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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 27, 2004
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 1-4184
Valpey-Fisher Corporation
(Exact name of registrant as specified in its charter)
Maryland 06-0737363
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
75 South St., Hopkinton, Massachusetts 01748
(Address of principal executive offices) (Zip Code)
(508) 435-6831
(Registrant's telephone number, including area code)
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 whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act) Yes [ ] No [X]
As of August 5, 2004, the number of shares outstanding of Registrant's Common
Stock, par value $.05 was 4,217,315.
- 1 -
Valpey-Fisher Corporation
INDEX PAGE
----- ----
PART I. FINANCIAL INFORMATION
ITEM 1. - Financial Statements - Unaudited
Consolidated Condensed Balance Sheets - June 27, 2004 and December 31, 2003 3
Consolidated Statements of Operations - Three Months and Six Months Ended
June 27, 2004 and June 29, 2003 4
Consolidated Condensed Statements of Cash Flows -
Six Months Ended June 27, 2004 and June 29, 2003 5
Notes to Consolidated Condensed Financial Statements 6-8
ITEM 2. - Management's Discussion and Analysis of Financial Condition and
Results of Operations 9-11
ITEM 3. - Quantitative and Qualitative Disclosures About Market Risk 12
ITEM 4. - Controls and Procedures 12
PART II. OTHER INFORMATION
ITEM 4. - Submission of Matters to a Vote of Security Holders 13
ITEM 6. - Exhibits and Reports on Form 8-K 13
SIGNATURES 14
- 2 -
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Valpey-Fisher Corporation and Subsidiaries
Consolidated Condensed Balance Sheets
(In thousands, except share data)
6/27/04 12/31/03
-------- --------
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 4,161 $ 4,209
Receivables, net 2,812 2,467
Inventories, net 1,945 1,571
Deferred income taxes and other current assets 731 675
- ---------------------------------------------------------------------------------------------------
Total current assets 9,649 8,922
Property, plant and equipment, at cost 10,741 10,752
Less accumulated depreciation 7,406 7,064
- ---------------------------------------------------------------------------------------------------
3,335 3,688
Other assets 143 134
- ---------------------------------------------------------------------------------------------------
$13,127 $12,744
===================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 910 $ 540
Accrued liabilities 1,092 900
- ---------------------------------------------------------------------------------------------------
Total current liabilities 2,002 1,440
Deferred income taxes 626 646
Stockholders' equity:
Preferred stock, $1.00 par value- Authorized 1,000,000 shares; issued none - -
Common stock, $.05 par value- Authorized 10,000,000 shares;
Issued and outstanding: 4,216,315 and 4,184,815 shares 211 209
Capital surplus 5,077 4,999
Retained earnings 5,398 5,667
Less unearned compensation (187) (217)
- ---------------------------------------------------------------------------------------------------
Total stockholders' equity 10,499 10,658
- ---------------------------------------------------------------------------------------------------
$13,127 $12,744
===================================================================================================
See notes to consolidated condensed financial statements.
- 3 -
Valpey-Fisher Corporation and Subsidiaries
Consolidated Statements of Operations
(In thousands, except per share data) (Unaudited)
Three Months Ended Six Months Ended
6/27/04 6/29/03 6/27/04 6/29/03
------------------- -----------------
Net sales $ 3,151 $ 2,180 $ 5,918 $ 3,891
Cost of sales 2,229 1,898 4,209 3,524
- ---------------------------------------------------------------------------------------------------------------------
Gross profit 922 282 1,709 367
Operating expenses:
Selling and advertising 401 371 797 746
General and administrative 515 522 988 895
Research and development 50 38 111 75
- ---------------------------------------------------------------------------------------------------------------------
966 931 1,896 1,716
Operating (loss) (44) (649) (187) (1,349)
Other income (loss):
Interest income 8 12 14 32
Interest (expense) - - - (12)
Gain on sale of assets 13 - 13 -
- ---------------------------------------------------------------------------------------------------------------------
21 12 27 20
(Loss) from continuing operations
before income taxes (23) (637) (160) (1,329)
Income tax benefit - 208 - 443
- ---------------------------------------------------------------------------------------------------------------------
(Loss) from continuing operations (23) (429) (160) (886)
(Loss) from discontinued operations, net of taxes (110) - (110) -
- ---------------------------------------------------------------------------------------------------------------------
Net (loss) $ (133) $ (429) $ (270) $ (886)
=====================================================================================================================
Basic and diluted (loss) per share:
Continuing operations $ (.01) $ (.10) $ (.04) $ (.21)
Discontinued operations (.02) - (.02) -
- ---------------------------------------------------------------------------------------------------------------------
$ (.03) $ (.10) $ (.06) $ (.21)
=====================================================================================================================
Basic and diluted weighted average shares 4,216 4,186 4,205 4,191
See notes to consolidated condensed financial statements.
