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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1999
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ______________ to _________________
Commission file number 0-8135
SIGMA-ALDRICH CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 43-1050617
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3050 Spruce Street, St. Louis, Missouri 63103
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 314-771-5765
Securities registered pursuant to Section 12(b) of the Act: None Securities
registered pursuant to Section 12(g) of the Act:
Common Stock, $1.00 par value
(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes _X_ No ___
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
Aggregate market value of the voting stock held by non-affiliates of the
Registrant:
$2,038,610,275 March 3, 2000
Value Date of Valuation
Number of shares of the registrant's common stock, $1.00 par value,
outstanding as of March 3, 2000 was 90,353,918.
The following documents are incorporated by reference in the Parts of Form 10-K
indicated below:
Documents Incorporated by Reference Parts of Form 10-K into which Incorporated
- ----------------------------------- ------------------------------------------
Pages 16-32 of the Annual Report to
Shareholders for the year ended
December 31, 1999 Parts I, II and IV
Proxy Statement for the 2000 Annual
Meeting of Shareholders Part III
The Index to Exhibits is located on page F-3 of this report.
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This document contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of The Securities Exchange Act
of 1934 that involve risk and uncertainty, including financial, business
environment and projections, as well as any statements preceded by, followed by,
or that include the words "believes," "expects," "anticipates" or similar
expressions, and other statements contained herein regarding matters that are
not historical facts. Although the Company believes its expectations are based
on reasonable assumptions, it can give no assurance that its goals will be
achieved. The important factors that could cause actual results to differ
materially from those in the forward-looking statements herein include, without
limitation, reduced growth in research funding, uncertainties surrounding
possible government health care reform, government regulations applicable to the
Company's business, the effectiveness of the Company's further implementation of
its global software system, SAP, the highly competitive environment in which the
Company operates, the impact of fluctuation in interest rates and foreign
currency exchange rates and the Company's decision to sell its B-Line Systems
metal business. All subsequent written and oral forward-looking statements
attributable to the Company or persons acting on its behalf are expressly
qualified in their entirety by such cautionary statements. The Company does not
undertake any obligation to release publicly any revisions to such
forward-looking statements to reflect events or uncertainties after the date
hereof or to reflect the occurrence of unanticipated events.
PART I
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Item 1. Business.
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Sigma-Aldrich Corporation ("the Company") develops, manufactures and
distributes the broadest range of high quality biochemicals, organic chemicals,
chromatography products and diagnostic reagents available in the world. These
products are used in high technology research and development in the life
sciences, at universities and in industry, for the diagnosis of disease, and as
specialty chemicals for pharmaceutical and other manufacturing purposes in more
than 160 countries. The Company's principal executive offices are located at
3050 Spruce Street, St. Louis, Missouri, 63103.
The Company was incorporated under the laws of the State of Delaware in May
1975. Effective July 31, 1975 ("Reorganization"), the Company succeeded, as a
reporting company, Sigma International, Ltd., the predecessor of Sigma Chemical
Company ("Sigma"), and Aldrich Chemical Company, Inc. ("Aldrich"), both of which
had operated continuously for more than 20 years prior to the Reorganization.
Effective December 9, 1980, B-Line Systems, Inc.("B-Line"), previously a
subsidiary of Sigma, became a subsidiary of the Company.
On June 16, 1997, the Company purchased a 75% interest in Riedel-de Haen.
Effective December 23, 1998, the Company acquired the net assets and business of
Genosys Biotechnologies, Inc. ("Genosys"), a leading supplier of custom
synthetic DNA products, which are essential in gene research. On March 31, 1999,
the Company purchased the remaining 25% interest in Riedel-de Haen.
B-Line Systems manufactures and markets a complete line of metal products
used in the installation and retrofitting of electrical, mechanical and
telecommunications applications. The metal operations are accounted for as
discontinued operations, and accordingly, operating results and net assets are
segregated in the Consolidated Statements of Income and Consolidated Balance
Sheets.
On March 27, 2000, the Company announced it has reached agreement to sell its
B-Line Systems business to Cooper Industries, Inc. for approximately $425
million. The closing
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is subject to regulatory approval and other closing conditions and is expected
to take place no later than June 30, 2000.
(a) Chemical Products.
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1) Products:
The Company distributes more than 85,000 chemical products for use in life
science research, laboratory applications, pharmaceutical manufacturing, and as
diagnostic reagents. The Company's life science products are used in many
techniques and disciplines including molecular biology, cell biology, cell
culture, protein analysis and chromatography. The acquisition of Genosys in
December 1998 added custom synthetic DNA products, synthetic peptides and genes
to the life science product categories. Products for laboratory applications are
used in university, governmental and agency research and consist of
biochemicals, organic and inorganic compounds, solvents, buffers and related
equipment. The Company also markets bulk quantities of organic, inorganic and
biochemicals to pharmaceutical and industrial customers. Diagnostic reagents,
controls and instrumentation are marketed to hospitals and clinical
laboratories.
