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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the year ended October 31, 1996 Commission file number 0-13880
ENGINEERED SUPPORT SYSTEMS, INC.
(Exact name of Registrant as specified in its charter)
Missouri 43-1313242
(State of Incorporation) (IRS Employer Identification No.)
1270 North Price Road, St. Louis, Missouri 63132
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (314) 993-5880
Securities registered pursuant to Section 12(b) of the Securities Exchange
Act of 1934:
Name of each exchange on
Title of each class which registered
------------------- ------------------------
Common stock, $.01 par value Over the counter
National Market System
National Association of
Security Dealers
No securities are registered pursuant to Section 12(g) of the Securities
Exchange Act of 1934.
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the Registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes X No
--- ---
Based on the closing price of January 15, 1997, the aggregate market
value of the voting stock held by nonaffiliates of the Registrant was
approximately $29,281,000.
The number of shares of the Registrant's common stock, $.01 par value,
outstanding at January 15, 1997 was 3,189,460.
DOCUMENTS INCORPORATED BY REFERENCE
Parts I and II incorporate by reference portions of the Engineered
Support Systems, Inc. Annual Report to Shareholders (the Annual Report)
for the year ended October 31, 1996. Part III incorporates by reference
portions of the Engineered Support Systems, Inc. Proxy Statement for the
Annual Shareholders Meeting to be held on March 6, 1997 (the Definitive Proxy
Statement) to be filed within 120 days after the close of the year ended
October 31, 1996.
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PART I
ITEM 1. BUSINESS
- ------- --------
Engineered Support Systems, Inc. (Company) is a holding company for
two wholly-owned subsidiaries: Engineered Air Systems, Inc. (Engineered Air)
and Engineered Specialty Plastics, Inc.(ESP).
Engineered Air is a military ground support equipment contractor
which specializes in designing, marketing and manufacturing nuclear,
biological and chemical defense systems; air conditioning and heating
systems; water and petroleum distribution systems; and other ground
support equipment. This equipment is designed to be used in any location
where U.S. forces may be deployed. It is designed for rapid deployment and
multi-purpose use in remote locations. Substantially all of Engineered Air's
revenues have come from the sale of equipment to the Department of Defense
(DOD) and defense contractors. ESP is a manufacturer of injection molded
plastic products used primarily in consumer goods such as television
cabinets, computer terminals, communication and word processing equipment,
automotive components, lawn and garden equipment, medical devices and
storage containers. ESP also produces Lifetime Faucets, a proprietary line
of nonmetallic faucets.
Engineered Air was incorporated under the laws of the State of Missouri
on December 24, 1981, and acquired the assets of the Defense Systems
Division of Allis-Chalmers Corporation on March 30, 1982. The Company was
incorporated under the laws of the State of Missouri in December 1983,
and exchanged all of its outstanding common stock for two-thirds of the
common stock of Engineered Air held by the Company's founders. The Company
purchased the remaining one-third of the common stock of Engineered Air in
January 1984, effective as of November 1, 1983. The Company became a
publicly-owned corporation on August 21, 1985. On March 9, 1993, the
Company purchased all of the outstanding stock of Associated Products, Inc.
(subsequently changed to Engineered Specialty Plastics, Inc.) from an
investor group.
MARKETING
- ---------
Engineered Air's marketing activities focus on determining the current
and future needs of the U.S. military for ground support equipment and
systems. To identify those needs, the Company gathers information from
primary sources such as the DOD budget and its supporting documents, and
military requirement documents such as the Air Force's Statement of Need,
the Navy's Operational Requirements and the Army's Required Operational
Capability.
The Company believes its ability to identify and respond quickly to
changing military needs enhances Engineered Air's ability to obtain new
contracts. The Company believes its defense operations are to some extent
insulated from the effect of reductions or elimination of specific
military programs because of the relative stability of the demand for
military ground support equipment and Engineered Air's ability to provide
a wide variety of products to that market. This is especially true with
the recent trend of the Government away from nuclear threats and toward
support for our conventional forces, with an emphasis on mobility and rapid
deployment.
ESP's principal customers are large, well-established producers of
consumer products. (For the year ended October 31, 1996, 23% of ESP sales
were to one customer). Sales of custom molded plastic products are both
direct and through sales representatives. Customers typically submit sample
parts and drawings to ESP for quotations. An accepted quote sheet is
formalized and becomes the contract. Contracts can be canceled on 30 days
notice.