- 4 -
Valpey-Fisher Corporation and Subsidiaries
Consolidated Condensed Statements of Cash Flows
(In thousands)
(Unaudited)
Six Months Ended
-----------------
6/27/04 6/29/03
-----------------
Cash flows from operating activities:
Net (loss) from continuing operations $ (160) $ (886)
Adjustments to reconcile net (loss) to net cash (used)
by operating activities:
Depreciation and amortization 418 408
Deferred income taxes (26) 43
Net non-cash stock compensation 20 16
Gain on sale of assets (13) -
Changes in operating assets and liabilities, excluding
the effects of the purchase of MF Electronics (253) (17)
- -------------------------------------------------------------------------------------------------
Net cash (used) by operating activities (14) (436)
- -------------------------------------------------------------------------------------------------
Cash flows from investing activities:
Purchase of MF Electronics - (799)
Capital expenditures (75) (46)
Collection of note receivables 19 10
Proceeds from sale of assets 25 -
Other, net (8) (8)
- -------------------------------------------------------------------------------------------------
Net cash (used) by investing activities (39) (843)
- -------------------------------------------------------------------------------------------------
Cash flows from financing activities:
Stock options exercised 5 -
Payments on long-term debt - (1,277)
Purchases of common stock - (60)
- -------------------------------------------------------------------------------------------------
Net cash provided (used) by financing activities 5 (1,337)
- -------------------------------------------------------------------------------------------------
Net cash (used) by discontinued operations - -
- -------------------------------------------------------------------------------------------------
Net (decrease) in cash and cash equivalents (48) (2,616)
Cash and cash equivalents:
Beginning of period 4,209 5,758
-----------------
End of period $ 4,161 $ 3,142
=================
Noncash Investing and Financing Activities:
In 2004, the Company issued 29,500 shares of stock valued at $85,500 to four employees in payment for a
bonus accrued in 2003.
See notes to consolidated condensed financial statements.
- 5 -
Valpey-Fisher Corporation and Subsidiaries
Notes to Consolidated Condensed Financial Statements
1. Financial Presentation:
The interim financial statements are unaudited but, in the opinion of
management, reflect all adjustments necessary for fair presentation of results
for such periods. The results of operations for any interim period are not
necessarily indicative of results for the full year.
These interim financial statements should be read in conjunction with the
financial statements and related notes thereto included in the Company's 2003
Annual Report on Form 10-K as filed with the Securities and Exchange Commission.
2. Stock Compensation Plans:
The Company applies the intrinsic value method, Accounting Principles Board
Opinion No. 25 "Accounting for Stock Issued to Employees" and related
interpretations in accounting for its stock option plans. The Company provides
the disclosure requirements of Statement of Financial Accounting Standards Nos.
123 and 148, "Accounting for Stock-Based Compensation," and related
interpretations and amendments.
The Company adopted the disclosure-only option under SFAS No.123
"Accounting for Stock-Based Compensation." The following table illustrates the
effect on net (loss) per share if the Company had applied the fair value
recognition provisions of SFAS No.123 to stock-based compensation.
Three Months Ended
(in thousands, except per share amounts) 6/27/04 6/29/03
- ---------------------------------------------------------------------------------------------------------
(unaudited)
Net (loss), as reported $ (133) $ (429)
Deduct: Total stock-based employee compensation expense determined under
the fair value based method for all awards, net of related tax benefit (8) (25)
-------------------------
Pro forma net (loss) $ (141) $ (454)
=========================
Basic and diluted (loss) per share, as reported $ (.03) $ (.10)
=========================
Basic and diluted (loss) per share, pro forma $ (.03) $ (.11)
=========================
- 6 -
Six Months Ended
(in thousands, except per share amounts) 6/27/04 6/29/03
- ---------------------------------------------------------------------------------------------------------
(unaudited)
Net (loss), as reported $ (270) $ (886)
Deduct: Total stock-based employee compensation expense determined under
the fair value based method for all awards, net of related tax benefit (31) (60)
-------------------------
Pro forma net (loss) $ (301) $ (946)
=========================
Basic and diluted (loss) per share, as reported $ (.06) $ (.21)
=========================
Basic and diluted (loss) per share, pro forma $ (.07) $ (.23)
=========================
3. Acquisition:
On May 28, 2003, pursuant to an Asset Purchase Agreement dated April 30,
2003, the Company purchased certain assets consisting primarily of inventories,
machinery and equipment and the customer order backlog from MF Electronics Corp.