Because of continuing developments in the field of research, there can be
no assurance of a continuing market for each of the Company's products. However,
through ongoing reviews of technical literature, along with regular
communications with customers, the Company's goal is to keep abreast of the
trends in research and diagnostic techniques. This information, along with its
own research technology, determines the Company's development of improved and/or
additional products.
2) Production and Purchasing:
The Company has chemical production facilities in Milwaukee and Sheboygan,
Wisconsin (Aldrich); St. Louis, Missouri (Sigma); Houston, Texas (Sigma);
Bellefonte, Pennsylvania (Supelco); Germany (Aldrich Chemie GmbH & Co. K.G., RdH
Laborchemikalien GmbH); Israel (Sigma Israel Chemicals Ltd.); Switzerland (Fluka
Chemie GmbH, "Fluka"), and the United Kingdom (Sigma-Aldrich Company Ltd.). A
minor amount of production is done by some of the Company's other subsidiaries.
Biochemicals and diagnostic reagents are primarily produced by extraction and
purification from yeasts, bacteria and other naturally occurring animal and
plant sources. Organic and inorganic chemicals and radiolabeled chemicals are
primarily produced by synthesis. Chromatography media and columns are produced
using proprietary chemical synthesis and proprietary preparation processes.
Similar processes are used for filtration and sample collection processes.
There are more than 85,000 products listed in the Sigma, Aldrich, Fluka,
Riedel-de Haen and Supelco catalogs, of which the Company produced approximately
40,000, or approximately 50% of the net sales of chemical products for the year
ended December 31, 1999. The remainder of products were purchased from a large
number of sources either under contract or in the open market.
No one supplier accounts for more than 10% of the Company's chemical
purchases. The Company has generally been able to obtain adequate supplies of
products and materials to meet its needs, although no assurance can be given
that shortages will not occur in the future.
Whether a product is produced by the Company or purchased from outside
suppliers, it is subjected to quality control procedures, including the
verification of purity, prior to final packaging. This is done by a combined
staff of approximately 290 chemists and lab technicians utilizing sophisticated
scientific equipment.
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3) Distribution and Sales:
The Company markets its chemical products through sales and marketing units
for life science, lab products, fine chemicals and diagnostics and distributes
over 2,100,000 comprehensive catalogs for the Sigma, Aldrich, Fluka, Riedel-de
Haen and Supelco brands to customers and potential customers throughout the
world. This is supplemented by certain specialty catalogs, by advertising in
chemical and other scientific journals, by direct mail distribution of in-house
publications and special product brochures and by personal visits by sales and
technical representatives with customers.
During the year ended December 31, 1999, products were sold to
approximately 151,000 customers, including hospitals, universities,
pharmaceutical companies and clinical laboratories as well as private and
governmental research laboratories. The majority of the Company's sales are
small orders in laboratory quantities averaging approximately $300. The Company
also makes its chemical products available in larger-than-normal laboratory
quantities for use in manufacturing. Sales of these products accounted for
approximately 15% of chemical sales in 1999. The Company also packages certain
individual products in diagnostic kit form. A diagnostic kit contains products
which, when used in a series of manual and/or automated testing procedures, aid
in detecting particular conditions or diseases. Diagnostic products accounted
for approximately 8% of the Company's sales of chemical products in the year
ended December 31, 1999. During the year ended December 31, 1999, no one
customer and no one product accounted for more than 2% of the net sales of
chemical products.
Customers and potential customers, wherever located, are encouraged to
contact the Company by telephone ("collect" or on "toll-free" WATS lines) or via
our homepage on the World Wide Web (www.sigma-aldrich.com) for technical staff
consultation or for placing orders. Order processing, shipping, invoicing and
product inventory are computerized. Shipments are made six days a week from St.
Louis, Milwaukee, the United Kingdom, Germany, Israel and Japan and five days a
week from all other locations. The Company strives to ship its products to
customers on the same day an order is received and carries significant
inventories to maintain this policy.
4) International Operations:
In the year ended December 31, 1999, 55% of the Company's net sales of
chemical products were to customers located in foreign countries. These sales
were made directly by the Company, through distributors and by subsidiaries
(noted in Exhibit 21) organized in Argentina, Australia, Austria, Belgium,
Brazil, Canada, Czech Republic, Denmark, Finland, France, Germany, Greece,
Hungary, India, Ireland, Israel, Italy, Japan, Malaysia, Mexico, The
Netherlands, Norway, Poland, Portugal, Russia, Singapore, South Africa, South
Korea, Spain, Sweden, Switzerland and United Kingdom.