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A significant portion of ESP sales are of storage containers. ESP
anticipates that container sales will remain strong as it is in geographic
proximity to several large purchasers of these products, including companies
within the poultry industry. The Company also anticipates that sales for
ESP will continue to be strong within the office equipment market. Custom
molded parts for computer terminals, communication and word processing
equipment represent a significant portion of sales volume. However, ESP is
capable of producing a wide variety of custom molded products including
automotive parts, medical apparatus, electronic switching equipment,
electrical appliances, and most small electronic devices. Sales of its
proprietary line of kitchen and lavatory faucets are primarily through sales
representatives, and focus on service and price.
ENGINEERING
- -----------
Engineered Air has approximately 23 persons engaged in activities for
the development of new products and the improvement of existing products.
Essentially all of Engineered Air's development activities are conducted
pursuant to U.S. Government contracts in response to designated performance
specifications. The Company's own expenditures on research and development
were insignificant during the three-year period ended October 31, 1996.
Engineering capabilities include expertise in thermodynamics, air flow
and liquid pumping, stress analysis, liquid fuel combustion, dynamic and
climatic environmental engineering, biological and chemical decontamination,
non-pyrotechnic smoke generation, and filtration of nuclear, biological and
chemical contamination.
The design phase of Engineered Air's product development activities
is enhanced by use of a computer-aided design and manufacturing system. This
system is used by engineers and draftsmen to design complex products and
component parts in three-dimensional views, and minimizes the need for
time-consuming manual methods of prototype development. Engineered Air's
engineering staff and CAD/CAM system provide it with the ability to adapt
its production process to new product needs on a timely basis.
Engineered Air maintains extensive laboratory facilities used for
supporting engineering development and production operations. These include
test facilities for measurement of product performance from -65 degrees
to +140 degrees and a completely equipped prototype shop. Engineered Air also
has the capability to provide complete technical data support for the
products it manufactures. This includes integrated logistics support,
provisioning and preparation of technical manuals.
MANUFACTURING AND PROCUREMENT
- -----------------------------
Engineered Air manufactures certain components for its products and
systems including fabricated metal cabinets, control panels and frames.
However, a significant portion of parts and materials for the products
manufactured by Engineered Air are purchased from third party suppliers.
Engineered Air believes that the materials and services it requires are
readily available through competitive sources and that it is not dependent
upon any one particular subcontractor or vendor. Engineered Air is qualified
by the U.S. Government to the military quality control specifications
MIL-I-45208 and MIL-Q-9858, which apply to all contracts currently in
progress.
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ESP's principal competitive advantage lies in the fact that it is
vertically integrated, with the manufacturing facilities to both mold and
finish plastic to high quality specifications. ESP operates 30 injection
molding machines ranging in size from 45 to 1,500 tons of clamp pressure.
Material handling capacity is achieved through five silos with a combined
capacity exceeding 200,000 pounds, a central vacuum loading system, blend
mixers, and a computer-integrated MRP system. Finishing equipment is
"state of the art" and includes a 650 foot paint conveyor, 20 paint spray
booths, drying ovens, hot stamp machines, pad printing machines, silk screen
machines, a 150 foot motorized assembly line and sonic welders.
ESP also manufactures and distributes Lifetime Faucets, a proprietary
line of plastic lavatory and kitchen faucets. ESP subcontracts the assembly
and packaging of these faucets to an outside vendor. Assembly supervision,
as well as molding requirements, are maintained by ESP.
PRODUCTS
- --------
Products are manufactured by the Company within two industry segments:
military ground support equipment produced by Engineered Air and custom
molded plastic products produced by ESP. Pages 3 and 14 of the 1996
Annual Report to shareholders are incorporated herein by reference.
The Company has manufactured over 40 distinct products for the
U.S. Government during the past five years. The fluctuations in revenues
by product from period to period result primarily from changes in DOD
requirements. As a result, period to period comparisons of revenues
by product may not be meaningful.
GOVERNMENT CONTRACTING
- ----------------------
The Company's government contracts are obtained through the DOD
procurement process as governed by the Federal Acquisition Regulations
and related agency supplements, and are typically fixed-priced contracts.
