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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark one)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2001
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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
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(Exact name of Registrant as specified in its charter)
Delaware 43-1050617
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3050 Spruce Street, St. Louis, Missouri 63103
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 314-771-5765
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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
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(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:
$3,326,480,264 March 8,2002
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Value Date of Valuation
Number of shares of the registrant's common stock, $1.00 par value,
outstanding as of March 8, 2002 was 73,100,217.
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 16-36 of the Annual Report to
Shareholders for the year ended
December 31, 2001 Parts I, II and IV
Proxy Statement for the 2002 Annual
Meeting of Shareholders Part III
The Index to Exhibits is located on page F-2 of this report.
1
This Annual Report on Form 10-K (the Report) may be deemed to include or
incorporate 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 statements preceded by, followed by, or that include the
words "believes," "expects," "anticipates," "should" or similar expressions, and
other statements contained herein regarding matters that are not historical
facts. Additionally, the Report contains forward-looking statements relating to
future performance, goals, strategic actions and initiatives and similar
intentions and beliefs, including without limitation statements regarding the
Company's expectations, goals, beliefs, intentions and the like regarding future
sales, earnings, return on equity and other matters. These statements involve
assumptions regarding the Company's operations, investments and acquisitions and
the conditions in the markets the Company serves. Although the Company believes
its expectations are based on reasonable assumptions, such statements are
subject to risks and uncertainties, including, among others, certain economic,
political and technological factors. Actual results could differ materially from
those stated or implied in the forward-looking statements herein, due to, but
not limited to, such factors as changes in prices and the competitive business
environment, other changes in the business environment in which the Company
operates, changes in research funding, uncertainties surrounding government
healthcare reform, government regulations applicable to the business, including
without limitation, export controls, the impact of fluctuations in interest
rates and foreign currency exchange rates and the effectiveness of the Company's
further implementation of its global software systems. The Company does not
undertake any obligation to update these forward-looking statements.
PART I
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Item 1. Business.
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(a) General development of business.
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Sigma-Aldrich Corporation ("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. The Company's principal executive offices are
located at 3050 Spruce Street, St. Louis, Missouri, 63103.
On February 16, 2001, the Company acquired the stock of Isotec, Inc., a leading
producer and supplier of stable isotopes and isotopically labeled compounds used
in life science research, medical diagnostics and PET imaging applications. The
purchase price was $37.2 million.
In August 2000, the Company acquired the assets of Amelung GmbH for $28 million,
which included an initial payment of $25 million and assumed debt of $3 million.
A payment of up to an additional $6 million may be made in mid-2003 if there
have been no adverse impacts against the seller's representations at that time.
Amelung GmbH uses leading edge technology to develop and manufacture coagulation
analyzer instruments.
In July 2000, the Company acquired the stock of First Medical, Inc. First
Medical has developed a rapid immunoassay system that provides results to
diagnose acute myocardial infarction. The initial investment was $15 million,
with additional payments required if certain contingent sales and income growth
targets are met through 2005.
In May 2000, the Company acquired the stock of ARK Scientific GmbH for $2
million. ARK is among the leading manufacturers and suppliers of custom
synthetic DNA (oligonucleotides or "oligos") to life science researchers in
Europe.
On March 27, 2000, the Company reached an agreement to sell its B-Line Systems
metal business to Cooper Industries, Inc. On May 1, 2000, the Company completed
the sale to Cooper Industries, Inc. for $425.2 million. Final purchase price
adjustments increased the sale amount to $430.4 million. The funds received from
the sale were used to repurchase shares and reduce outstanding borrowings and
for other general corporate purposes.
2
The metal operations are accounted for as discontinued operations, and
accordingly, operating results are segregated in the Consolidated Statements of
Income.
(b) Financial information about segments.
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Information concerning the Company's business units is provided in Note 12 to
the Company's consolidated financial statements on page 30 of the 2001 Annual
Report which is incorporated herein by reference.
(c) Narrative description of business.
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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 chemical products and kits are used in
scientific and genomic research, biotechnology, pharmaceutical development, the
chemical industry and for the diagnosis of disease. The Company operates in 33
countries, offers more than 85,000 chemical products and distributes these
products in over 160 countries.
Products:
The Company's life science products are used in many applications and
disciplines, including molecular biology, cell biology, cell culture, protein
analysis and chromatography, DNA sequencing and gene studies. Approximately 70%
of the products supplied through the Scientific Research unit consist of
biochemicals, organic chemicals, reagents and other products used by customers
at universities, government institutions, non-profit organizations,
pharmaceutical, diagnostic and biotechnology companies. The remaining 30% of the
Scientific Research products are complex and very pure organic and inorganic
chemicals and analytical reagents used in high technology research. The products
marketed through the Biotechnology unit are biochemicals and kits used in
biotechnology, genomic and proteomic research and chromotography applications.
