UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
For the quarterly period ended March 27, 1998
Commission file Number 0-6508
Delaware 13-3458955 ----------------------------- ----------------------------------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) |
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 the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practical date:
Common Stock, $0.01 Par Value - 7,559,951 shares as of May 6, 1998.
PART 1 FINANCIAL INFORMATION
Page Number Item 1. Financial Statements Consolidated Balance Sheets as of : March 27, 1998 (Unaudited) and September 30, 1997............. 4 Consolidated Statements of Income for the three months ended: March 27, 1998 (Unaudited) and March 28, 1997 (Unaudited).................................... 5 Consolidated Statements of Income for the six months ended: March 27, 1998 (Unaudited) and March 28, 1997 (Unaudited).................................... 6 Consolidated Statement of Cash Flows for the six months ended: March 27, 1998 (Unaudited) and March 28, 1997 (Unaudited).................................... 7 Notes to Consolidated Financial Statements (Unaudited)......................................... 8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.....................10 PART II Item 1. Legal Proceedings.............................................. 12 Item 2. Changes in Securities.......................................... 12 |
Item 3. Defaults Upon Senior Securities................................ 12 Item 4. Submission of Matters to a Vote of Security Holders............ 12 Item 5. Other Information.............................................. 12 Item 6. Exhibits and Reports on Form 8-K............................... 12 Signature ............................................................. 13 |
IEC ELECTRONICS CORP. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS MARCH 27, 1998 AND SEPTEMBER 30, 1997 (in thousands, except for share and per share data) MARCH 27,1998 SEPTEMBER 30,1997 ---------------- ------------------ ASSETS (Unaudited) Current Assets: Cash and cash equivalents $1,604 $3,921 Accounts receivable 36,956 49,045 Inventories 27,994 45,360 Income taxes receivable 101 - Deferred income taxes 1,900 1,900 Other current assets 341 98 --------- ---------- Total current assets 68,896 100,324 --------- ---------- Property, Plant and Equipment, net 39,336 39,391 ---------- ---------- Other Assets: Cost in excess of net assets acquired, net 12,110 12,346 Other assets 9 9 ----------- ---------- Total other assets 12,119 12,355 ----------- ---------- $120,351 $152,070 =========== ========== LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities: Borrowings under lines of credit $12,000 $10,530 Current portion of long-term debt 3,628 3,291 Accounts payable 13,333 43,904 Accrued payroll and related expenses 3,457 5,611 Accrued income taxes - 1,887 Other accrued expenses 361 479 ------- ------- Total current liabilities 32,779 65,702 ------- ------- Deferred Income Taxes 3,919 3,919 ------- ------- Long-Term Debt 6,708 6,988 ------- ------- Shareholders' Equity: Preferred stock, par value $.01 per share Authorized - 500,000 shares Outstanding - 0 shares - - Common stock, par value $.01 per share Authorized - 50,000,000 shares Outstanding - 7,559,951 shares and 7,552,201 shares 75 75 Additional paid-in capital 38,478 38,430 Retained earnings 38,803 37,367 Treasury Stock, at cost - 20,573 shares -411 -411 ------- ------- Total shareholders' equity 76,945 75,461 ------- ------- $120,351 $152,070 ======= ======= The accompanying notes to unaudited consolidated financial statements are an integral part of these balance sheets |
IEC ELECTRONICS CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME FOR THE THREE MONTHS ENDED MARCH 27, 1998 AND MARCH 28, 1997 (in thousands, except per share data) 3 MONTHS ENDED 3 MONTHS ENDED MARCH 27, 1998 MARCH 28, 1997 -------------- ------------------ (Unaudited) (Unaudited) Net sales $71,045 $61,103 Cost of sales 66,738 54,015 ------- ------- Gross profit 4,307 7,088 Selling and administrative expenses 4,043 3,706 Customer bankruptcy write-off 1,130 - ------- ------- Operating income(loss) (866) 3,382 Interest expense (598) (384) Other income, net 17 82 ------- ------- Income (loss) before income taxes (1,447) 3,080 Provision for(Benefit from)Income taxes (556) 1,208 ------- ------- Net Income(Loss) ($891) $1,872 ======= ======= Net income (loss) per share: Basic ($0.12) $0.25 Diluted ($0.12) $0.25 Weighted average number of shares: Basic 7,539 7,415 Diluted 7,649 7,511 The accompanying notes to unaudited consolidated financial statements are an integral part of these financial statements. |
IEC ELECTRONICS CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME FOR THE SIX MONTHS ENDED MARCH 27, 1998 AND MARCH 28, 1997 (in thousands, except per share data) 6 MONTHS ENDED 6 MONTHS ENDED MARCH 27, 1998 MARCH 28, 1997 -------------- ------------------ (Unaudited) (Unaudited) Net sales $165,161 $111,625 Cost of sales 152,165 99,829 ------- ------- Gross profit 12,996 11,796 Selling and administrative expenses 8,343 6,558 Customer bankruptcy write-off 1.130 - ------- ------- Operating income 3,523 5,238 Interest expense (1,246) (774) Other income, net 60 178 ------- ------- Income before income taxes 2,337 4,642 Provision for Income taxes 901 1,857 ------- ------- Net Income $1,436 $2,785 ======= ======= Net income per share: Basic $0.19 $0.38 Diluted $0.19 $0.37 Weighted average number of shares: Basic 7,537 7,415 Diluted 7,717 7,498 The accompanying notes to unaudited consolidated financial statements are an integral part of these financial statements. |
