... Vice President and Director; President of DRS Data Systems Group 63
Richard Ross .................. Vice President; President of DRS Electro-Optical Systems Group 42
Mark S. Newman has been employed by the Company since 1973, was named Vice
President, Finance, Chief Financial Officer and Treasurer in 1980 and Executive
Vice President in 1987. Mr. Newman became a Director of the Company in 1988. In
May 1994, Mr. Newman became the President and Chief Executive Officer of the
Company and in August 1995 became Chairman of the Board.
Nancy R. Pitek joined the Company in 1984 as Manager of Accounting. She
became Assistant Controller in 1985 and Director of Internal Audit in 1988. Ms.
Pitek became Director of Corporate Finance in 1990 and Controller in 1993. In
May 1994, she was appointed to the position of Treasurer and in August 1995
became Secretary. Ms. Pitek was named Vice President, Finance in May 1996.
Paul G. Casner, Jr. joined the Company in 1993 as President of Technology
Applications and Service Company ("TAS", now DRS Electronic Systems, Inc.). In
1994, he also became President of the DRS Electronic Systems Group and a Vice
President of the Company. Mr. Casner has over 30 years of experience in the
defense electronics industry and has held positions in engineering, marketing
and general management. He was the president of TAS prior to its acquisition by
the Company.
Stuart F. Platt has been a Director of the Company since 1991 and became
the President of DRS Precision Echo, Inc. in July 1992. He was named Vice
President of the Company in May 1994 and also serves as President of the DRS
Data Systems Group. Rear Admiral Platt held various high level positions as a
military officer in the Department of the Navy, retiring as Competition Advocate
General of the Navy in 1987.
Richard Ross was employed by the Company as Assistant Vice President and
Director of Sales in 1986 and Assistant Vice President, Corporate Development in
1987. In 1988, he became a Vice President of the Company, and in 1990, he became
President of DRS Photronics, Inc. Mr. Ross also serves as President of the DRS
Electro-Optical Systems Group.
EMPLOYEES
As of March 31, 1997, the Company employed 1,107 employees. None of the
Company's employees are represented by labor unions, and the Company has
experienced no work stoppages. There is a continuing demand for qualified
technical personnel, and the Company believes that its future growth and success
will depend upon its ability to attract, train and retain such personnel.
ITEM 2. PROPERTIES
The Company leases the following properties:
-10-
Subsidiary
or Approximate
Division Location Activities Square footage Expiration
------------ -------- ---------- -------------- ----------
Corporate
- ---------
DRS Technologies, Inc. Parsippany, New Jersey Corporate Headquarters 6,000 Fiscal 2001
DRS Technologies, Inc. Arlington, Virginia Administrative and 2,000 Fiscal 2000
Marketing
ESG
- ----
DRS Electronic Systems, Gaithersburg, Maryland Administrative, 40,000 Fiscal 2000
Inc. Engineering and
Manufacturing
DRS Laurel Technologies Johnstown, Pennsylvania Administrative and 38,000 Fiscal 1999
Manufacturing
DRS Laurel Technologies North Davidsville, Manufacturing 28,000 Fiscal 1998
Pennsylvania
DRS Technical Services, San Diego, California Engineering Support 5,000 Fiscal 2000
Inc. Services
DRS Technical Services Chesapeake, Virginia Field Service and 15,000 Fiscal 2005
Division Engineering Support
DRS Medical Systems Mahwah, New Jersey Administrative, 8,400 Fiscal 1998
Engineering and
Manufacturing
EOSG
- ----
DRS Photronics, Inc. Oakland, New Jersey Administrative and 25,400 Fiscal 1999
Engineering
DRS Optronics, Inc. Palm Bay, Florida Administrative, 54,000 Fiscal 2006
Engineering and
Manufacturing
DSG
- ---
DRS Precision Echo, Inc. Santa Clara, California Administrative, 55,000 Fiscal 2001
Engineering and
Manufacturing
DRS Ahead Technology, Inc. San Jose, California Administrative, 32,000 Fiscal 2001
Product Development and
Manufacturing
DRS Ahead Technology, Inc. Plymouth, Minnesota Administrative and 13,700 Fiscal 2003
Manufacturing
DRS Ahead Technology, Inc. St. Croix Falls, Wisconsin Administrative and 24,000 Fiscal 2000
Manufacturing
DRS Ahead Technology, Inc. Dassel, Minnesota Administrative and 23,100 Fiscal 2002
Manufacturing
DRS Ahead Technology, Inc. Bloomington, Illinois Manufacturing 5,400 Fiscal 2000
The Company leases the Oakland, New Jersey building from LDR Realty Co., a
partnership wholly-owned by Leonard Newman and David E. Gross, co-founders of
the Company. The Company believes that this lease was consummated on terms no
less favorable than those that could have been obtained by the Company from an
unrelated third party in a transaction negotiated on an arms-length basis.
The Company owns a 45,000 square foot building at 270 Motor Parkway,
Hauppauge, New York, which currently houses a portion of Photronics'
administrative, engineering and manufacturing operations. See Note 6 of Notes to
Consolidated Financial Statements.
-11-
Management believes that all of the Company's facilities are in good
condition, adequate for their intended use and sufficient for the Company's
immediate needs. It is not certain as to whether the Company will negotiate new
leases as existing leases expire. Determinations to that effect will be made as
existing leases approach expiration and will be based on an assessment of the
Company's capacity requirements at that time. Further, the Company believes that
it can obtain additional space, if necessary, based on prior experience and
current real estate market conditions.