Additional products supplied in Biotechnology relate to the areas of immunology,
cell culture, molecular biology, cell signaling and neuroscience. The Fine
Chemicals unit is a top 25 supplier of large scale organic chemicals and
biochemicals used in development and production by pharmaceutical, biotechnology
and diagnostic companies. The Diagnostics unit is a niche supplier of diagnostic
reagents and instruments used in the diagnosis of disease. The main focus for
diagnostics is in clinical chemistry, coagulation and immunochemistry, including
coagulation analyzers and point-of-care cardiac testing. Customers for the
Company's diagnostic reagents and equipment include hospitals, doctors and
commercial laboratories and universities.
Status of products:
Due to continuing developments in life science and other scientific 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.
Sales and Distribution:
During the year ended December 31, 2001, products were sold to over 60,000
accounts representing over 1,000,000 individual customers, including hospitals,
universities, pharmaceutical companies and clinical laboratories as well as
private and governmental research laboratories. Small orders in laboratory
quantities averaging approximately $300 accounted for 76% of the Company's sales
in 2001. The Company also makes its chemical products available in
larger-than-normal laboratory quantities for use in manufacturing. Sales of
these products accounted for 18% of sales. 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 the remaining 6% of the Company's sales.
3
Customers and potential customers, wherever located, are encouraged to contact
the Company by telephone ("collect" or on "toll-free" WATS lines) or via its
homepage on the World Wide Web (sigma-aldrich.com) for technical staff
consultation or for placing orders. 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 inventory levels
required to maintain this policy.
Production and Purchasing:
The Company has chemical production facilities in Milwaukee and Sheboygan,
Wisconsin; St. Louis, Missouri; Houston, Texas; Bellefonte, Pennsylvania;
Germany; Israel; Switzerland and the United Kingdom. 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 over 85,000 products listed in the Sigma, Aldrich, Fluka/Riedel-de
Haen and Supelco catalogs, of which the Company produces approximately 40,000
products, or roughly 55% of sales in 2001. Products not manufactured by the
Company are purchased from many sources either under contract or in the open
market.
No one of the Company's 10,000 suppliers 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. Quality control is performed
by a staff of chemists and lab technicians utilizing highly calibrated
equipment.
Patents and Trademarks:
The Company holds approximately 180 issued or pending patents and has roughly
425 licensing agreements worldwide. The Company's significant trademarks are the
brand names, "Sigma", "Aldrich", "Fluka", "Riedel-de Haen" and "Supelco". The
brands are marketed through business units called "Sigma-Aldrich Scientific
Research", Sigma-Aldrich Biotechnology", "Sigma-Aldrich Fine Chemicals" and
"Sigma Diagnostics". Their related registered logos, which have various
expiration dates, are expected to be renewed indefinitely.
Dependence on a single customer or product:
During the year ended December 31, 2001, no single customer or product accounted
for more than 2% of the Company's net sales.
Backlog:
The majority of customer orders are shipped from inventory on the day ordered,
resulting in limited back-log. Individual items may occasionally be out of
stock. These items are shipped as soon as they become available. Some orders for
larger-than-normal quantities specify a future delivery date which can create a
small backlog; however on December 31, 2001 and 2000, the back-log of firm
orders and orders for future delivery was not significant. The Company
anticipates that substantially all of the December 31, 2001 back-log will be
shipped during 2002.
4
Competition:
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. While the
Company generally offers thousands of chemicals and stock and analyzes many of
its products, some of the Company's products are unusual and have relatively
little demand. There are many competitors who offer a limited quantity of
chemicals. In addition, 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.
In all product areas the Company competes primarily on the basis of customer
service, product quality and price. The Company markets its chemical products
through its four business units: Scientific Research, Biotechnology, Fine
Chemicals and Diagnostics. The Company had over 3,500,000 catalogs in the market
place in 2001 for the Sigma, Aldrich, Fluka, Riedel-de Haen and Supelco brands
with customers and potential customers throughout the world. This is
supplemented with advertisements in chemical and other scientific journals,
through the use of mailing of special product brochures and by personal visits
by sales and technical representatives with customers.
Compliance with 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"). However, 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 promulgated under the Act.
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
regulate 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 regulate 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 require the labeling of hazardous substance containers, the supplying
of Material Safety Data Sheets ("MSDS") on hazardous products to customers and
hazardous substances to which an employee may be exposed in the workplace, the
training of 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 require 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's 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.