For sales with final destinations in an international market, the Company
has a Foreign Sales Corporation ("FSC") subsidiary, which provides certain
Federal income tax advantages. The effect of the tax rules governing the FSC is
to lower the effective Federal income tax rate on export income. The Company
intends to continue to comply with the provisions of the Internal Revenue Code
relating to FSCs.
The Company's international operations and United States export sales are
subject to certain risks such as changes in the legal and regulatory policies of
foreign jurisdictions, local political and economic developments, currency
fluctuations, exchange controls, changes in tariff restrictions, royalty and tax
increases, export and import restrictions and restrictive regulations of foreign
governments, among other factors inherent in these operations. The Company is
unable to predict the extent to which its business may be affected in the future
by these matters. During the year ended December 31, 1999, approximately 12% of
the Company's United States operations' chemical purchases were from
international suppliers. Additional information regarding
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international operations is included in Note 12 to the consolidated financial
statements on page 29 of the 1999 Annual Report, which is incorporated herein by
reference.
5) Patents and Trademarks:
The Company's patents are not material to its operations. The Company's
significant trademarks are the brand names, "Sigma", "Aldrich", "Fluka",
"Riedel-de Haen", "Supelco" and "B-Line" and marketing units, "Sigma-Aldrich
Research", "Sigma-Aldrich Fine Chemicals" and "Sigma Diagnostics". Their related
registered logos, which have various expiration dates, are expected to be
renewed indefinitely.
6) Regulations:
The Company engages principally in the business of selling products which
are not foods or food additives, drugs or cosmetics within the meaning of the
Federal Food, Drug and Cosmetic Act, as amended (the "Act"). A limited number of
the Company's products, including in-vitro diagnostic reagents, are subject to
labeling, manufacturing and other provisions of the Act. The Company believes it
is in compliance in all material respects with the applicable regulations.
The Company believes that it is in compliance in all material respects with
Federal, state and local regulations relating to the manufacture, sale and
distribution of its products. The following are brief summaries of some of the
Federal laws and regulations, which may have an impact on the Company's
business. These summaries are only illustrative of the extensive regulatory
requirements of the Federal, state and local governments and are not intended to
provide the specific details of each law or regulation.
The Clean Air Act (CAA), as amended, and the regulations promulgated
thereunder, regulates the emission of harmful pollutants to the air outside of
the work environment. Federal or state regulatory agencies may require companies
to acquire permits, perform monitoring and install control equipment for certain
pollutants.
The Clean Water Act (CWA), as amended, and the regulations promulgated
thereunder, regulates the discharge of harmful pollutants into the waters of the
United States. Federal or state regulatory agencies may require companies to
acquire permits, perform monitoring and to treat waste water before discharge to
the waters of the United States or a Publicly Owned Treatment Works (POTW).
The Occupational Safety and Health Act of 1970 (OSHA), including the Hazard
Communication Standard ("Right to Know"), and the regulations promulgated
thereunder, requires the labeling of hazardous substance containers, the
supplying of Material Safety Data Sheets ("MSDS") on hazardous products to
customers and hazardous substances the employee may be exposed to in the
workplace, the training of the employees in the handling of hazardous substances
and the use of the MSDS, along with other health and safety programs.
The Resource Conservation and Recovery Act of 1976 (RCRA), as amended, and
the regulations promulgated thereunder, requires certain procedures regarding
the treatment, storage and disposal of hazardous waste.
The Comprehensive Environmental Response, Compensation and Liability Act of
1980 (CERCLA) and the Superfund Amendments and Reauthorization Act of 1986
(SARA), and the regulations promulgated thereunder, require notification of
certain chemical spills and notification to state and local emergency response
groups of the availability of MSDS and the quantities of hazardous materials in
the Company's possession.
5
The Toxic Substances Control Act of 1976 (TSCA), requires reporting,
testing and pre-manufacture notification procedures for certain chemicals.
Exemptions are provided from some of these requirements with respect to
chemicals manufactured in small quantities solely for research and development
use.
The Department of Transportation (DOT) has promulgated regulations pursuant
to the Hazardous Materials Transportation Act, referred to as the Hazardous
Material Regulations (HMR), which set forth the requirements for hazard
labeling, classification and packaging of chemicals, shipment modes and other
goods destined for shipment in interstate commerce.