("MF"), a privately held company located in New Rochelle, NY. MF designs and
manufactures a wide range of frequency control products. The results of MF's
operations have been included in the consolidated financial statements since the
date of acquisition. During the week of June 30, 2003, the purchased assets and
operations of MF were moved to the Company's facility located in Hopkinton, MA.
The following unaudited pro forma financial information presents the
results of the Company as if the acquisition of MF was completed January 1, 2003
(in thousands, except for per share amounts):
Three Months Ended Six Months Ended
6/29/03 6/29/03
------------------ ----------------
Net sales $ 2,859 $ 5,782
Net (loss) (638) (1,298)
Basic and diluted (loss) per share $ (.15) $ (.31)
This pro forma financial information is presented for informational
purposes and is not necessarily indicative of the Company's operating results if
the acquisition had been in effect for the period presented. In addition, they
are not intended to be a projection of future results and do not reflect any
anticipated cost savings or operating efficiencies that the Company believes are
achievable.
4. Comprehensive Income (Loss):
During the three months and six months ended June 27, 2004 and June 29,
2003, there were no differences between comprehensive (loss) and net (loss).
- 7 -
5. Receivables, net:
Receivables, net of allowances, consist of the following:
(in thousands) 6/27/04 12/31/03
-----------------------------------------------------------------------------------------------------
(unaudited)
Accounts receivable, less allowance for doubtful accounts of $124 and $80 $ 1,525 $ 1,161
Refundable income taxes 1,287 1,287
Other - 19
------------------------
$ 2,812 $ 2,467
========================
6. Inventories, net:
Inventories, net of reserves, consist of the following:
(in thousands) 6/27/04 12/31/03
-----------------------------------------------------------------------------------------------------
(unaudited)
Raw materials $ 1,259 $ 1,110
Work in process 377 275
Finished goods 309 186
------------------------
$ 1,945 $ 1,571
========================
7. Discontinued Operations:
During 1998, the Company sold the assets of its Bergen Cable Technologies,
Inc. subsidiary. As a result of the sale, the Company was required to perform
environmental cleanup at the site. During the second quarter of 2004, the
Company expensed $110,000 to increase the environmental expense accrual to
reflect the revised estimate to complete the next phase of the remediation. This
after-tax expense of $110,000 is presented in the Consolidated Statements of
Operations under the caption "(Loss) from discontinued operations". As of June
27, 2004, $1,060,000 has been expensed for the cleanup and accrued liabilities
include $146,000 for future payments. These costs represent the Company's best
estimate, but the ultimate costs will not be known until the remediation is
complete.
8. (Loss) Per Share:
The computation of basic and diluted (loss) per share is computed using the
weighted average number of common shares outstanding during the three months and
six months ended June 27, 2004 and June 29, 2003. During the three months and
six months ended June 27, 2004, 500,938 of common shares issuable under stock
options have not been included in the computation of "Diluted (Loss) per Share".
During the three months and six months ended June 29, 2003, 578,438 of common
shares issuable under stock options have not been included in the computation of
"Diluted (Loss) per Share". These shares were not included because of the
antidilutive effect of the options since the Company reported a loss from
operations in these periods.
9. Reclassifications:
Certain reclassifications have been made to the 2003 financial statements
to conform to the current year presentation.
- 8 -
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Critical Accounting Estimates
Our discussion and analysis of our financial condition and results of operations
are based upon our consolidated financial statements, which have been prepared
in accordance with accounting principles generally accepted in the United
States. The preparation of these financial statements requires us to make
estimates, judgments, and assumptions that affect the reported amounts of
assets, liabilities, revenues and expenses and the related disclosure of
contingent assets and liabilities. Actual results may differ from these
estimates under different assumptions or conditions.