Number of persons employed:
The Company had 6,467 employees as of December 31, 2001. The total number
employed in the United States was 3,587 with the remaining 2,880 employed by the
Company's foreign subisidaries. The Company employs over 2,000 people who have
degrees in chemistry, biochemistry, engineering or other scientific disciplines,
including approximately 300 with Ph.D. degrees.
(d) Financial information about geographic areas.
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Information concerning geographic segments for the years ended December 31,
2001, 2000 and 1999, is located in Note 12 to the Company's consolidated
financial statements on page 30 of the 2001 Annual Report which is incorporated
herein by reference.
In the year ended December 31, 2001, approximately 52% of the Company's sales
were to customers located outside the United States. 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, Korea, Malaysia, Mexico, Netherlands, Norway,
Poland, Portugal, Russia, Singapore, South Africa, Spain, Sweden, Switzerland
and the 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's FSC
subsidiary is taxed at a lower effective tax rate on its income from U.S. export
sales. The increase in the FSC benefit in 2001 results from prior year
redeterminations. The FSC has been replaced by the Extraterritorial Income
Exclusion (EIE) on the Company's U.S. export sales for 2002 and beyond. The EIE
will lower the effective tax rate on income from U.S. export sales and produce
approximately the same benefit as was provided by the FSC. The Company intends
to continue to comply with the provisions of the Internal Revenue Code relating
to FSCs and EIE.
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, 2001, approximately 12% of
the Company's United States operations' chemical purchases were from
international suppliers.
6
(e) Executive Officers of the Registrant.
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Information regarding executive officers is contained in Part III, Item 10
hereof, and is incorporated herein by reference.
Item 2. Properties.
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The following table shows the location, land area, building area and function of
the properties the Company owns or leases.
Building Area
Land Area (Sq. Ft.)
Country (Acres) (In thousands) Function
- ------- ------- -------------- --------
United States 1,622 3,824 admin.,production,warehousing,distrib.
Germany 45 588 admin.,production,warehousing,distrib.
Switzerland 13 382 admin.,production,warehousing,distrib.
United Kingdom 240 311 admin.,production,warehousing,distrib.
Israel 5 131 admin.,production,warehousing,distrib.
All Other 34 514 admin.,warehousing,distrib.
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Total 1,959 5,750
Percent Owned 88%
Percent Leased 12%
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 selected 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 Company to the stockholders for a vote during
the fourth quarter of 2001.
PART II
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Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.
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Information concerning the market price of the Company's Common Stock and
related shareholder information for the years ended December 31, 2001 and 2000
is located on page 36 of the 2001 Annual Report, which is incorporated herein by
reference.
As of March 8, 2002, there were 1,214 record holders of the Company's Common
Stock.
Items 6 through 8. Selected Financial Data, Management's Discussion and Analysis
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of Financial Condition and Results of Operations, Qualitative and Quantitative
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Disclosures about Market Risk and Financial Statements and Supplementary Data.
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The information required by Items 6 through 8 is incorporated herein by
reference to pages 16-36 of the 2001 Annual Report. See Index to Financial
Statements and Schedules on page F-1 of this report. Those pages of the
Company's 2001 Annual Report listed in the Index or referred to in Items 1
through 4 are incorporated herein by reference.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosures.
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Not applicable.
________________________________________________________________________________
7
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" and section 16(a) "Beneficial Ownership Reporting Compliance" of the
2002 Proxy Statement is incorporated herein by reference.
________________________________________________________________________________
The executive officers of the Registrant are:
Name of Executive Officer Age Positions and Offices Held
------------------------- --- ----------------------------------------
Larry S. Blazevich 54 Vice President, Information Systems
Terry R. Colvin 46 Vice President, Human Resources
David R. Harvey 62 Chairman, President and Chief Executive
Officer
Michael R. Hogan 48 Chief Financial Officer, Chief
Administrative Officer and Secretary
David W. Julien 47 President, Biotechnology
Rodney L. Kelley 48 Vice President, Safety and Compliance
James W. Meteer 51 Vice President, Quality Systems
Karen J. Miller 44 Controller
Robert Monaghan 55 President, Diagnostics
Jai P. Nagarkatti 55 President, Fine Chemicals
Kirk A. Richter 55 Treasurer
Frank D. Wicks 48 President, Scientific Research
There is no family relationship between any of the officers or directors.
Mr. Blazevich has been Vice President, Information Systems for more than five
years.
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.
Dr. Harvey has been Chairman of the Board since January 2001 and became Chief
Executive Officer of the Company in November 1999. He served as the Chief
Operating Officer of the Company for more than five years until November 1999.