Approximately 1,000 products, for which sales are immaterial to the total
sales of the Company, are subject to control by either the Drug Enforcement
Administration ("DEA") or the Nuclear Regulatory Commission ("NRC"). The DEA and
NRC have issued licenses to several Company sites to permit importation,
manufacture, research, analysis, distribution and export of certain products.
The Company screens customer orders involving products regulated by the NRC and
the DEA to verify that a license, if necessary, has been obtained.
Approximately 200 products, for which sales are immaterial to the total
sales of the Company, are subject to control by the Department of Commerce
("DOC"). The DOC has promulgated the Export Administration Regulations pursuant
to the Export Administration Act of 1979, as amended, to regulate the export of
certain products by requiring a special export license.
(b) Metal Products.
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On November 22, 1999, the Company announced its strategic decision to seek
a buyer for its B-Line Systems metal business. The sale of the metal operations
is expected to be completed during fiscal year 2000.
Components for strut, cable tray and pipe support systems are manufactured
by B-Line at its facilities in Highland and Troy, Illinois, Norcross, Georgia
and Reno, Nevada. Electrical and electronic enclosures are manufactured at
facilities in Aurora, Colorado, Portland, Oregon, Modesto, California, and
Sherman, Texas. Components and complete systems used to support
telecommunications apparatus and cabling are manufactured at the plant in Reno,
Nevada, Sherman, Texas, and Aurora, Colorado.
Strut and pipe support systems are metal frameworks and related accessories
used in industry to support pipes, lighting fixtures and conduit. Strut systems
can be easily assembled with bolts and spring-loaded nuts, eliminating the
necessity of drilling or welding associated with other types of frameworks.
B-Line manufactures and sells a wide variety of components for these systems,
including steel struts rolled from coils, stamped steel fittings for
interconnecting struts, shelf-supporting brackets, pipe and conduit supporting
clamps, and accessories for the installation of strut systems on location. Pipe
hangers are generally used in conjunction with strut systems to support heavy
and light duty piping runs in the mechanical, plumbing and refrigeration
industry. The principal materials used by B-Line in manufacturing are coils of
steel and extruded aluminum, which B-Line purchases from a number of suppliers.
No one supplier is essential to B-Line's production. A limited number of
components for strut and pipe support systems, including bolts and nuts and
certain forged and cast components, are purchased from numerous sources and sold
by B-Line as accessories to its own manufactured products.
Cable tray systems are continuous networks of ventilated or solid trays
used primarily in the routing of power cables and control wiring in power plant
or industrial installations. The systems are generally hung from ceilings or
supported by strut frameworks. Cable tray is produced from either extruded
aluminum or roll-formed steel
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in various configurations to offer versatility to designers and installers.
Non-metallic strut and cable tray products, which are used primarily in
corrosive environments, are also available.
Telecommunications equipment racks and cable runways are manufactured from
aluminum or steel. The systems are used in commercial installations as well as
installed in the central offices of telephone operating companies. As switching
equipment is changed and upgraded, the systems are replaced.
Electrical and electronic enclosures are metal enclosure boxes, generally
manufactured from steel, that are used to contain and protect electric meters,
fuse and circuit breaker boards and electrical panels. These products are used
in industrial, commercial and residential installations.
B-Line also manufactures a line of lightweight support fasteners to be used
in commercial and industrial facilities to attach electrical and acoustical
fixtures.
B-Line sells primarily to electrical, mechanical and telecommunications
wholesalers. Products are marketed directly by district sales offices and by
regional sales managers through independent manufacturers' representatives.
Products are shipped to customers from the Highland and Troy, Illinois;
Norcross, Georgia; Reno, Nevada; Portland, Oregon; Modesto, California; Sherman,
Texas; and Aurora, Colorado plants, from two regional warehouses and 27
consigned stock locations. B-Line's products are advertised in trade journals
and by circulation of comprehensive catalogs.
(c) Competition
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Substantial competition exists in all of the Company's marketing and
production areas. Although no comprehensive statistics are available, the
Company believes it is a major supplier of organic chemicals and biochemicals
for research and for diagnostic testing procedures involving enzymes and of
chromatography products for analyzing and separating complex chemical mixtures.
A few competitors offer thousands of chemicals and stock and analyze many of
their products. While the Company generally offers a larger number of products,
some of the Company's products are unusual and have relatively little demand. In
addition, there are many competitors who offer a limited quantity of chemicals,
and several companies compete with the Company by offering thousands of
chemicals, although few of them stock or analyze substantially all of the
chemicals they offer for sale. Additionally, the Company is experiencing
competition from marketers on e-commerce.
The Company believes its B-Line subsidiary to be among the five largest
producers of metal strut framing, pipe hangers, cable tray component systems and
enclosures, although reliable industry statistics are not available.