ENVIRONMENTAL PROTECTION
The Company believes that its manufacturing operations and properties are
in material compliance with existing federal, state and local provisions enacted
or adopted to regulate the discharge of materials into the environment or
otherwise protect the environment. Such compliance has been achieved without
material effect on the Company's earnings or competitive position.
ITEM 3. LEGAL PROCEEDINGS
The Company is a party to various legal actions and claims arising in the
ordinary course of its business. In the Company's opinion, the Company has
adequate legal defenses for each of the actions and claims and believes that
their ultimate disposition will not have a material adverse effect on the
Company's consolidated financial position or results of operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year ended March 31, 1997.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company has not paid any cash dividends since 1976. The Company intends
to retain future earnings for use in its business and does not expect to declare
cash dividends on its Common Stock in the foreseeable future. The indentures
relating to the Company's 8 1/2% Convertible Subordinated Debentures and 9%
Senior Subordinated Convertible Debentures and the Company's bank lines of
credit restrict the Company's ability to pay dividends or make other
distributions on its Common Stock. See Note 6 of Notes to Consolidated Financial
Statements for information concerning restrictions on the declaration or payment
of dividends. Any future declaration of dividends will be subject to the
discretion of the Board of Directors of the Company. The timing, amount and form
of any future dividends will depend, among other things, on the Company's
results of operations, financial condition, cash requirements, plans of
expansion and other factors deemed relevant by the Board of Directors.
The information required by this item with respect to the market prices for
the Company's common equity securities is incorporated herein by reference to
page 38 of the DRS 1997 Annual Report (for the fiscal year ended March 31,
1997.)
ITEM 6. SELECTED FINANCIAL DATA
The information required by this item is incorporated by reference herein
to page 16 of the DRS 1997 Annual Report (for the fiscal year ended March 31,
1997).
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The information required by this item is incorporated by reference herein
to pages 17 through 21 of the DRS 1997 Annual Report (for the fiscal year ended
March 31, 1997).
-12-
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this item is incorporated by reference herein
to pages 22 through 38 of the DRS 1997 Annual Report (for the fiscal year ended
March 31, 1997).
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
The information required by Items 10. thorough 13. of this Part is
incorporated herein by reference to the Definitive Proxy Statement of the
Company, dated June 27, 1997, for the 1997 Annual Meeting of Stockholders.
Reference also is made to the information under "Executive Officers of the
Registrant" in Part I of this report.
-13-
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Documents filed as part of this report
1. Financial Statements
The following financial statements of Diagnostic/Retrieval Systems,
Inc. and subsidiaries d.b.a. DRS Technologies, Inc. have been
incorporated by reference to the DRS 1997 Annual Report (for the
fiscal year ended March 31, 1997), pursuant to Item 8 of this report:
1997 Annual
Report Page(s)
--------------
Independent Auditors' Report ........................... 38
Consolidated Balance Sheets -
March 31, 1997 and 1996 ................................ 22
Consolidated Statements of Earnings -
Years Ended March 31, 1997, 1996 and 1995 ............. 23
Consolidated Statements of Stockholders' Equity -
Years Ended March 31, 1997, 1996 and 1995 ............. 23
Consolidated Statements of Cash Flows -
Years Ended March 31, 1997, 1996 and 1995 ............. 24
Notes to Consolidated Financial Statements.............. 25
2. Financial Statement Schedules
See Appendix A hereto.
3. Exhibits
Incorporated by reference to the Exhibit Index at the end of this
report.
(b) Reports on Form 8-K
There were no Form 8-K's filed during the fourth quarter of the fiscal
year ending March 31, 1997.
-14-
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act
of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
DIAGNOSTIC/RETRIEVAL SYSTEMS, INC.
(d.b.a. DRS Technologies, Inc.)
Dated: June 27, 1997
/s/ MARK S. NEWMAN
-----------------------------------------
Mark S. Newman, Chairman of the Board,
President 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/ MARK S. NEWMAN Chairman of the Board, President, June 27, 1997
- ------------------------------------ Chief Executive Officer and Director
Mark S. Newman
/s/ NANCY R. PITEK Vice President, Finance, June 27, 1997
- ------------------------------------ Treasurer and Secretary
Nancy R. Pitek
/s/ STUART F. PLATT Vice President, President of DRS Data June 27, 1997
- ------------------------------------ Systems Group and Director
Stuart F. Platt
/s/ IRA ALBOM
- ------------------------------------ Director June 27, 1997
Ira Albom
/s/ THEODORE COHN
- ------------------------------------ Director June 27, 1997
Theodore Cohn
/s/ DONALD C. FRASER
- ------------------------------------ Director June 27, 1997
Donald C. Fraser
/s/ WILLIAM F. HEITMANN
- ------------------------------------ Director June 27, 1997
William F. Heitmann
/s/ MARK N. KAPLAN
- ------------------------------------ Director June 27, 1997
Mark N. Kaplan
/s/ JACK RACHLEFF
- ------------------------------------ Director June 27, 1997
Jack Rachleff
-15-
Appendix A
DIAGNOSTIC/RETRIEVAL SYSTEMS, INC. AND SUBSIDIARIES
D.B.A. DRS TECHNOLOGIES, INC.
INDEX
Independent Auditors Report
Financial Statement Schedules
Schedule II -- Valuation and Qualifying Accounts
All other financial statement schedules have been omitted because they are
either not required, not applicable or the required information is shown in the
consolidated financial statements or the notes thereto.