This means that the price is agreed upon before the contract is
awarded and the Company assumes complete responsibility for any
difference between estimated and actual costs. Other important considerations
in government contracting are discussed herein.
Under the Truth in Negotiations Act of 1962 (the Act), the U.S.
Government has the right for three years after final payment on certain
negotiated contracts, subcontracts and modifications thereto, to determine
whether the Company furnished the U.S. Government with complete, accurate
and current cost or pricing data as defined by the Act. In the event the
Company fails to satisfy this requirement, the U.S. Government has the
right to adjust a contract or subcontract price by the amount of any
overstatement as defined by the Act.
U.S. Government contracts typically contain terms permitting the
contract to be terminated at the convenience of the U.S. Government. In the
event of such termination, the Company is entitled to reimbursement for
certain expenditures and overhead as provided for in applicable U.S.
Government procurement regulations. Generally, this results in the contractor
being reasonably compensated for work actually done, but not for anticipated
profits. The U.S. Government may also terminate contracts for cause if the
Company fails to perform in strict accordance with contract terms.
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The Company has never had a contract terminated by the U.S.
Government for failure to perform in accordance with contract terms.
If the U.S. Government would terminate any significant contracts with the
Company for cause, such condition could have an adverse effect on the
Company's revenues and business.
Similarly, U.S. Government contracts typically permit the U.S.
Government to change, alter or modify the contract at its discretion.
In the event the U.S. Government exercises this right, the Company is
entitled to reimbursement of all allowable and allocable costs incurred
in making the change plus a reasonable profit.
The U.S. Government typically finances a substantial portion of the
Company's contract costs through progress payments. The Company currently
receives progress payments in accordance with DOD contract terms for "small
business" concerns. These terms provide for progress payments at a
specified rate applied on the basis of costs incurred while progress
payments for concerns other than small businesses provide for payment based
on costs actually paid and at a 5% to 10% lower rate. Since completion
of the ESP acquisition, the Company has maintained total employment of
less than 500 people and therefore continues to qualify as a small
business for government contracting purposes.
PATENTS
- -------
Engineered Air has approximately 40 patents with expiration dates
extending through February 2002. From time to time, Engineered Air develops
proprietary information and trade secrets regarding the design and manufacture
of various military products.
ESP has developed a patent for a reversible faucet cartridge. The benefit
of the reversing feature is that by turning the cartridge one-half revolution
the user achieves the same result as though he had replaced a washer to stop
a leaking faucet. This patent expires in October 2002.
The Company considers its proprietary information and patents to be
valuable assets. However, the Company's business is not materially dependent
on patent protection.
COMPETITION
- -----------
Substantially all of Engineered Air's revenues have come from direct and
indirect contracts with the U.S. Government. There is significant competition
for obtaining U.S. Government contracts. In order to obtain U.S. Government
contracts, Engineered Air must comply with detailed and complex procurement
procedures adopted by the U.S. Government pursuant to regulations promulgated
by appropriate government agencies, including the DOD. The regulations and
procurement procedures are adopted to promote competitive bidding. Engineered
Air's competition varies for each of the classifications of military
equipment systems that it manufactures.
ESP's competitive market is regional due to the significant relative
impact of freight costs. However, the Company believes that ESP has more
capacity and flexibility than its primary competitors in the Mid-South region.
Its ability to both mold and finish plastic to high quality specifications
represents a significant advantage.
There are various domestic manufacturers of plastic faucets and several
importers with which ESP's Lifetime Faucets line competes. The Company believes
that its ability to produce a quality, low-cost line of faucets represents a
significant and profitable market niche. To further distinguish this line,
ESP produces its faucets in a variety of colors.
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DEFENSE BACKLOG
- ---------------
The following table summarizes funded defense backlog information (in
millions) as of October 31 for the indicated years:
1996 $90.7
1995 90.4
1994 77.9
1993 52.8
1992 38.4
The backlog is exclusive of any options to order the Company's products under
existing contracts. The Company's contracts contain customary provisions
permitting termination at the convenience of the U.S. Government. See
"Government Contracting."