Management believes that judgments and estimates related to the following
critical accounting estimates could materially affect its consolidated financial
statements.
Accounts receivable - The Company performs on-going credit evaluations of
its customers and assesses the collectibility of its accounts receivable based
on a number of factors including the customer's financial condition and
collection history, and current economic trends when evaluating the adequacy of
the allowance for doubtful accounts.
Inventory - The Company estimates the carrying value of its inventory based
upon historic usage and management's assumptions relating to projected customer
purchases, product design changes and product obsolescence. The changing
technology markets that we supply also affect these estimates. If actual market
conditions are less favorable than those projected by management, additional
inventory write-downs may be required.
Income Taxes - The Company has recorded deferred tax assets and liabilities
resulting from differing treatment of items for tax and financial statement
reporting purposes. The Company must estimate its income tax valuation allowance
by assessing which deferred tax assets are more likely than not to be recovered
in the future. Based on our assessment of the realization of these assets, the
Company has recorded a valuation allowance of $704,000 at June 27, 2004. In
reaching our conclusion, we evaluated the existence of deferred tax liabilities
that can be used to absorb deferred tax assets, the deductibility of the
disposal of scrap and worthless inventory, taxable income in prior carryback
years and taxable income by jurisdiction in which we operate and the period over
which the deferred tax assets would be recoverable. In the event that actual
results differ from these estimates in future periods, the Company may need to
establish an additional valuation allowance or reduce the valuation allowance,
which could materially impact our financial position and results of operations.
Liquidity and Capital Resources
Cash and cash equivalents decreased $48,000 during the six months ended
June 27, 2004. During this period, the Company's continuing operations used cash
of $14,000, investing activities used cash of $39,000 and financing activities
generated $5,000 in cash.
Cash used for continuing operations of $14,000 resulted mainly from the net
loss of $160,000 adjusted for the non-cash effect of depreciation of $418,000
and the $253,000 increase in working capital. The net increase in working
capital was mainly due to a $408,000 increase in trade accounts receivables, a
$374,000 increase in inventory offset in part by a $370,000 increase in accounts
payable and a $192,000 increase in accrued liabilities. The increase in accounts
receivable is mainly due to the increased sales level. Days sales outstanding
were 47 days at June 27, 2004 compared to 47 days at December 31, 2003. The
inventory increase is mainly to support the increased level of sales and
backlog. The increase in accounts payable is primarily due to the timing of
inventory purchases. The increase in accrued liabilities was mainly attributable
to increases in commissions payable, employee compensation, environmental costs
and professional fees.
- 9 -
During the six months ended June 27, 2004, the Company sold certain pieces
of machinery and equipment, received $25,000 in cash and recorded a $13,000 gain
on the sale. Capital expenditures amounted to $75,000 during the six months
ended June 27, 2004.
While the Company is projecting a loss in 2004 based on the current
conditions in the telecom market, management believes that based on its current
working capital and the expected cash flows from operations, the Company's
resources are sufficient to meet its financial needs in 2004 including a
remaining capital expenditures budget of approximately $175,000.
Off-Balance Sheet Arrangements
The Company does not maintain any off-balance sheet financing arrangements.
Contractual Obligations
During the normal course of business, we incur certain commitments to make
future payments for the purchase of inventory and production supplies based on
projected requirements. At June 27, 2004, the Company has outstanding purchase
commitments totaling approximately $666,000, all of which are expected to be
fulfilled in 2004.
Results of Operations
For the quarter and six months ended June 27, 2004, net sales increased
$971,000 or 45% and $2,027,000 or 52%, respectively, over the comparable periods
in 2003. Sales from the MF Electronics product line acquired at the end of May
2003 accounted for approximately 50% of the sales increase during both these
periods. Increased unit sales from the remaining product lines accounted for the
majority of the remaining sales increase during these periods. The book-to-bill
ratio during the six months ended June 27, 2004 was 1.08 or slightly better than
1.06 during the comparable period in 2003. The Company's backlog amounted to
$2.3 million at June 27, 2004 compared to $1.8 million at December 31, 2003 and
$1.6 million at June 29, 2003. The Company saw increased activity in the IT
markets (servers, switches and storage) and some slight increase in the telecom
market beginning during the 1st quarter of 2004. Management believes that the
market conditions for the Company's products, in particular those for the
telecom market, are slowly starting to stabilize and in fact show modest growth.