-16-
INDEPENDENT AUDITORS' REPORT ON CONSOLIDATED
FINANCIAL STATEMENT SCHEDULE
The Board of Directors and Stockholders
Diagnostic/Retrieval Systems, Inc. d.b.a. DRS Technologies, Inc.:
Under date of May 9, 1997, we reported on the consolidated balance sheets of
Diagnostic/Retrieval Systems, Inc. and subsidiaries d.b.a. DRS Technologies,
Inc. as of March 31, 1997 and 1996, and the related consolidated statements of
earnings, stockholders' equity and cash flows for each of the years in the
three-year period ended March 31, 1997, as contained in the 1997 Annual Report
to stockholders. These consolidated financial statements and our report thereon
are incorporated by reference in the Annual Report on Form 10-K for the fiscal
year 1997. In connection with our audits of the aforementioned consolidated
financial statements we also have audited the related consolidated financial
statement schedule as listed in the accompanying index. The consolidated
financial statement schedule is the responsibility of the Company's management.
Our responsibility is to express an opinion on the consolidated financial
statement schedule based on our audits.
In our opinion, such consolidated financial statement schedule, when considered
in relation to the basic consolidated financial statements taken as a whole,
presents fairly, in all material respects, the information set forth therein.
KPMG Peat Marwick LLP
Short Hills, New Jersey
May 9, 1997
-17-
DIAGNOSTIC/RETRIEVAL SYSTEMS, INC. AND SUBSIDIARIES
d.b.a. DRS Technologies, Inc.
Schedule II. Valuation and Qualifying Accounts
Years Ended March 31, 1997, 1996 and 1995
- ------------------------------------------------------------------------------------------------------------------------------------
Col. A Col. B Col. C Col. D Col. E
- ------------------------------------------------------------------------------------------------------------------------------------
Description Balance at Additions (a) (f) Deductions (b) (f) Balance at
Beginning of ------------------------------ ------------------------------- End of
Period (1) (2) (1) (2) Period
Charged to Charged to Credited to Credited to
Costs and Other Costs and Other
Expenses Accounts- Expenses Accounts-
Describe Describe
- ----------------------------------------------------------------------------------------------------------------------------------
INVENTORY RESERVE
Year ended March 31, 1997 $1,069,000 $ 44,000 $2,166,000 (c) $ 400,000 $2,138,000 (e) $ 741,000
---------- ---------- ---------- ---------- ---------- ----------
Year ended March 31, 1996 $1,400,000 $ 670,000 $2,139,000 (c) $ 8,000 $3,132,000 (e) $1,069,000
---------- ---------- ---------- ---------- ---------- ----------
Year ended March 31, 1995 $2,409,000 $ 439,000 $ 536,000 (c) $ 83,000 $1,901,000 (e) $1,400,000
---------- ---------- ---------- ---------- ---------- ----------
LOSSES & FUTURE COSTS
ACCRUED ON UNCOMPLETED
CONTRACTS
Year ended March 31, 1997 $3,850,000 $1,564,000 $ 16,000 (c) $1,060,000 $2,166,000 (d) $2,204,000
---------- ---------- ---------- ---------- ---------- ----------
Year ended March 31, 1996 $4,555,000 $2,026,000 $ 353,000 (c) $ 945,000 $2,139,000 (d) $3,850,000
---------- ---------- ---------- ---------- ---------- ----------
Year ended March 31, 1995 $3,214,000 $2,168,000 $ -- $ 291,000 $ 536,000 (d) $4,555,000
---------- ---------- --------- ---------- ---------- ----------
OTHER
Year ended March 31, 1997 $ 0 $ -- $ -- $ -- $ -- $ 0
---------- ---------- --------- ---------- ---------- ----------
Year ended March 31, 1996 $ 290,000 $ -- $ -- $ 290,000 $ -- $ 0
---------- ---------- --------- ---------- ---------- ----------
Year ended March 31, 1995 $ 290,000 $ -- $ -- $ -- $ -- $ 290,000
---------- ---------- --------- ---------- ---------- ----------
(a) Represents, on a full-year basis, net credits to reserve accounts.
(b) Represents, on a full-year basis, net charges to reserve accounts.
(c) Represents amounts reclassified from related reserve accounts.
(d) Represents amounts reclassified to related reserve accounts.
(e) Represents amounts utilized and credited to related asset accounts.
(f) Certain items in fiscal 1996 and 1995 have been reclassified to conform
to the fiscal 1997 presentation.
-18-
EXHIBIT INDEX
Certain of the following exhibits, designated with an asterisk (*) are filed
herewith. Certain of the following exhibits, designated with a "P", are being
filed on paper, pursuant to a hardship exemption under Rule 202 of Regulation
S-T. The exhibits not so designated have been previously filed with the
Commission and are incorporated herein by reference to the documents indicated
in brackets following the descriptions of such exhibits.
Page No.