EMPLOYEES
- ---------
At December 31, 1996, the Company employed 353 persons. Of the 226
employees at Engineered Air, 177 were engaged in manufacturing activities, 23
in engineering activities, and 26 in office administration and management
functions. Approximately 100 of Engineered Air's employees are covered by a
collective bargaining agreement with Lodge 1012 of the International Brotherhood
of Boilermakers, Iron Ship Builders, Blacksmiths, Forgers, and Helpers,
A.F.L.-C.I.O. Effective November 1, 1995, Engineered Air entered into an
agreement with the bargaining unit, which expires October 31, 1998.
Of the 127 employees at ESP, 99 are engaged in manufacturing activities
and 28 in sales, office administration and management functions.
The Company considers its employee relations to be satisfactory.
ITEM 2. PROPERTIES
- ------- ----------
The Company owns two facilities in the metropolitan St. Louis area
consisting of approximately 320,000 square feet. Engineered Air's main
manufacturing facility and the Company's corporate headquarters are located
in a Company-owned building in St. Louis County, Missouri consisting of
approximately 170,000 square feet on 11 acres.
The Company owns one facility adjacent thereto consisting of a 150,000
square foot building on approximately 6 acres. In 1992, the Company completed
consolidation of all operations previously performed at this location into its
main facility. The vacated facility is currently being leased to an unrelated
third party and is for sale.
The Company's St. Louis properties are subject to Deeds of Trust in
favor of its lender under a consolidated credit agreement.
Engineered Air leases a building consisting of approximately 40,000
square feet on 3 acres in New Haven, Missouri. This facility is used for
manufacturing and assembly. Engineered Air also leases approximately 14,000
square feet in St. Louis County, Missouri. This facility is also used for
manufacturing and assembly.
ESP owns a manufacturing facility in Hot Springs, Arkansas. The
Company-owned building consists of approximately 100,000 square feet on 4.5
acres.
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The Company also leases additional storage space under various
short-term leases. The Company believes that its current facilities are
sufficient for the conduct of its current level of operations.
ITEM 3. LEGAL PROCEEDINGS
- ------- -----------------
In the opinion of management, there are no legal proceedings or threatened
legal proceedings which would have a material adverse effect on the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS
- ------- -----------------------------------------------
There were no matters submitted to a vote of shareholders during the
fourth quarter of the year ended October 31, 1996.
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PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
- ------- ----------------------------------------------------
SHAREHOLDER MATTERS
-------------------
Information concerning the principal market on which the Company's
common stock is traded and the high and low sale prices for such stock during
1996 is shown in Supplemental Information on page 16 of the 1996 Annual Report,
incorporated herein by reference. During 1995, the Company initiated a
semi-annual dividend program. The most recently declared dividend was in the
amount of $.0115 per share payable January 31, 1997 to shareholders of record
as of December 31, 1996.
ITEM 6. SELECTED FINANCIAL DATA
- ------- -----------------------
Financial data required under this section is shown in the Summary of
Selected Financial Data on page 2 of the 1996 Annual Report, incorporated
herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
- ------- -----------------------------------------------------------
AND RESULTS OF OPERATIONS
-------------------------
Management's Discussion and Analysis of Financial Condition and Results of
Operations, shown on pages 4 through 5 of the 1996 Annual Report, is
incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
- ------- -------------------------------------------
The following consolidated financial statements of Engineered Support
Systems, Inc. included in the Annual Report for the year ended October 31, 1996
at the pages indicated, are incorporated herein by reference:
Consolidated Balance Sheets, October 31, 1996 and 1995, page 6.
Consolidated Statements of Income, years ended October 31, 1996, 1995 and
1994, page 7.
Consolidated Statements of Shareholders' Equity, years ended October 31,
1996, 1995 and 1994, page 7.
Consolidated Statements of Cash Flows, years ended October 31, 1996, 1995
and 1994, page 8.
Notes to Consolidated Financial Statements, pages 9 through 14.
The quarterly financial information included in Supplementary Information on
page 16 of the 1996 Annual Report is incorporated herein by reference.