In all product areas the Company competes primarily on the basis of
customer service, product quality and price.
(d) Employees.
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The Company employed 7,322 persons as of December 31, 1999. Of these, 5,768
were engaged in production and distribution of chemical products. The B-Line
subsidiary employs 1,554 persons. The total number of persons employed within
the United States was 4,807, with the balance employed by the international
subsidiaries. The Company employs over 2,000 persons who have degrees in
chemistry, biochemistry, engineering or other scientific disciplines, including
approximately 260 with Ph.D. degrees.
Employees engaged in chemical production, research and distribution are not
represented by any organized labor group. B-Line's production workers at the
Highland
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and Troy, Illinois facilities are members of the International Association of
Machinists and Aerospace Workers, District No. 9 (AFL-CIO). The labor agreement
covering these employees expires November 14, 2004. B-Line's production workers
at the Norcross, Georgia facility are members of the United Food and Commercial
Workers Union(AFL-CIO). The labor agreement covering these employees expires
June 15, 2002.
(e) Back-log of Orders.
The majority of orders for chemical products in laboratory quantities are
shipped from inventory, resulting in no back-log of these orders. However,
individual items may occasionally be out of stock. These items are shipped as
soon as they become available. Some orders for larger-than-normal laboratory
quantities are for future delivery. On December 31, 1999 and 1998, the back-log
of firm orders and orders for future delivery of chemical products was not
significant. The Company expects that substantially all of the December 31, 1999
back-log will be shipped during 2000.
On December 31, 1999 and 1998, the back-log of orders at B-Line was not
significant. B-Line expects that substantially all of the December 31, 1999
back-log will be shipped during 2000.
(f) Information as to Geographic Segments.
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Information concerning geographic segments for the years ended December 31,
1999, 1998 and 1997, is located in Note 12 to the consolidated financial
statements on page 29 of the 1999 Annual Report which is incorporated herein by
reference.
(g) Executive Officers of the Registrant.
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Information regarding executive officers is contained in Part III, Item 10,
and is incorporated herein by reference.
Item 2. Properties.
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The Company's primary chemical production facilities are located in St.
Louis, Missouri; Milwaukee and Sheboygan, Wisconsin; Bellefonte, Pennsylvania
and Buchs, Switzerland. In St. Louis, the Company owns a 328,000 square foot
building used for manufacturing, a complex of buildings aggregating 391,000
square feet which is used for warehousing and production, a 75,000 square foot
building used for warehousing, a 23,000 square foot building used for
warehousing and office space, a 98,000 square foot building used for production,
quality control and packaging and a 19,000 square foot production facility. The
Company owns a 280,000 square foot building in St. Louis which is being
partially utilized for warehousing. Also in St. Louis, the Company owns 30 acres
upon which is located a 287,000 square foot administration and distribution
facility, in which its principal executive offices are located, and a 175,000
square foot diagnostic production and office building. In Milwaukee, the Company
owns a 178,000 square foot building which is used for manufacturing, warehousing
and offices, a 100,000 square foot building which is used for additional
manufacturing and warehousing and a complex of buildings aggregating 322,000
square feet which is used primarily for warehousing and distribution. Also in
Milwaukee, the Company owns a 152,000 square foot building, which is used for
warehousing, a 56,000 square foot administration facility and a 627,000 square
foot distribution facility. The Company also owns 513 acres in Sheboygan,
Wisconsin, upon which are located multiple buildings totaling 332,000 square
feet for production and packaging. The Company also owns a 30,000 square foot
administration, production and warehousing facility in Natick, Massachusetts.
Fluka owns a 13-acre site in Buchs, Switzerland, upon which are located its
primary production facilities. Approximately 357,000 square feet of owned
production, warehousing and office facilities are at this site. In Greenville,
Illinois, the Company owns 555 acres
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of land for future development of biochemical production facilities. Supelco
owns 71 acres near Bellefonte, Pennsylvania, upon which is located a 153,000
square foot building used for manufacturing, warehousing, research and
administration. Riedel-de Haen leases a 200,000 square foot production facility
and an administration building in Seelze, Germany.
The Company's B-Line manufacturing business is located in Highland and
Troy, Illinois; Norcross, Georgia; Sherman, Texas; Reno, Nevada; Portland,
Oregon; Modesto, California; and Aurora, Colorado. B-Line owns a 273,000 square
foot building in Highland, Illinois, a 115,000 square foot building in Troy,
Illinois, a 115,000 square foot building in Portland, Oregon, a 238,000 square
foot building in Sherman, Texas, a 173,000 square foot building in Reno, Nevada
and a 102,000 square foot building in Modesto, California. B-Line leases a
100,000 square foot facility in Norcross, Georgia and a 113,000 square foot
facility in Aurora, Colorado.