Exhibit No. Description Of Paper Filing
- ---------- ----------- ---------------
3.1 -- Restated Certificate of Incorporation of the Company [Registration
Statement No. 2-70062-NY, Amendment No. 1, Exhibit 2(a)]
3.2 -- Certificate of Amendment of the Restated Certificate of Incorporation of
the Company, as filed July 7, 1983 [Registration Statement on Form 8-A of
the Company, dated July 13, 1983, Exhibit 2.2]
3.3 -- Composite copy of the Restated Certificate of Incorporation of the
Company, as amended [Registration Statement No. 2-85238, Exhibit 3.3]
3.4 -- Amended and Restated Certificate of Incorporation of the Company, as
filed April 1, 1996 [Registration Statement No. 33-64641, Post-Effective
Amendment No. 1, Exhibit 3.4]
3.5 -- By-laws of the Company, as amended to November 7, 1994 [Form 10-K, fiscal
year ended March 31, 1995, File No. 1-8533, Exhibit 3.4]
3.6 -- Certificate of Amendment of the Certificate of Incorporation of
Precision Echo Acquisition Corp., as filed March 10, 1995 [Form 10-K,
fiscal year ended March 31, 1995, File No. 1-8533, Exhibit 3.5]
3.7 -- Form of Advance Notice By-Laws of the Company [Form 10-Q, quarter ended
December 31, 1995, File No. 1-8533, Exhibit 3]
3.8 -- Amended and Restated By-Laws of the Company, as of April 1, 1996
[Registration Statement No. 33-64641, Post-Effective Amendment No. 1,
Exhibit 3.8]
4.1 -- Indenture, dated as of September 22, 1995, between the Company and The
Trust Company of New Jersey, as Trustee, in respect of the Company's 9%
Senior Subordinated Convertible Debentures Due 2003 [Registration Statement
No.33-64641, Amendment No. 1, Exhibit 4.1]
4.2 -- Form of 9% Senior Subordinated Convertible Debenture Due 2003 (included
as part of Exhibit 4.1)[Registration Statement No.33-64641, Amendment No.
1, Exhibit 4.2]
-19-
4.3 -- Registration Rights Agreement, dated as of September 22, 1995 between the
Company and Forum Capital Markets L.P.[Registration Statement No.33-64641,
Amendment No. 1, Exhibit 4.3]
4.4 -- Indenture, dated as of August 1, 1983, between the Company and Bankers
Trust Company, as Trustee [Form 10-Q, quarter ended September 30, 1983,
File No. 1-8533, Exhibit 4.2]
4.5 -- Indenture of Trust, dated December 1, 1991, among Suffolk County
Industrial Development Agency, Manufacturers and Traders Trust Company, as
Trustee and certain bondholders [Form 10-K, fiscal year ended March 31,
1992, File No. 1-8533, Exhibit 4.2]
4.6 -- Reimbursement Agreement, dated December 1, 1991, among Photronics Corp.,
the Company and Morgan Guaranty Trust Company of New York [Form 10-K,
fiscal year ended March 31, 1992, File No. 1-8533, Exhibit 4.3]
4.7 -- Registration Rights Agreement, dated as of March 27, 1996, by and
between the Company and Palisade Capital Management L.L.C., acting as
investment adviser to the accounts named therein [Registration Statement
No. 33-64641, Post-Effective Amendment No. 1, Exhibit 4.7]
4.8 -- First Supplemental Indenture, dated as of April 1, 1996, to Indenture,
dated as of September 22, 1995, between the Company and The Trust Company
of New Jersey, as Trustee [Registration Statement No. 33-64641,
Post-Effective Amendment No. 1, Exhibit 4.8]
4.9 -- First Supplemental Indenture, dated as of April 1, 1996, to Indenture,
dated as of August 1, 1983, between the Company and Bankers Trust Company,
as Trustee [Registration Statement No. 33-04929, Exhibit 4.9]
10.1 -- Stock Purchase Agreement, dated as of August 6, 1993, among TAS
Acquisition Corp., Technology Applications and Service Company, Paul G.
Casner, Jr. and Terrence L. DeRosa [Form 10-Q, quarter ended December 31,
1993, File No. 1-8533, Exhibit 6(a)(1)]
10.2 -- Waiver Letter, dated as of September 30, 1993, among TAS Acquisition
Corp., Technology Applications and Service Company, Paul G. Casner, Jr. and
Terrence L. DeRosa [Form 10-Q, quarter ended December 31, 1993, File No.
1-8533, Exhibit 6(a)(2)]
10.3 -- Joint Venture Agreement, dated as of November 3, 1993, by and between
DRS Systems Management Corporation and Laurel Technologies, Inc. [Form
10-Q, quarter ended December 31, 1993, File No. 1-8533, Exhibit
6(a)(3)]
-20-
10.4 -- Waiver Letter, dated as of December 13, 1993, by and between DRS Systems
Management Corporation and Laurel Technologies, Inc. [Form 10-Q, quarter
ended December 31, 1993, File No. 1-8533, Exhibit 6(a)(4)]
10.5 -- Partnership Agreement, dated December 13, 1993, by and between DRS
Systems Management Corporation and Laurel Technologies, Inc. [Form 10-Q,
quarter ended December 31, 1993, File No. 1-8533, Exhibit 6(a)(5)]
10.6 -- Lease, dated June 28, 1979, between the Company and J.L. Williams & Co.,
Inc. ("Williams") [Registration Statement No. 2-70062-NY, Exhibit
9(b)(4)(i)]
10.7 -- Lease, dated as of June 1, 1983, between LDR Realty Co. and the Company
[Form 10-K, fiscal year ended March 31, 1984, File No. 1-8533, Exhibit 10.7]
10.8 -- Renegotiated Lease, dated June 1, 1988, between LDR Realty Co. and the
Company [Form 10-K, fiscal year ended March 31, 1989, File No. 1-8533,
Exhibit 10.8]
10.9 -- Lease, dated July 20, 1988, between Precision Echo, Inc. and Bay 511
Corporation [Form 10-K, fiscal year ended March 31, 1991, File No. 1-8533,
Exhibit 10.9]
10.10 -- Amendment to Lease, dated July 1, 1993, between Precision Echo, Inc.