All other schedules are omitted because they are not applicable or the required
information is included in the consolidated financial statements or the notes
thereto.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
- ------- ---------------------------------------------------------------
FINANCIAL DISCLOSURES
---------------------
None.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
- -------- --------------------------------------------------
The executive officers and directors of the Company, Engineered Air and
ESP as of January 15, 1997 are as follows:
Name Age Position
- ----------------------------------- --- --------------------------------------
Michael F. Shanahan Sr. 57 Chairman, President, Chief
Executive Officer and Director
(Company)
John J. Wichlenski 53 Director (Company) and President
and Chief Executive Officer
(Engineered Air)
W. Raymond Barrett 64 Director (Company)
Alexander M. Cornwell Jr. 70 Director (Company)
Thomas J. Guilfoil 77 Director (Company)
LTG Kenneth E. Lewi 66 Director (Company)
Michael F. Shanahan Jr. 30 Director (Company)
Earl W. Walker 76 Director (Company)
Earl W. Wims, Ph.D. 57 Director (Company)
John E. Capeless 51 Vice-President and General Manager
(ESP)
Ronald W. Davis 50 Vice President-Marketing
(Engineered Air)
Michael W. Donnelly 41 Vice President-Manufacturing
(Engineered Air)
Gary C. Gerhardt 51 Executive Vice President
and Chief Financial Officer
(Company, Engineered Air and ESP)
Dan D. Jura 44 Vice President-Sales
(Engineered Air)
E. Allen Springer Jr. 51 Vice President-Engineering
(Engineered Air)
- -------------------
Member of Executive Committee
Member of Audit Committee
Member of Compensation Committee
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The officers serve at the discretion of the Board of Directors, subject
to the terms and conditions of their employment agreements.
EXECUTIVE OFFICERS
- ------------------
Michael F. Shanahan Sr. has been a director of the Company since its
formation. Mr. Shanahan was named the Chief Executive Officer of the Company in
1985. He was named Chairman of the Company and of Engineered Air in 1987, and
was named Chairman of ESP upon its acquisition in 1993.
John J. Wichlenski has been President and Chief Executive Officer of
Engineered Air since July 1992 and prior thereto served as Chief Operating
Officer since 1991. Mr. Wichlenski joined Engineered Air as Vice
President-Engineering in August 1986.
Gary C. Gerhardt was named Executive Vice President of the Company,
Engineered Air and ESP in December 1994. He has been Chief Financial Officer
of the Company, Engineered Air and ESP, since October 1993. Prior thereto, he
was Vice President-Contract Administration of Engineered Air since 1985. Mr.
Gerhardt joined Engineered Air in 1982 as Manager of Contract Administration.
John E. Capeless has been Vice President and General Manager of ESP since
April 1996. Prior thereto, he was Vice President of Operations for Atlantis
Plastics, Inc. from 1994. He served as Director of Manufacturing for Frem
Corporation from 1989 to 1994.
Michael W. Donnelly has been Vice President-Manufacturing of Engineered
Air since March 1996. He served as Director of Manufacturing from May 1994
to March 1996. Prior thereto, he was Manager of Industrial Engineering since
1989. Mr. Donnelly joined Engineered Air in 1981.
Dan D. Jura has been Vice President-Sales since November 1993. Mr. Jura
joined Engineered Air in 1984 as Marketing Manager.
All of the remaining executive officers have been employed by the Company
in the positions indicated or comparable positions for the past five years.
NON-EMPLOYEE DIRECTORS
- ----------------------
W. Raymond Barrett has been a director of the Company since June 1985.
Mr. Barrett is the brother-in-law of Mr. Shanahan and has been the President
and principal shareholder of Bio-Medical Systems, Inc. since January 1975.
Alexander M. Cornwell, Jr. has been a director of the Company since March
1993. He is a licensed professional engineer. Mr. Cornwell was the Chairman and
Chief Executive Officer of Street Industries, Inc. of St. Louis from 1985
through 1988. Mr. Cornwell has provided consulting services to the Company since
1988.
Thomas J. Guilfoil has been a director of the Company since March 1993. He
is the senior and founding partner of the St. Louis law firm of Guilfoil,
Petzall & Shoemake. His legal career began in St. Louis in 1941.
LTG Kenneth E. Lewi (U.S. Army, Retired) has been a director of the
Company since July 1990. He retired from the U.S. Army in August 1989 after
more than 34 years of service in various command and staff positions.
His career in the U.S. Army centered primarily on providing logistical support
to U.S. armed forces.