However, our near-term visibility continues to be poor and we continue to see
customer orders for small quantities with near-term delivery dates. Management
is not sure of the potential impact on its future operations from the current
continuing telecom market uncertainties and our industry's over capacity issues.
The Company reported a $922,000 gross profit (29% of net sales) in the
quarter ended June 27, 2004 versus a $282,000 gross profit (13% of net sales) in
the 2003 quarter. For the six months ended June 27, 2004, the gross profit was
$1,709,000 (29% of net sales) compared to $367,000 (9% of net sales) in the 2003
period. About 50% of the dollar increase during both of these periods was due to
the gross profit provided by the MF Electronics product line sales. During these
periods, the remaining increases were generated from the higher margins from the
existing product lines resulting mainly from the favorable effect of spreading
the fixed overhead costs over the higher sales level. As a percentage of sales,
direct labor and raw material costs remained fairly constant during these
periods.
During the quarter ended June 27, 2004, selling and advertising expenses
increased $30,000 (8%) over the comparable period in 2003. As a result of the
sales increase during 2004, sales commission expense to outside manufacturers'
representatives increased $43,000 over 2003 quarter. This commission expense
increase was partially offset by reductions in various expense accounts. During
the six months ended June 27, 2004, selling and advertising expenses increased
$51,000 (7%) over the same period in 2003. Sales commission expense to outside
manufacturers' representatives increased $90,000 and travel expenses increased
about $12,000 as a result of increased customer visits. These expense increases
were partially offset by a $54,000 decrease in personnel expenses.
- 10 -
During the quarter ended June 27, 2004, general and administrative expenses
decreased $7,000 from the comparable 2003 period. A $48,000 reduction in
personnel expenses resulting mainly from the integration of the MF Electronics
acquisition, offset in part by a $35,000 increase in professional fees,
primarily as a result of costs relating to the new financial reporting and
corporate governance requirements were the main reasons for the expense
reduction. During the six months ended June 27, 2004, general and administrative
expenses increased $93,000 (10%) over the same period in 2003. Increases in
professional fees of $70,000 and MIS expenses of $31,000, partially offset by
reductions in various expense accounts were the main reasons for the expense
increase.
For the quarter and six months ended June 27, 2004, research and
development expenses increased $12,000 and $36,000 over the comparable 2003
periods. These increases were primarily due to increased personnel expenses.
The decreases in interest income during the quarter and six months ended
June 27, 2004 from the 2003 periods were mainly due to the lower average cash
balances in 2004 and, to a lesser extent, lower interest rates during the
current year. The decrease in interest expense from the 2003 amount is due to
the Company paying-off the balance of its outstanding term-debt in the first
quarter of 2003. During the quarter ended June 27, 2004, the Company sold
equipment and realized a $13,000 gain.
During the quarter and six months ended June 27, 2004, the Company did not
provide for income taxes based on the estimated taxable loss this year due to
the uncertainty surrounding the realization of these future tax benefits. The
estimated effective federal and state income tax rate for 2003 is 33%. The
Company is providing a valuation allowance for the full amount of the state
income tax benefit in 2003 due to the uncertainty of realization.
For the quarter ended June 27, 2004, the Company reported an operating loss
of $44,000 compared to an operating loss of $649,000 in comparable quarter of
2003. The reduction in operating loss was mainly due to the increases in sales
and gross margin in 2004, offset in part by higher operating expenses. During
the quarter ended June 27, 2004 the Company reported a $23,000 net loss from
continuing operations compared to a net loss of $429,000 from continuing
operations in comparable 2003 period. During the quarter ended June 27, 2004,
the Company reported an $110,000 loss from discontinued operations. As a result,
for the quarter ended June 27, 2004, the Company reported a net loss of $133,000
versus a net loss of $429,000 in 2003.
For the six months ended June 27, 2004, the Company reported an operating
loss of $187,000 compared to an operating loss of $1,349,000 in comparable
period of 2003. The reduction in operating loss was mainly due to the increases
in sales and gross margin in 2004, offset in part by higher operating expenses.