and Bay 511 Corporation [Form 10-K, fiscal year ended March 31, 1994, File
No. 1-8533, Exhibit 10.12]
10.11 -- Second Amendment to Lease, dated October 17, 1995 between Precision
Echo, Inc. and Bay 511 Corporation [Registration Statement No.33-64641,
Amendment No. 1, Exhibit 10.11]
10.12 -- Lease Modification Agreement, dated February 22, 1994, between
Technology Applications and Service Company and Atlantic Real Estate
Partners II [Form 10-K, fiscal year ended March 31, 1994, File No. 1-8533,
Exhibit 10.13]
10.13 -- Amendment to Lease Modification, dated June 1, 1994, between Technology
Applications and Service Company and Atlantic Estate Partners II [Form
10-K, fiscal year ended March 31, 1995, File No. 1-8533, Exhibit 10.11]
10.14 -- Triple Net Lease, dated October 22, 1991, between Technology
Applications and Service Company and Marvin S. Friedberg [Form 10-K, fiscal
year ended March 31, 1994, File No. 1-8533, Exhibit 10.14]
10.15 -- Lease, dated November 10, 1993, between DRS Systems Management Corp.
and Skateland Roller Rink, Inc. [Form 10-K, fiscal year ended March 31,
1994, File No. 1-8533, Exhibit 10.17]
10.16 -- Lease, dated March 23, 1992, between Ahead Technology Corporation and
Vasona Business Park [Form 10-K, fiscal year ended March 31, 1995, File No.
1-8533, Exhibit 10.15]
-21-
10.17 -- Amendment to Lease, dated May 21, 1992, between Ahead Technology
Corporation and Vasona Business Park [Form 10-K, fiscal year ended March
31, 1995, File No. 1-8533, Exhibit 10.16]
10.18 -- Revision to Lease Modification, dated August 25, 1992, between Ahead
Technology Corporation and Vasona Business Park [Form 10-K, fiscal year
ended March 31, 1995, File No. 1-8533, Exhibit 10.17]
10.19 -- Lease, dated January 13, 1995, between the Company and Sammis New
Jersey Associates [Form 10-K, fiscal year ended March 31, 1995, File No.
1-8533, Exhibit 10.18]
10.20 -- Lease, dated April 3, 1996, by and between the Company and Los Alamos
Economic Development Corporation [Form 10-K, fiscal year ended March 31,
1996, File No. 1-8533, Exhibit 10.20]
10.21 -- 1991 Stock Option Plan of the Company [Registration Statement No.
33-42886, Exhibit 28.1]
10.22 -- Contract No. N00024-92-C-6102, dated September 28, 1992, between the
Company and the Navy [Form 10-K, fiscal year ended March 31, 1993, File No.
1-8533, Exhibit 10.45]
10.23 -- Modification No. P00005, dated August 24, 1994, to Contract No.
N00024-92-C-6102 [Form 10-K, fiscal year ended March 31, 1995, File No.
1-8533, Exhibit 10.22]
10.24 -- Modification No. P00006, dated September 7, 1994, to Contract No.
N00024-92-C6102 [Form 10-K, fiscal year ended March 31, 1995, File No.
1-8533, Exhibit 10.23]
10.25 -- Contract No. N00024-92-C-6308, dated April 1, 1992, between the Company
and the Navy [Form 10-K, fiscal year ended March 31, 1993, File No. 1-8533,
Exhibit 10.46]
10.26 -- Modification No. P00001, dated July 30, 1992, to Contract No.
N00024-92-C-6308 [Form 10-K, fiscal year ended March 31, 1993, File No.
1-8533, Exhibit 10.47]
10.27 -- Modification No. P00002, dated September 25, 1992, to Contract No.
N00024-92-C-6308 [Form 10-K, fiscal year ended March 31, 1993, File No.
1-8533, Exhibit 10.48]
10.28 -- Modification No. P00003, dated October 22, 1992, to Contract No.
N00024-92-C-6308 [Form 10-K, fiscal year ended March 31, 1993, File No.
1-8533, Exhibit 10.49]
10.29 -- Modification No. P00004, dated February 24, 1993, to Contract No.
N00024-92-C-6308 [Form 10-K, fiscal year ended March 31, 1993, File No.
1-8533, Exhibit 10.50]
10.30 -- Modification No. P00005, dated June 11, 1993, to Contract No.
N00024-92-C-6308 [Form 10-K, fiscal year ended March 31, 1994, File No.
1-8533, Exhibit 10.26]
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10.31 -- Modification No. P00006, dated March 26, 1993, to Contract No.
N00024-92-C-6308 [Form 10-K, fiscal year ended March 31, 1993, File No.
1-8533, Exhibit 10.51]
10.32 -- Modification No. P00007, dated May 3, 1993, to Contract No.
N00024-92-C-6308 [Form 10-K, fiscal year ended March 31, 1994, File No.
1-8533, Exhibit 10.28]
10.33 -- Modification No. PZ0008, dated June 11, 1993, to Contract No.
N00024-92-C-6302 [Form 10-K, fiscal year ended March 31, 1994, File No.
1-8533, Exhibit 10.29]
10.34 -- Contract No. N39998-94-C-2228, dated November 30, 1993, between the
Company and the Navy [Form 10-K, fiscal year ended March 31, 1994, File No.
1-8533, Exhibit 10.30]
10.35 -- Order No. 87KA-SG-51484, dated December 10, 1993, under Contract No.