He has been President of the Company for more than five years.
Mr. Hogan joined Sigma-Aldrich in April 1999 as 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.
Mr. Julien was named President of the Biotechnology division in November 1999.
Previously he served as President of Sigma from August 1998 to November 1999 and
as Vice President of Sigma from November 1995 to August 1998.
Mr. Kelley was elected Vice President of Safety and Compliance in August of
1998. He served as Director of Safety for over four years prior to August 1998.
Mr. Meteer has been Vice President, Quality Systems of the Company for more than
five years.
Ms. Miller joined Sigma-Aldrich as Controller 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.
8
Dr. Nagarkatti was named President of the Fine Chemicals 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.
Dr. Wicks was named President of the Scientific Research 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.
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Information under the captions "Director Compensation and Transactions" and
"Information Concerning Executive Compensation" of the 2002 Proxy Statement is
incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
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Information under the caption "Security Ownership of Directors, Executive
Officers and Principal Beneficial Owners" of the 2002 Proxy Statement is
incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions.
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Information under the caption "Director Compensation and Transactions" of
the 2002 Proxy Statement is incorporated herein by reference.
PART IV
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Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
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(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 2001 Annual Report listed in
such Index or referred to in Items 1 through 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-2 of this report.
(b) Reports on Form 8-K:
None filed in the fourth quarter.
9
SIGNATURES
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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 29, 2002
--------------------------------- --------------
Karen J. Miller, Controller Date
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints 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 or her true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him or her and in his or her
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 or she 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/ David R. Harvey March 29, 2002
------------------------------------------ --------------
David R. Harvey, Director, Chairman, Date
President and Chief Executive Officer
By /s/ Karen J. Miller March 29, 2002
------------------------------------------ --------------
Karen J. Miller, Controller Date
By /s/ Michael R. Hogan March 29, 2002
------------------------------------------ --------------
Michael R. Hogan, Chief Financial Officer, Date
Chief Administrative Officer and Secretary
By /s/ D. Dean Spatz March 29, 2002
---------------------------------------- --------------
D. Dean Spatz, Director Date
By /s/ Nina V. Fedoroff March 29, 2002
------------------------------------------- --------------
Nina V. Fedoroff, Director Date
By /s/ W. Lee McCollum March 29, 2002
----------------------------------------- --------------
W. Lee McCollum, Director Date
By /s/ Jerome W. Sandweiss March 29, 2002
------------------------------------------ --------------
Jerome W. Sandweiss, Director Date
10
SIGMA-ALDRICH CORPORATION AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
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Page Number
Reference
-------------
Annual Report
to Shareholders
---------------
Selected financial data for the years
2001, 2000, and 1999 36
Management's discussion and analysis 16
Market risk disclosure 20
FINANCIAL STATEMENTS:
Consolidated Balance Sheets
December 31, 2001 and 2000 22
Consolidated statements for the years
ended December 31, 2001, 2000 and 1999
Income 21
Stockholders' Equity 23
Cash Flows 24
Notes to consolidated financial statements 25
Report of independent public accountants 35
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:
Exhibits
- --------
2 (a) Sale and Purchase Agreement dated March 27, 2000 by and among
---------------------------
Sigma-Aldrich Corporation, a Delaware corporation ("SIAL"), Sigma-Aldrich
Co., an Illinois corporation ("SAC"), Sigma-Aldrich Canada Ltd., a
corporation organized under the laws of Canada ("Sigma Canada"),
Sigma-Aldrich Company Ltd., a corporation organized under the laws of the
United Kingdom ("Sigma UK"), Sigma-Aldrich Chemie GmbH, a corporation
organized under the laws of Germany("Sigma Germany"), Cooper Industries,
Inc., an Ohio corporation ("Cooper"), CBL Acquisition Corp., a Delaware
corporation ("CBL") and Cooper Technologies Company, a Delaware
Corporation ("CTC", and with SIAL, SAC, Sigma Canada, Sigma UK, Sigma
Germany, Cooper and CBL, the "Parties") Sigma-Aldrich Corporation,
Sigma-Aldrich Co., Sigma-Aldrich Canada Ltd., Sigma-Aldrich Company Ltd.,
Sigma-Aldrich Chemie GmbH, as sellers and Cooper Industries, Inc., CBL
Acquisition Corp., Cooper Technologies Company, as buyers (schedules
omitted). - Incorporated by reference to Exhibit 2(a) of Form 10-Q filed
for the quarter ended March 31, 2000, Commission File number 0-8135.