The Company also owns a 173,000 square foot warehouse and distribution
facility in Allentown, Pennsylvania, leases a 20,000 square foot administration
and production facility in The Woodlands, Texas and leases warehouses in
Chicago, Illinois and in Bethany, Connecticut under short-term leases.
Manufacturing and/or warehousing facilities are also owned or leased in the
United Kingdom, Australia, Canada, Denmark, Finland, France, Germany, Israel,
Japan, Mexico, Norway, Scotland, South Korea, Sweden and Switzerland. Sales
offices are leased in all other locations.
The Company considers the properties to be well maintained, in sound
condition and repair, and adequate for its present needs. The Company expects to
continue to expand its production and distribution capabilities in select
markets.
Item 3. Legal Proceedings.
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There are no material pending legal proceedings.
Item 4. Submission of Matters to a Vote of Security Holders.
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No matters were submitted by the Registrant to the stockholders for a vote
during the fourth quarter of 1999.
PART II
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Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.
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Information concerning market price of the Registrant's Common Stock and
related shareholder information for the years ended December 31, 1999 and 1998
is located on page 32 of the 1999 Annual Report which is incorporated herein by
reference.
As of March 3, 2000, there were 1,600 record holders of the Registrant's
Common Stock.
Items 6 through 8. Selected Financial Data, Management's Discussion and Analysis
of Financial Condition and Results of Operations, Qualitative and Quantitative
Disclosures about Market Risk and Financial Statements and Supplementary Data.
The information required by Items 6 through 8 is incorporated herein by
reference to pages 16-32 of the 1999 Annual Report. See Index to Financial
Statements and Schedules on page F-1 of this report. Those pages of the
Company's 1999 Annual Report
9
listed in such Index or referred to in Items 1(a)(4), 1(f) and 5 are
incorporated herein by reference.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
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Not applicable.
PART III
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Item 10. Directors and Executive Officers of the Registrant.
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Information under the captions "Nominees for Board of Directors" and
"Security Ownership of Directors, Executive Officers and Principal Beneficial
Owners" of the 2000 Proxy Statement is incorporated herein by reference.
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The executive officers of the Registrant are:
Name of Executive Officer Age Positions and Offices Held
- ------------------------- --- --------------------------
Thomas E. Briggs 54 Vice President and President, B-Line
Larry S. Blazevich 52 Vice President and Chief Information Officer
Terry R. Colvin 44 Vice President, Human Resources
Carl T. Cori 63 Chairman of the Board
David R. Harvey 60 President and Chief Executive Officer
Michael R. Hogan 47 Vice President, Chief Financial Officer, Chief
Administrative Officer and Secretary
David W. Julien 45 President, Life Sciences
Rodney Kelley 45 Vice President, Safety
James W. Meteer 49 Vice President, Quality
Karen J. Miller 42 Controller
Robert Monaghan 53 President, Sigma Diagnostics
Jai Nagarkatti 52 President, Fine Chemicals
Kirk A. Richter 53 Treasurer
Frank D. Wicks 46 President, Laboratory Products
There is no family relationship between any of the officers.
Mr. Briggs has been Vice-President and President of B-Line for more than five
years.
Mr. Blazevich joined Sigma-Aldrich in April 1996 as Director of Information
Services and was elected Vice President, Information Services and Chief
Information Officer in June 1996. Previously, Mr. Blazevich was employed with
Thomas and Betts, an electrical manufacturing company, for sixteen years where
he served as Vice President of Information Services from 1988-1996.
Mr. Colvin was elected Vice President, Human Resources of the Company in March
1998. He served as Vice President, Human Resources at Sigma from January 1995 to
February 1998 and as Director of Human Resources at B-Line from January 1987 to
December 1994.
Dr. Cori has been Chairman of the Board of the Company for more than five years.
He served as Chief Executive Officer for more than five years until November
1999 and President of the Company for more than five years until March 1995.
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Dr. Harvey has been Chief Executive Officer of the Company since November 1999.
He served as the Chief Operating Officer of the Company for more than five years
until November 1999. He was elected President of the Company in March 1995,
after serving as Executive Vice President for more than five years.
Mr. Hogan joined Sigma-Aldrich in April 1999 as Vice President and Chief
Financial Officer. Since then, his duties have been expanded to include
leadership of the Human Resources, Information Systems and Quality functions
when he was named Chief Administrative Officer in November 1999. Before joining
the Company, Mr. Hogan served as Corporate Vice President and Controller of
Monsanto Company from January of 1996 through March of 1999. Prior to joining
Monsanto, he held a number of senior management positions for ten years at
General American Life Insurance Company, he served as Chairman and Chief
Executive Officer of Cova Corp. from January through December 1995 and as
President of GenCare Health Systems, Inc. from March 1990 through January 1995.