N00024-93-G-6336, between the Company and Westinghouse Electric Corporation
Oceanic Division [Form 10-K, fiscal year ended March 31, 1994, File No.
1-8533, Exhibit 10.31]
10.36 -- Purchase Order Change Notice Order No. 87KA-SX-51484-P, dated April 21,
1994, under Contract No. N00024-93-G-6336, between the Company and
Westinghouse Electric Corporation Oceanic Division [Form 10-K, fiscal year
ended March 31, 1995, File No. 1-8533, Exhibit 10.35]
10.37 -- Letter Subcontract No. 483901(L), dated February 18, 1994, under
Contract No. N00024-94-D-5204, between the Company and Unisys Government
Systems Group [Form 10-K, fiscal year ended March 31, 1994, File No.
1-8533, Exhibit 10.32]
10.38 -- Subcontract No. 483901(D), dated June 24, 1994, under Contract No.
N00024-94-D-5204, between the Company and Unisys Corporation Government
Systems Group [Form 10-K, fiscal year ended March 31, 1995, File No.
1-8533, Exhibit 10.37]
10.39 -- Contract No. N00019-90-G-0051, dated March 1, 1990, between Precision
Echo, Inc. and the Navy [Form 10-K, fiscal year ended March 31, 1994, File
No. 1-8533, Exhibit 10.35]
10.40 -- Amendment 1A, dated February 26, 1992, to Contract No. N00019-90-G-0051
[Form 10-K, fiscal year ended March 31, 1994, File No. 1-8533, Exhibit 10.36]
10.41 -- Amendment 1B, dated April 23, 1993, to Contract No. N00019-90-G-0051
[Form 10-K, fiscal year ended March 31, 1994, File No. 1-8533, Exhibit 10.37]
10.42 -- Contract No. N00019-93-C-0041, dated January 29, 1993, between
Photronics Corp. and the Navy [Form 10-K, fiscal year ended March 31, 1993,
File No. 1-8533, Exhibit 10.54]
10.43 -- Modification No. P00001, dated March 29, 1993, to Contract No.
N00019-93-C-0041 [Form 10-K, fiscal year ended March 31, 1994, File No.
1-8533, Exhibit 10.39]
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10.44 -- Modification No. PZ0002, dated November 12, 1993, to Contract No.
N00019-93-C-0041 [Form 10-K, fiscal year ended March 31, 1994, File No.
1-8533, Exhibit 10.40]
10.45 -- Modification No. P00003, dated February 1, 1994, to Contract No.
N00019-93-C-0041 [Form 10-K, fiscal year ended March 31, 1994, File No.
1-8533, Exhibit 10.41]
10.46 -- Modification No. P00004, dated January 29, 1993, to Contract No.
N00019-93-C-0041 [Registration Statement No.33-64641, Amendment
No. 1, Exhibit 10.46]
10.47 -- Modification No. P00005, dated January 29, 1993, to Contract No.
N00019-93-C-0041 [Registration Statement No.33-64641, Amendment
No. 1, Exhibit 10.47]
10.48 -- Modification No. P00006, dated March 20, 1996, to Contract No.
N00019-93-C-0041 [Form 10-K, fiscal year ended March 31, 1996, File No.
1-8533, Exhibit 10.48]
10.49 -- Contract No. N00019-93-C-0202, dated August 30, 1993, between
Photronics Corp. and the Navy [Form 10-K, fiscal year ended March 31, 1994,
File No. 1-8533, Exhibit 10.42]
10.50 -- Modification No. P00001, dated March 30, 1994, to Contract No.
N00019-93-C-0202 [Form 10-K, fiscal year ended March 31, 1994, File No.
1-8533, Exhibit 10.43]
10.51 -- Modification No. P00002, dated April 29, 1994, to Contract No.
N00019-93-C-0202 [Form 10-K, fiscal year ended March 31, 1994, File No.
1-8533, Exhibit 10.44]
10.52 -- Modification No. P00003, dated August 9, 1994, to Contract No.
N00019-93-C-0202 [Form 10-K, fiscal year ended March 31, 1995, File No.
1-8533, Exhibit 10.55]
10.53 -- Modification No. P00004, dated March 30, 1994, to Contract No.
N00019-93-C-0202 [Form 10-K, fiscal year ended March 31, 1995, File No.
1-8533, Exhibit 10.56]
10.54 -- Modification No. P00005, dated August 30, 1993, to Contract No.
N00019-93-C-0202 [Registration Statement No.33-64641, Amendment
No. 1, Exhibit 10.53]
10.55 -- Modification No. P00006, dated August 30, 1993, to Contract No.
N00019-93-C-0202 [Registration Statement No.33-64641, Amendment
No. 1, Exhibit 10.54]
10.56 -- Contract No. N00024-93-C-5204, dated November 18, 1992, between
Technology Applications and Service Company and the Navy [Form 10-K, fiscal
year ended March 31, 1994, File No. 1-8533, Exhibit 10.53]
10.57 -- Modification No. P00001, dated May 6, 1993, to Contract No.
N00024-93-C-5204 [Form 10-K, fiscal year ended March 31, 1994, File No.
1-8533, Exhibit 10.54]
-24-
10.58 -- Modification No. P00002, dated August 24, 1993, to Contract No.
N00024-93-C-5204 [Form 10-K, fiscal year ended March 31, 1994, File No.
1-8533, Exhibit 10.55]
10.59 -- Modification No. PZ0003, dated September 30, 1993, to Contract No.
N00024-93-C-5204 [Form 10-K, fiscal year ended March 31, 1994, File No.