(b) First Amendment to the Sale and Purchase Agreement - Incorporated by
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reference to Exhibit 2(b) of Form 10-Q for the quarter ended March 31,
2000, Commission File number 0-8135.
3 (a) Certificate of Incorporation and Amendments - Incorporated by reference to
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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 - Incorporated by reference to Exhibit 3(b) of Form
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10-K for the period ended December 31, 2000, 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 February 20, 2001 See Exhibit 3(b) above.
(c) Rights Agreement, dated as of August 8, 2000 between Sigma-Aldrich
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Corporation and Computershare Investor Services, LLC, as Rights Agent,
which includes the form of Right Certificate as Exhibit A and the Summary
of Common Stock Purchase Rights as Exhibit B. - Incorporated by reference
to Exhibit 1 of Form 8-A12(g) filed on August 10, 2000, Commission File
number 0-8135.
(d) 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
any 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 of the Incentive Stock Bonus Plan* -
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Incorporated by reference to Exhibit 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
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Form 10-K filed for the year ended December 31, 1992, Commission File
Number 0-8135.
(c) First Amendment to Share Option Plan of 1987* - Incorporated by reference
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to Exhibit 10(e) of Form 10-K filed for the year ended December 31, 1992,
Commission File Number 0-8135.
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(d) Second Amendment to Share Option Plan of 1987* - Incorporated by
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reference to Exhibit 10(f) of Form 10-K filed for the Year ended
December 31, 1994, Commission File Number 0-8135.
(e) Third Amendment to Share Option Plan of 1987* - Incorporated by
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reference to Exhibit 10(e) of Form 10-K filed for the year ended
December 31, 2000, Commission File Number 0-8135.
(f) Fourth Amendment to Share Option Plan of 1987* - Incorporated by
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reference to Exhibit 10(f) of Form 10-K filed for the year ended
December 31, 2000, Commission File Number 0-8135.
(g) Form of Employment Agreement with former Chairman Carl T.
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Cori*(Similar Employment Agreements also exist with David R. Harvey,
Larry S. Blazevich, Terry R. Colvin, 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)Incorporated by reference to Exhibit 10 (f) of Form 10-K filed
for the year ended December 31, 1992, Commission File Number 0-8135.
(h) Share Option Plan of 1995* - Incorporated by reference to Appendix A
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of the Company's Definitive Proxy statement filed March 30, 1995,
Commission File Number 0-8135.
(i) First Amendment to Share Option Plan of 1995* - Incorporated by
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reference to Exhibit 10(i) of Form 10-K filed for the year ended
December 31, 2000, Commission File Number 0-8135.
(j) Second Amendment to Share Option Plan of 1995* - Incorporated by
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reference to Exhibit 10(j) of Form 10-K filed for the year ended
December 31, 2000, Commission File Number 0-8135.
(k) Third Amendment to Share Option Plan of 1995* - Incorporated by
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reference to Exhibit 10(k) of Form 10-K filed for the year ended
December 31, 2000, Commission File Number 0-8135.
(l) Fourth Amendment to Share Option Plan of 1995* - Incorporated by
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reference to Exhibit 10(l) of Form 10-K filed for the year ended
December 31, 2000, Commission File Number 0-8135.
(m) Fifth Amendment to Share Option Plan of 1995* - Incorporated by
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reference to Exhibit 10(m) of Form 10-K filed for the year ended
December 31, 2000, Commission File Number 0-8135.
(n) Directors' Nonqualified Share Option Plan of 1998* - Incorporated by
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reference to Exhibit A of the Company's Definitive Proxy statement
filed March 27, 1998, Commission File Number 0-8135.
(o) First Amendment to Directors' Nonqualified Share Option Plan of 1998*
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- Incorporated by reference to Exhibit 10(o) of Form 10-K filed for
the year ended December 31, 2000, Commission File Number 0-8135.
(p) Share Option Plan of 2000* - Incorporated by reference to Appendix A
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of the Company's Definitive Proxy Statement filed March 30, 2000,
Commission File Number 0-8135.
(11) Statement Regarding Computation of Net Earnings Per Share-
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Incorporated by reference to the information on net earnings per share
included in Note 15 to the Company's 2001 financial statements filed
as Exhibit 13 below.
(13) Pages 16-36 of the Annual Report to Shareholders for the year ended
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December 31, 2001.
(21) Subsidiaries of Registrant
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(23) Consent of Independent Public Accountants
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(99.1) Letter to the Commission Pursuant to Temporary Note 3T to Article 3 of
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Regulation S-X
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*Represents management contract or compensatory plan or arrangement required to
be filed as an exhibit pursuant to Item 14(c) of Form 10-K.
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