Mr. Julien was named President of the Life Science division in November 1999.
Previously he served as President of Sigma from August 1998 to November 1999. He
served as Vice-President of Sigma from January 1998 to August 1998 and as
Vice-President of Marketing from November 1995 to January 1998. Previously, Mr.
Julien served as Director of Biotechnology Facilities Design at Jacobs
Engineering Group from more than four year until November 1995.
Mr. Kelley was elected Vice President of Safety in August of 1998. He served as
Director of Safety for over four years prior to August 1998.
Mr. Meteer was elected Vice President, Quality of the Company in September 1996
after serving as Director of Quality since 1995. Previously, Mr. Meteer was a
Vice President of Supelco from 1993-1995. He held several positions within
Supelco/Rohm & Haas from 1988-1993.
Ms. Miller was elected Controller of the Company in May 1997. Previously, Ms.
Miller was employed as Controller of several divisions at Allergan, Inc. for
more than five years until February 1997.
Mr. Monaghan joined Sigma-Aldrich in July 1998 as President of Sigma
Diagnostics. Previously, Mr. Monaghan was employed as Vice-President of Dade
Behring and Vice-President of Behring Diagnostics from October 1997 to July 1998
and from April 1991 to October 1997, respectively.
Dr. Nagarkatti was named President of the Fine Chemical division in November
1999. Previously, he had served as President of Aldrich for more than five
years.
Mr. Richter was elected Treasurer in May 1997 after serving as Controller for
more than five years.
Mr. Wicks was named President of the Laboratory Products division in November
1999. He served as Vice President of Operations from August 1998 until November
1999. Previously, he served as President of Sigma for five years.
The present terms of office of the officers will expire when the next annual
meeting of the Directors is held and their successors are elected.
Item 11. Executive Compensation.
- --------------------------------------------------------------------------------
Information under the captions "Director Compensation and Transactions" and
"Information Concerning Executive Compensation" of the 2000 Proxy Statement is
incorporated herein by reference.
11
Item 12. Security Ownership of Certain Beneficial Owners and Management.
- --------------------------------------------------------------------------------
Information under the caption "Security Ownership of Directors, Executive
Officers and Principal Beneficial Owners" of the 2000 Proxy Statement is
incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions.
- --------------------------------------------------------------------------------
Information under the caption "Director Compensation and Transactions" of
the 2000 Proxy Statement is incorporated herein by reference.
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.
See Index to Financial Statements and Schedules on page F-1 of this
report. Those pages of the Company's 1999 Annual Report listed in such
Index or referred to in Items 1(a)(4), 1(f) and 5 are incorporated
herein by reference.
2. Financial Statement Schedules.
See Index to Financial Statements and Schedules on page F-1 of this
report.
3. Exhibits.
See Index to Exhibits on page F-3 of this report.
(b) Reports on Form 8-K:
A current report on Form 8-K was filed on December 22, 1999, to announce
under Item 5 the Company amended its By-laws on December 20, 1999 to, among
other things, amend advance notice provisions relating to the proposal of
business and nominations of directors at meetings of shareholders.
12
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
SIGMA-ALDRICH CORPORATION
(Registrant)
By /s/ Karen J. Miller March 30, 2000
-------------------------------------- --------------
Karen J. Miller, Controller Date
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Carl T. Cori, David R. Harvey, Karen J.
Miller, Kirk A. Richter and Michael R. Hogan and each of them (with full power
to each of them to act alone), his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any or all amendments to
this report, and to file the same, with all exhibits thereto and other documents
in connection therewith with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
By /s/ Carl T. Cori March 30, 2000
----------------------------------------- --------------
Carl T. Cori, Director, Chairman of the Date
Board
By /s/ David R. Harvey March 30, 2000
------------------------------------------ --------------
David R. Harvey, Director, President and Date
Chief Executive Officer
By /s/ Karen J. Miller March 30, 2000
------------------------------------------ --------------
Karen J. Miller, Controller Date
By /s/ Kirk A. Richter March 30, 2000
------------------------------------------ --------------
Kirk A. Richter, Treasurer Date
By /s/ Michael R. Hogan March 30, 2000
------------------------------------------ --------------
Michael R. Hogan, Vice President, Chief Date
Financial Officer, Chief Administrative
Officer and Secretary
By /s/ David M. Kipnis March 30, 2000
------------------------------------------ --------------
David M. Kipnis, Director Date
By /s/ Andrew E. Newman March 30, 2000
------------------------------------------ --------------
Andrew E. Newman, Director Date
By /s/ Jerome W. Sandweiss March 30, 2000
------------------------------------------- --------------
Jerome W. Sandweiss, Director Date
13
SIGMA-ALDRICH CORPORATION AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
- --------------------------------------------------------------------------------
Page Number
Reference
---------------
Annual Report
to Shareholders
---------------
Annual financial data for the years
1999, 1998, 1997, 1996 and 1995 32
Management's discussion and analysis 16
Market Risk Disclosure 18
FINANCIAL STATEMENTS:
Consolidated Balance Sheets
December 31, 1999 and 1998 21
Consolidated statements for the years
ended December 31, 1999, 1998 and 1997
Income 20
Stockholders' Equity 22
Cash Flows 23
Notes to consolidated financial statements 24
Report of independent public accountants 20
FINANCIAL STATEMENT SCHEDULES:
All schedules are omitted as they are not applicable, not required or the
information is included in the consolidated financial statements or related
notes to the consolidated financial statements.