1-8533, Exhibit 10.56]
10.60 -- Contract No. N00174-94-D-0006, dated February 17, 1994, between
Technology Applications & Service Company and the Navy [Form 10-K, fiscal
year ended March 31, 1994, File No. 1-8533, Exhibit 10.57]
10.61 -- Modification No. P00001, dated March 7, 1994, to Contract No.
N00174-94-D-0006 [Form 10-K, fiscal year ended March 31, 1994, File No.
1-8533, Exhibit 10.58]
10.62 -- Modification No. P00003, dated May 19, 1994, to Contract No.
N00174-94-D-0006 [Form 10-K, fiscal year ended March 31, 1994, File No.
1-8533, Exhibit 10.59]
10.63 -- Purchase Order No. 2285, dated June 6, 1994, between Photronics Corp.
and International Precision Products N.V. [Form 10-K, fiscal year ended
March 31, 1995, File No. 1-8533, Exhibit 10.73]
10.64 -- Amendment No. 1, dated January 30, 1996, to Purchase Order No. 2285
[Form 10-K, fiscal year ended March 31, 1996, File No. 1-8533, Exhibit
10.64]
10.65 -- Purchase Order No. 2286, dated June 6, 1994, between Photronics Corp.
and International Precision Products N.V. [Form 10-K, fiscal year ended
March 31, 1995, File No. 1-8533, Exhibit 10.75]
10.66 -- Purchaser Order No. CN74325, dated December 14, 1994, between Precision
Echo and Lockheed Aeronautical Systems Company [Form 10-K, fiscal year
ended March 31, 1995, File No. 1-8533, Exhibit 10.76]
10.67 -- Amendment, dated February 14, 1995, to Purchase Order No. CN74325,
between Precision Echo and Lockheed Aeronautical Systems Company
[Registration Statement No.33-64641, Amendment No. 1, Exhibit 10.67]
10.68 -- Amendment, dated April 4, 1995, to Purchase Order No. CN74325, between
Precision Echo and Lockheed Aeronautical Systems Company [Registration
Statement No.33-64641, Amendment No. 1, Exhibit 10.68]
10.69 -- Amendment, dated June 20, 1995, to Purchase Order No. CN74325, between
Precision Echo and Lockheed Aeronautical Systems Company [Registration
Statement No.33-64641, Amendment No. 1, Exhibit 10.69]
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10.70 -- Amendment, dated September 28, 1995, to Purchase Order No. CN74325,
between Precision Echo and Lockheed Aeronautical Systems Company
[Registration Statement No.33-64641, Amendment No. 1, Exhibit 10.70]
10.71 -- Amendment, dated November 7, 1995, to Purchase Order No. CN74325,
between Precision Echo and Lockheed Aeronautical Systems Company
[Registration Statement No.33-64641, Amendment No. 1, Exhibit 10.71]
10.72 -- Contract No. N39998-94-C-2239, dated July 26, 1993, between the Company
and the Navy [Form 10-K, fiscal year ended March 31, 1995, File No. 1-8533,
Exhibit 10.77]
10.73 -- Contract No. N00019-95-C-0057, dated December 16, 1994, between
Precision Echo, Inc. and Naval Air Systems Command [Form 10-K, fiscal year
ended March 31, 1995, File No. 1-8533, Exhibit 10.78]
10.74 -- Employment, Non-Competition and Termination Agreement, dated July 20,
1994, between Diagnostic/Retrieval Systems, Inc. and David E. Gross [Form
10-Q, quarter ended June 30, 1994, File No. 1-8533, Exhibit 1]
10.75 -- Stock Purchase Agreement, dated as of July 20, 1994, between
Diagnostic/Retrieval Systems, Inc. and David E. Gross [Form 10-Q, quarter
ended June 30, 1994, File No. 1-8533, Exhibit 2]
10.76 -- Asset Purchase Agreement, dated October 28, 1994, Acquisition by PE
Acquisition Corp., a subsidiary of Precision Echo, Inc. of all of the
Assets of Ahead Technology Corporation [Form 10-Q, quarter ended December
31, 1994, File No. 1-8533, Exhibit 1]
10.77 -- Amendment to Agreement for Acquisition of Assets, dated July 5, 1995,
between Photronics Corp. and Opto Mechanik, Inc. [Form 8-K, Amendment No.
1, July 5, 1995, File No. 1-8533, Exhibit 1]
10.78 -- Contract No. N00421-95-D-1067, dated September 30, 1995, between the
Company and the Navy [Registration Statement No.33-64641, Amendment No. 1,
Exhibit 10.78]
10.79 -- Lease, dated August 17, 1995, between Ahead Technology, Inc. and South
San Jose Interests [Registration Statement No.33-64641, Amendment
No. 1, Exhibit 10.79]
10.80 -- Contract No. DAAH01-95-C-0308, dated July 21, 1995, between Photronics
Corp. and the Army [Registration Statement No.33-64641, Amendment No. 1,
Exhibit 10.80]
10.81 -- Modification No. PZ0001, dated January 24, 1996, to Contract No.
DAAH01-95-C-0308 [Form 10-K, fiscal year ended March 31, 1996, File No.
1-8533, Exhibit 10.81]
10.82 -- Modification No. P00002, dated February 24, 1996, to Contract No.
DAAH01-95-C-0308 [Form 10-K, fiscal year ended March 31, 1996, File No.
1-8533, Exhibit 10.82]
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10.83 -- Modification No. P00003, dated March 28, 1996, to Contract No.