During the six months ended June 27, 2004 the Company reported a $160,000 net
loss from continuing operations compared to a net loss of $886,000 from
continuing operations in comparable 2003 period. During the six months ended
June 27, 2004, the Company reported an $110,000 loss from discontinued
operations. As a result, for the six months ended June 27, 2004, the Company
reported a net loss of $270,000 versus a net loss of $886,000 in 2003.
- 11 -
Forward-Looking Statements
Certain statements made herein contain forward-looking statements that
involve risks and uncertainties that could cause actual results to differ
materially from those in the forward-looking statements. Words such as
"expects", "believes", "estimates", "plans" or similar expressions are intended
to identify such forward-looking statements. The forward-looking statements are
based on the Company's current views and assumptions and involve risks and
uncertainties that include, but not limited to: the Company's ability to achieve
profitability, the current production over-capacity within the suppliers
frequency control devices, the ability to develop, market and manufacture new
innovative products competitively, the fluctuations in product demand of the
telecommunications industry, the ability of the Company and its suppliers to
produce and deliver materials and products competitively, and the ability to
limit the amount of the negative effect on operating results caused by pricing
pressure.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Company's cash balances in excess of operating requirements are
currently invested in money market accounts. These money market accounts are
subject to interest rate risk and interest income will fluctuate in relation to
general money market rates. Based on the cash and cash equivalent balance at
June 27, 2004, and assuming the balance was totally invested in money market
instruments for the full year, a hypothetical 1% point change in interest rates
would result in an approximate $41,600 increase or decrease in interest income.
The Company purchases certain inventory from and sells product in foreign
countries. As these activities are currently transacted in U.S. dollars, they
are not subject to foreign currency exchange risk. However, significant
fluctuation in the currencies where the Company purchases inventory or sells
product could make the U.S. dollar equivalent of such transactions more or less
favorable to the Company and the other involved parties.
Item 4. Controls and Procedures
Evaluation of disclosure controls and procedures.
At the end of the period covered by this report, the Company carried out an
evaluation, under the supervision and with participation of the Company's
management, including the Company's Chief Executive Officer and Chief Financial
Officer, of the Company's disclosure controls and procedures pursuant to
Exchange Act Rule 13a-15(e). Based upon that evaluation, the Chief Executive
Officer and Chief Financial Officer concluded that the Company's disclosure
controls and procedures are effective.
Changes in internal control.
During the second quarter of 2004, there were no changes in the Company's
internal control over financial reporting that have materially affected, or are
reasonably likely to materially affect, the Company's internal control over
financial reporting.
- 12 -
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
The Annual Meeting of Stockholders was held on May 6, 2004. Listed below
are the matters submitted to stockholders and the results of the stockholder
votes.
(1) Election of seven directors
- -------------------------------
Nominee "For" "Withheld"
- --------------------------------------------------------------------------------
Mario Alosco 3,648,299 17,716
Richard W. Anderson 3,634,142 31,873
Michael J. Ferrantino 3,648,087 17,928
Eli Fleisher 3,648,889 17,116
Lawrence Holsborg 3,611,378 54,637
John J. McArdle III 3,611,099 54,916
Ted Valpey, Jr. 3,611,180 54,835
(2) To approve the amendment to the 2003 Stock Option Plan
- ----------------------------------------------------------
For 2,528,575
Against 100,528
Abstain 16,624
Broker non-votes 1,020,288
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
10.1 2003 Stock Option Plan, as amended as of March 24, 2004 (incorporated
by reference to Appendix D to the Proxy Statement of Registrant for
its Annual Meeting of Stockholders held on May 6, 2004).
31.1 Certification of Chief Executive Officer Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002. Filed herewith.
31.2 Certification of Chief Financial Officer Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002. Filed herewith.
32.1 Certification of the Chief Executive Officer and Chief Financial
Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002. Filed herewith.
(b) Reports on Form 8-K
On May 6, 2004, the Registrant filed a report on Form 8-K dated May
6, 2004 reporting under Item 7.(c) Exhibits and Item 12. Results of
Operations and Financial Condition.
- 13 -
SIGNATURES
Pursuant to the requirements 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.
Valpey-Fisher Corporation
Date: August 6, 2004 By /s/ Michael J. Ferrantino
----------------------------
Michael J. Ferrantino,
President and Chief Executive Officer
Date: August 6, 2004 By /s/ Michael J. Kroll
-----------------------
Michael J. Kroll
Vice President, Treasurer and Chief
Financial Officer
- 14 -