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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, 2000
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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
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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:
$3,283,554,488 March 2, 2001
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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 2, 2001 was 75,399,947.
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1
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
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Pages 16-36 of the Annual Report to
Shareholders for the year ended
December 31, 2000 Parts I, II and IV
Proxy Statement for the 2001 Annual
Meeting of Shareholders Part III
The Index to Exhibits is located on page F-3 of this report.
2
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" 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 which involve assumptions regarding the Company operations, investments,
acquisitions and conditions in the markets the Company serves. Although the
Company believes its expectations are based on reasonable assumptions, such
statements are subject to risk and uncertainty, 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, 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 $35.6 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 is $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 November 22, 1999, the Company announced its strategic decision to seek a
buyer for its B-Line Systems metal business. On March 27, 2000, the Company
reached an agreement to sell B-Line Systems 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
3
sale were used to finance share repurchases, reduce outstanding borrowings and
for other general corporate purposes.
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.
(b) Financial information about segments.
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Information concerning the Company's business units is provided in note 12 on
page 30 of the 2000 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, lists more than 85,000 chemical products and distributes these
products in over 160 countries.
The Company renamed the two research-based sales units to more accurately
reflect their capabilities and focused markets. The sales unit formerly known as
Laboratory Products has become Scientific Research and the former Life Science
unit is now named Biotechnology. These units represent over three-fourths of the
Company's sales and drive the Company's overall business mix, roughly 75% of
which is to customers in the life sciences and 25% of which is to customers
using our products in a broad variety of high technology applications. The Fine
Chemical and Diagnostic sales units did not change names.
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 75%
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 25% 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 and cell signaling. The Fine Chemicals unit is a
medium-sized 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, doctor 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.
4
Sales and Distribution:
During the year ended December 31, 2000, products were sold to approximately
60,000 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. The Company also makes its chemical
products available in larger-than-normal laboratory quantities for use in
manufacturing. Sales of these products accounted for 17% 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 account for 7% of the Company's sales.
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 (www.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,
or roughly 50% of the products sold. Products not manufactured by the Company
are purchased from many 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. Quality control is performed
by a staff of chemists and lab technicians utilizing highly calibrated
equipment.
Patents and Trademarks:
The Company holds approximately 150 patents and has roughly 400 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.
5
Dependence on a single customer or product:
During the year ended December 31, 2000, 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, 2000 and 1999, the back-log of firm
orders and orders for future delivery was not significant. The Company
anticipates that substantially all of the December 31, 2000 back-log will be
shipped during 2001.
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. 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.
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 has over 3,500,000 catalogs in the market
place for the year 2000 for the Sigma, Aldrich, Fluka, Riedel-de Haen and
Supelco brands to customers and potential customers throughout the world. This
is supplemented with advertisements in chemical and other scientific journals,
through the use of direct 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"). 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.
6
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's and the quantities of hazardous materials in the
Company's possession.
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 6,218 employees as of December 31, 2000. The total number
employed in the United States was 3,445 with the remaining 2,773 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.
7
(d) Financial information about geographic areas.
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Information concerning geographic segments for the years ended December 31,
2000, 1999 and 1998, is located in Note 12 to the consolidated financial
statements on page 30 of the 2000 Annual Report which is incorporated herein by
reference.
In the year ended December 31, 2000, approximately 55% 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, Malaysia, Mexico, The Netherlands, Norway,
Poland, Portugal, Russia, Singapore, South Africa, South Korea, 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 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, 2000, approximately 12% of
the Company's United States operations' chemical purchases were from
international suppliers.
(e) 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 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
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United States 1,532 4,076 admin., production, warehousing, distrib.
Germany 45 587 admin., production, warehousing, distrib.
Switzerland 13 383 admin., production, warehousing, distrib.
United Kingdom 242 317 admin., production, warehousing, distrib.
Israel 5 132 admin., production, warehousing, distrib.
All Other 33 413 admin., warehousing, distrib.
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Total 1,870 5,908
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.
8
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 2000.
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, 2000 and 1999 is
located on page 36 of the 2000 Annual Report which is incorporated herein by
reference.
As of March 2, 2001, there were 1,369 record holders of the Registrant'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 2000 Annual Report. See Index to Financial
Statements and Schedules on page F-1 of this report. Those pages of the
Company's 2000 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.