F-1
INDEX TO EXHIBITS
These Exhibits are numbered in accordance with the Exhibit Table of Item 6.01 of
Regulation S-K:
Exhibit Reference
------- ---------
(3) Certificate of Incorporation and By-Laws:
(a) Certificate of Incorporation and Amendments Incorporated by reference to
Exhibit 3(a) of Form 10-Q
Filed for the quarter ended
September 30, 1996, Commission
File Number 0-8135.
(b) By-Laws as amended December 1999 Incorporated by reference to
Exhibit 3.1 of Form 8-K filed
On December 22, 1999.
Commission File Number 0-8135.
(4) Instruments Defining the Rights of
Shareholders, Including Indentures:
(a) Certificate of Incorporation and Amendments See Exhibit 3(a) above.
(b) By-Laws as amended December 1999 See Exhibit 3(b) above.
(c) The Company agrees to furnish to the
Securities and Exchange Commission
upon request pursuant to Item 601(b)(4)(iii)
of Regulation S-K copies of instruments
defining the rights of holders of long-term
debt of the Company and its consolidated
subsidiaries.
(10) Material Contracts:
(a) Third Amendment and Restatement Incorporated by reference to Exhibit
of the Incentive Stock Bonus Plan* 10(d) of Form 10-K filed for the
year ended December 31, 1996,
Commission File Number 0-8135.
(b) Share Option Plan of 1987* Incorporated by reference to Exhibit
10(d) of Form 10-K filed for the
year ended December 31, 1992,
Commission File Number 0-8135.
(c) First Amendment to Share Option Incorporated by reference to Exhibit
Plan of 1987* 10(e) of Form 10-K filed for the
Year ended December 31, 1992,
Commission File Number 0-8135.
(d) Second Amendment to Share Option Incorporated by reference to Exhibit
Plan of 1987* 10(f) of Form 10-K filed for the
Year ended December 31, 1994,
Commission File Number 0-8135.
(e) Employment Agreement with Carl T. Cori* Incorporated by reference to Exhibit
(Similar Employment Agreements also 10 (f) of Form 10-K filed for the
exist with Thomas E. Briggs, Larry S. year ended December 31, 1992,
Blazevich, Terry R. Colvin, David R. Commission File Number 0-8135.
Harvey, Michael R. Hogan, David W.
Julien, Rodney L. Kelley, James W. Meteer,
Karen J. Miller, Robert Monaghan, Jai P.
Nagarkatti, Kirk A. Richter, and
Frank D. Wicks)
(g) Share Option Plan of 1995* Incorporated by reference to
Appendix A of the Company's
Definitive Proxy statement filed
March 30, 1995, Commission File
Number 0-8135.
(i) Consulting Agreement and Release with Incorporated by reference to
Floyd Worley Exhibit 10(i) of Form 10-K filed for
the year ended December 31, 1998,
Commission File Number 0-8135.
(j)Share Option Plan of 2000* Incorporated by reference to
Appendix A of the Company's
Definitive Proxy Statement filed
March 30, 2000, Commission File
Number 0-8135.
(11) Statement Regarding Computation of Per Incorporated by reference to the
Share Earnings information on net income per share
included in Note 15 to the
Company's 1999 financial
statements filed as Exhibit 13
below.
(13) Pages 16-32 of the Annual Report to See Exhibit 13.
Shareholders for the year ended
December 31, 1999
(21) Subsidiaries of Registrant See Exhibit 21.
(23) Consent of Independent Public Accountants Page F-2 of this report.
(27) Financial Data Schedule See Exhibit 27.
*Represents management contract or compensatory plan or arrangement required to
be filed as an exhibit pursuant to Item 14(c) of Form 10-K.