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Michael F. Shanahan Jr. has been a director of the Company since
December 1994. He has been a Producer for Lockton Companies, an insurance
concern, since October 1994. Prior thereto he served as Assistant to the
Chairman of the Board of the Company since May 1991. He joined Engineered Air
in January 1990 as Marketing Representative.
Earl E. Walker has been a director of the Company since March 1996. He has
been the President and principal shareholder of Carr Lane Manufacturing since
founding it in 1952.
Earl W. Wims, Ph.D. has been a director of the Company since December
1991. He has been Chairman of Marketing Horizons, a marketing research and
consulting firm, since 1986.
ITEM 11. EXECUTIVE COMPENSATION
- -------- ----------------------
Information concerning executive compensation is shown in the Company's
Definitive Proxy Statement (to be filed within 120 days after the close of the
fiscal year ended October 31, 1996) incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANGEMENT
- -------- -------------------------------------------------------------
Information relating to the ownership of the Company's securities by
certain beneficial owners and management is shown in the Definitive Proxy
Statement (to be filed within 120 days after the close of the year ended October
31, 1996) incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- -------- ----------------------------------------------
Information on certain relationships, related transactions and affiliation
of directors is shown in the Definitive Proxy Statement (to be filed within
120 days after the close of the year ended October 31, 1996) incorporated
herein by reference.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K
- -------- -----------------------------------------------------------------
(a) (1) and (2) Index of Financial Statements and Financial Statement
Schedules
The following consolidated financial statements of Engineered Support
Systems, Inc., included in the 1996 Annual Report of the registrant to its
shareholders, are incorporated by reference in Item 8:
Report of Independent Accountants
Consolidated Balance Sheets-October 31, 1996 and 1995
Consolidated Statements of Income-years ended October 31, 1996, 1995 and
1994.
Consolidated Statements of Shareholders' Equity-years ended October 31,
1996, 1995 and 1994
Consolidated Statements of Cash Flows-years ended October 31, 1996, 1995
and 1994
Notes to Consolidated Financial Statements-October 31, 1996
All other schedules for which provision is made in the applicable
accounting regulations of the Securities and Exchange Commission are not
required under the related instructions or are inapplicable, and therefore have
been omitted.
3. List of Exhibits (listed by numbers corresponding to exhibit table
of Item 601 in regulation S-K)
3.1 Articles of Incorporation of Engineered Support Systems, Inc.
3.2 Amendment of Articles of Incorporation
3.3 Amended and Restated By-Laws of Engineered Support Systems, Inc.
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4.1 Credit Agreement dated August 19, 1993 by and between The Boatmen's
National Bank of St. Louis and Engineered Support Systems, Inc.
4.2 Engineered Air Systems, Inc. 1987 Stock Equity Plan
4.3 Engineered Air Systems, Inc. 1990 Stock Equity Plan
4.4 Engineered Air Systems, Inc. 1991 Stock Equity Plan
4.5 Engineered Support Systems, Inc. 1992 Stock Option Plan for
Nonemployee Directors
4.6 Engineered Support Systems, Inc. 1993 Stock Option Plan
4.7 Engineered Air Systems, Inc. Employee Stock Ownership Plan
4.8 Trust Agreement for the Engineered Air Systems, Inc. Employee Stock
Ownership Trust
10.1 Employment Agreement with Michael F. Shanahan Sr.
10.2 Form of Indemnification Agreement with Directors
10.3 Lease Agreement dated February 15, 1992 by and between Engineered Air
Systems, Inc. and Hermann Marketing, Inc.
10.4 Covenants Not to Compete dated March 8, 1993 by and between Parker
Boys, Inc. and KWH Holdings, as covenantors, and Engineered Support
Systems, Inc.
10.5 Form of Employment Agreement with Presidents and Vice Presidents
of Engineered Air and ESP.
10.6 Engineered Support Systems, Inc. Amended and Restated Executive
Incentive Plan.
11. Statement Re: Computation of Net Income Per Share.
13. Engineered Support Systems, Inc. Annual Report for the year ended
October 31, 1996 (the Annual Report). Except for the portions
incorporated herein by reference as evidenced in the Form 10-K, the
Annual Report is furnished for the information of the Securities and
Exchange Commission and is not deemed filed as part of this 10-K.