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
2001 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
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Larry S. Blazevich 53 Vice President, Chief Information Officer
Terry R. Colvin 45 Vice President, Human Resources
David R. Harvey 61 Chairman, President and Chief Executive
Officer
Michael R. Hogan 48 Chief Financial Officer, Chief
Administrative Officer and Secretary
David W. Julien 46 President, Biotechnology
Rodney Kelley 46 Vice President, Safety and Compliance
James W. Meteer 50 Vice President, Quality Systems
9
Karen J. Miller 43 Controller
Robert Monaghan 54 President, Diagnostics
Jai Nagarkatti 53 President, Fine Chemicals
Kirk A. Richter 54 Treasurer
Frank D. Wicks 47 President, Scientific Research
There is no family relationship between any of the officers or directors.
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.
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 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, including serving as Chairman and Chief
Executive Officer of Cova Corporation 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 Biotechnology division in November 1999.
Previously he served as President of Sigma from August 1998 to November 1999 and
as Vice-President-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 was elected Vice President, Quality of the Company in September 1996
after serving as Director of Quality since 1995.
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.
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.
10
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 2001 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 2001 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 2001 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 2000 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-3 of this report.
(b) Reports on Form 8-K:
None filed in the fourth quarter.
11
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 28, 2001
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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 28, 2001
------------------------------------------ --------------
David R. Harvey, Director, Chairman of the Date
Board, President and Chief Executive
Officer
By /s/ Karen J. Miller March 28, 2001
------------------------------------------ --------------
Karen J. Miller, Controller Date
By /s/ Michael R. Hogan March 28, 2001
------------------------------------------ --------------
Michael R. Hogan, Chief Financial Officer, Date
Chief Administrative Officer and Secretary
By /s/ D. Dean Spatz March 28, 2001
------------------------------------------ --------------
D. Dean Spatz, Director Date
By /s/ Nina Fedoroff March 28, 2001
------------------------------------------ --------------
Nina Fedoroff, Director Date
By /s/ Andrew E. Newman March 28, 2001
------------------------------------------ --------------
Andrew E. Newman, Director Date
By /s/ Jerome W. Sandweiss March 28, 2001
------------------------------------------ --------------
Jerome W. Sandweiss, Director Date
12
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
2000, 1999, 1998, 1997 and 1996 36
Management's discussion and analysis 16
Market risk disclosure 19
FINANCIAL STATEMENTS:
Consolidated Balance Sheets
December 31, 2000 and 1999 22
Consolidated statements for the years
ended December 31, 2000, 1999 and 1998
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
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These Exhibits are numbered in accordance with the Exhibit Table of Item 6.01 of
Regulation S-K:
Exhibits
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2 (a) Sale and Purchase Agreement dated March 27, 2000 by and among Sigma-
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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 period 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 period ended March 31,
2000, Commission File number 0-8135.
3 (a) Certificate of Incorporation and Amendments - Incorporated by
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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 - Attached as exhibit 3 (b)
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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. Pursuant to the
Rights Agreement, printed Right Certificates will not be mailed until
as soon as practicable after the earlier of the tenth day after public
announcement that a person or group (except for certain exempted
persons or groups) has acquired beneficial ownership of 15% or more of
the outstanding shares of Common Stock or the tenth business day (or
such later date as may be determined by action of the Board of
Directors) after a person commences, or announces its intention to
commence, a tender offer or exchange offer the consummation of which
would result in the beneficial ownership by a person or group of 15%
or more of the outstanding shares of Common Stock.-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.
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10 Material Contracts:
(a) Third Amendment and Restatement of the Incentive Stock Bonus Plan* -
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10(d) of Form 10-K filed for the 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
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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 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, 1992, Commission File Number 0-8135.
(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* - See exhibit 10 (e)
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(f) Fourth Amendment to Share Option Plan of 1987* - See exhibit 10 (f)
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(g) Employment Agreement with former Chairman Carl T. Cori*(Similar
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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* - See exhibit 10 (i)
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(j) Second Amendment to Share Option Plan of 1995* - See exhibit 10 (j)
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(k) Third Amendment to Share Option Plan of 1995* - See exhibit 10 (k)
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(l) Fourth Amendment to Share Option Plan of 1995* - See exhibit 10 (l)
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(m) Fifth Amendment to Share Option Plan of 1995* - See exhibit 10 (m)
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(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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- See exhibit 10 (o)
(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.
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(11) Statement Regarding Computation of Net Earnings Per Share- Incorporated by
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reference to the information on net earnings per share included in Note 15
to the Company's 2000 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, 2000 - See Exhibit 13.
(21) Subsidiaries of Registrant - See Exhibit 21.
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(23) Consent of Independent Public Accountants - See Exhibit 23.
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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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