DAAH01-95-C-0308 [Form 10-K, fiscal year ended March 31, 1996, File No.
1-8533, Exhibit 10.83]
10.84 -- Lease, dated May 25, 1995, between Technology Applications and Service
Company and Sports Arena Village, Ltd., L.P. [Registration Statement
No.33-64641, Amendment No. 1, Exhibit 10.81]
10.85 -- Contract No. 2025, dated December 20, 1993, between Opto Mechanik, Inc.
and the Government of Israel, Ministry of Defense [Registration Statement
No.33-64641, Amendment No. 1, Exhibit 10.82]
10.86 -- Amendment to Contract No. 2025, dated August 31, 1995 between Opto
Mechanik, Inc. and the Government of Israel, Ministry of Defense
[Registration Statement No.33-64641, Amendment No. 1, Exhibit 10.83]
10.87 -- Lease, dated August, 1995, by and between OMI Acquisition Corp. and
Fred E. Sutton and Harold S. Sutton d/b/a Sutton Properties [Registration
Statement No.33-64641, Amendment No. 1, Exhibit 10.84]
10.88 -- Lease, dated August, 1995, by and between OMI Acquisition Corp. and
Fred E. Sutton and Harold S. Sutton d/b/a Sutton Properties [Registration
Statement No.33-64641, Amendment No. 1, Exhibit 10.85]
10.89 -- Lease, dated August, 1995, by and between OMI Acquisition Corp. and
Fred E. Sutton and Harold S. Sutton d/b/a Sutton Properties [Registration
Statement No.33-64641, Amendment No. 1, Exhibit 10.86]
10.90 -- Memorandum of Lease, dated August, 1995, by and between OMI Acquisition
Corp. and Fred E. Sutton and Harold S. Sutton d/b/a Sutton Properties
[Registration Statement No.33-64641, Amendment No. 1, Exhibit 10.87]
10.91 -- Master Lease, dated August 31, 1995, between OMI Acquisition Corp. and
General Electric Capital Corp. [Registration Statement No. 33-64641,
Post-Effective Amendment No. 1, Exhibit 10.88]
10.92 -- Schedule No. 001, dated September 1, 1995, to Master Lease between OMI
Acquisition Corp. and General Electric Capital Corp. [Registration
Statement No. 33-64641, Post-Effective Amendment No. 1, Exhibit 10.89]
10.93 -- Schedule No. 002, dated October 20, 1995, to Master Lease between OMI
Acquisition Corp. and General Electric Capital Corp. [Registration
Statement No.33-64641, Amendment No. 1, Exhibit 10.90]
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10.94 -- Joint Venture Agreement, dated as of February 6, 1996, by and among
DRS/MS, Inc., Universal Sonics Corporation, Ron Hadani, Howard Fidel and
Thomas S. Soulos [Registration Statement No.33-64641, Amendment
No. 1, Exhibit 10.91]
10.95 -- Partnership Agreement, dated as of February 6, 1996, by and between
DRS/MS, Inc. and Universal Sonics Corporation [Registration Statement
No.33-64641, Amendment No. 1, Exhibit 10.92]
10.96 -- Asset Purchase Agreement, dated as of February 9, 1996, by and among
Mag-Head Engineering, Company, Inc. and Ahead Technology Acquisition
Corporation, a subsidiary of Precision Echo, Inc. [Registration Statement
No. 33-64641, Post-Effective Amendment No. 1, Exhibit 10.93]
10.97 -- Employment, Non-Competition and Termination Agreement, dated March 28,
1996, between the Company and Leonard Newman [Registration Statement No.
33-64641, Post-Effective Amendment No. 1, Exhibit 10.94]
10.98 -- Contract No. N00024-95-G-5609, dated January 25, 1996, between
Technology Applications and Service Company and the Navy [Form 10-K, fiscal
year ended March 31, 1996, File No. 1- 8533, Exhibit 10.98]
*10.99 -- Asset Purchase Agreement, dated June 17, 1996, by and among Vikron,
Inc., Northland Aluminum, Inc., Ahead Wisconsin Acquisition Corporation, a
third-tier subsidiary of the Company, and Ahead Technology, Inc., a
second-tier subsidiary of the Company
*10.100 -- Revolving Line of Credit Loan Agreement, dated May 31, 1996, between
the Company and Mellon Bank, N.A.
*10.101 -- Agreement and Plan of Merger, dated September 30, 1996, by and among
PTI Acquisition Corp., a subsidiary of the Company, Pacific Technologies,
Inc., David A. Leedom, Karen A. Mason, Robert T. Miller, Carl S. Ito and
Barry S. Kindig
*10.102 -- Asset Purchase Agreement, dated October 22, 1996, by and among Ahead
Technology, Inc., a second-tier subsidiary of the Company, Nortronics
Acquisition Corporation, a third-tier subsidiary of the Company, Nortronics
Company, Inc., Alan Kronfeld, Thomas Philipich and Robert Liston
*10.103 -- First Amendment and Modification, dated December 6, 1996, by and
among the Company, its Subsidiaries and Affiliates as Guarantors
and Mellon Bank, N.A.
*10.104 -- Equipment Line of Credit/Term Loan Agreement, dated December 6,
1996, by and between the Company and Mellon Bank, N.A.
*11 -- Computation of earnings per share
*13 -- Portions of the 1997 Annual Report to Stockholders of the Company
*21 -- List of subsidiaries of the Company as of March 31, 1997
*23.1 -- Consent of KPMG Peat Marwick LLP
*27 -- Financial Data Schedule
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