22. Subsidiary of Registrant
24. Consent of Price Waterhouse LLP, Independent Accountants
27. Statement Re: Summary Financial Information
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[FN]
This information is incorporated herein by reference from Form
S-1 Registration Statement filed on July 10, 1985, registration
Number 2-98909, as amended on August 13, 1985 and August 21,
1985.
This information is incorporated herein by reference from Form
10-K Annual Report filed on January 30, 1989.
This information is incorporated herein by reference from Form
10-K Annual Report filed on January 29, 1990.
This information is incorporated herein by reference from Form
S-8 registration statement, effective October 3, 1990,
registration Number 33-36817.
This information is incorporated herein by reference from Form
S-8 registration statement, effective October 3, 1990,
registration Number 33-36818.
This information is incorporated herein by reference from Form
S-8 registration statement, effective June 11, 1987, registration
Number 33-14504.
This information is incorporated herein by reference from Form
10-K Annual Report filed on January 29, 1993.
This information is incorporated herein by reference from Form
10-K Annual Report filed on January 31, 1994.
This information is incorporated herein by reference from Form
S-8 registration statement, effective April 5, 1994, registration
Number 33-77338.
This information is incorporated herein by reference from Form
S-8 registration statement, effective April 5, 1994, registration
Number 33-77340.
This information is incorporated herein by reference from Form
S-8 registration statement, effective April 5, 1994, registration
Number 33-77342.
This information is incorporated herein by reference from Form
10-K Annual Report filed on January 27, 1996.
(b) There were no reports filed on Form 8-K during the fourth quarter of 1996.
(c) Exhibits
The response to this portion of Item 14 is submitted as a separate section
of this Report.
(d) Financial Statement Schedules
The response to this portion of Item 14 is submitted as a separate section
of this Report.
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SIGNATURES
----------
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this annual report to be
signed on its behalf by the undersigned thereunto duly authorized.
ENGINEERED SUPPORT SYSTEMS, INC.
Dated: January 15, 1997 By: /s/ Gary C. Gerhardt
---------------------------- -------------------------------------
GARY C. GERHARDT
Executive Vice President and
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.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Michael F. Shanahan Sr. Chairman of the January 15, 1997
- ---------------------------- Board of Directors,
MICHAEL F. SHANAHAN SR. President and Chief
Executive Officer
/s/ Gary C. Gerhardt Executive Vice President January 15, 1997
- ---------------------------- and Chief Financial Officer
GARY C. GERHARDT
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SIGNATURES
----------
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.
DIRECTORS
---------
/s/ Michael F. Shanahan Sr. Jan. 15, 1997 /s/ John J. Wichlenski Jan. 15, 1997
- ------------------------------ ------------- ------------------------------ -------------
MICHAEL F. SHANAHAN SR. Date JOHN J. WICHLENSKI Date
/s/ W. Raymond Barrett Jan. 15, 1997 /s/ Alexander M. Cornwell Jan. 15, 1997
- ------------------------------ ------------- ------------------------------ -------------
W. RAYMOND BARRETT Date ALEXANDER M. CORNWELL Date
/s/ Thomas J. Guilfoil Jan. 15, 1997 /s/ Kenneth E. Lewi Jan. 15, 1997
- ------------------------------ ------------- ------------------------------ -------------
THOMAS J. GUILFOIL Date KENNETH E. LEWI Date
/s/ Michael F. Shanahan Jr. Jan. 15, 1997 /s/ Earl W. Wims Jan. 15, 1997
- ------------------------------ ------------- ------------------------------ -------------
MICHAEL F. SHANAHAN JR. Date EARL W. WIMS Date
/s/ Earl E. Walker Jan. 15, 1997
- ------------------------------ -------------
EARL E. WALKER Date
16
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ENGINEERED SUPPORT SYSTEMS, INC.
EXHIBIT INDEX
Page No.
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11. Statement Re: Computation of Net Income Per Share.
13. Engineered Support Systems, Inc., Annual Report for year
ended October 31, 1996 (the Annual Reoprt). Except for the
portions incorporated herein by reference as evidenced in the
Form 10-K, the Annual Report is furnished for the information
of the Securities and Exchange Commission and is not deemed
filed as part of this Form 10-K.
24. Consent of Price Waterhouse LLP, Independent Accountants.
27. Statement Re: Summary Financial Information.
17