IEC ELECTRONICS CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED MARCH 27, 1998 AND MARCH 28, 1997 (in thousands) 6 MONTHS 6 MONTHS ENDED ENDED MARCH 27, MARCH 28, 1998 1997 ------------ ------------ (Unaudited) (Unaudited) Cash Flows from Operating Activities: Net Income $1,436 $2,785 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 4,900 4,703 Increase in other assets - (38) Gain on sale of fixed assets - (14) Amortization of cost in excess of net assets acquired 237 237 Changes in operating assets and liabilities: Decrease (Increase)in accounts receivable 12,089 (9,617) Decrease (Increase) in inventories 17,366 (5,111) (Increase)Decrease in income taxes receivable (101) 757 Increase in other current assets (242) (3) (Decrease)Increase in accounts payable (30,571) 11,172 (Decrease)Increase in accrued payroll and related expenses (2,153) 196 (Decrease)Increase in accrued income taxes (1,887) 724 Decrease in other accrued expenses (119) (11) ------- ------- Net cash provided by operating activities 955 5,780 ------- ------- Cash Flows from Investing Activities: Purchases of property, plant and equipment (4,845) (3,282) Proceeds from sale of property - 14 Merger related costs (1) (1) ------- -------- Net cash used in investing activities (4,846) (3,269) ------- -------- Cash Flows from Financing Activities: Exercise of stock options 48 - Net borrowings under line of credit agreements 13,000 - Line of Credit repayments (9,030) - Principal payments on long-term debt (2,444) (1,494) -------- --------- Net cash provided by(used in)financing activities 1,574 (1,494) -------- --------- Net (decrease)increase in cash and cash equivalents (2,317) 1,017 Cash and cash equivalents at beginning of period 3,921 1,482 -------- --------- Cash and cash equivalents at end of period $1,604 $2,499 ========== ========== Supplemental Disclosures of Cash Flow Information: Cash paid during the period for: Interest $1,247 $774 Income taxes $2,889 $743 ========== ========== Cash received during the period for: Income taxes $ - $367 - ========== ========== The accompanying notes to unaudited consolidated financial statements are an integral part of these financial statements. |
IEC ELECTRONICS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 27, 1998
Dollar amounts are presented in thousands
(1) Business and Summary of Significant Accounting Policies
March 27, 1998 September 30, 1997 ---------------- ---------------- (Unaudited) Raw materials $21,082 $38,209 Work-in-process 6,912 7,151 ---------------- ---------------- $27,994 $45,360 ================ ================ |
IEC ELECTRONICS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 27, 1998
Dollar amounts are presented in thousands
All references to net income per share should be assumed to have been calculated under SFAS No.128.
The following table sets forth the computation of basic and diluted earnings per share for the three and six month periods ended March 27, 1998 and March 28, 1997.
3 MONTHS ENDED 3 MONTHS ENDED MARCH 27, 1998 MARCH 28, 1997 --------------- ------------------ Net income(loss) - basic $(891) $1,872 ------ ------ Net income(loss) - diluted $(891) $1,872 ===== ====== Shares used to compute net income per share: Basic: Weighted average Shares 7,539 7.415 ===== ===== Diluted: Weighted average Shares 7,539 7,415 Common stock equivalents- stock options 110 96 --- -- Total diluted shares 7,649 7,511 ===== ===== Net Income(Loss) per share - basic (.12) .25 ==== ==== Net Income(Loss) per share - diluted (.12) .25 ==== ==== 6 MONTHS ENDED 6 MONTHS ENDED MARCH 27, 1998 MARCH 28, 1997 --------------- ------------------ Net income - basic $1,436 $2,785 ------ ------ Net income - diluted $1,436 $2,785 ====== ====== Shares used to compute net income per share: Basic: Weighted average Shares 7,537 7.415 ===== ===== Diluted: Weighted average Shares 7,537 7,415 Common stock equivalents- stock options 180 83 --- -- Total diluted shares 7,717 7,498 ===== ===== Net Income per share - basic .19 .38 ==== ==== Net Income per share - diluted .19 .37 ==== ==== |
IEC ELECTRONICS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 27, 1998
Dollar amounts are presented in thousands
At March 27, 1998, $12,000 and $9,615 were outstanding on the working capital and equipment line of credit, respectively. Amounts borrowed under the equipment line of credit are repayable monthly from date of borrowing over a life term of 60 months.
The Company has a commitment from Chase Manhattan Bank to underwrite and to act as adminstative agent for a $65 million senior credit facility. The commitment is subject to customary conditions including the execution of a definitive Credit Agreement, which is expected to close in May 1998.
There are no material legal proceedings pending to which the Company or any of its subsidiaries is a party or to which any of the Company's or subsidiaries' property is subject. To the Company's knowledge, there are no material legal proceedings to which any director, officer or affiliate of the Company, or any beneficial owner of more than 5 percent (5%) of Common Stock, or any associate of any of the foregoing, is a party adverse to the Company or any of its subsidiaries.
Net sales for the three months ended March 27, 1998, were $71.0 million, compared to $61.1 million in the same quarter a year ago, an increase of 16.3%. The increase in sales is primarily due to a higher material content and a further shift to turnkey sales. Turnkey sales represented 98% and 94% of net sales in the second quarter of fiscal 1998 and 1997, respectively.
Gross profit as a percentage of sales was 6.1% in the three months ended March 27, 1998, down from 11.6% in the comparable period of the prior year. This decrease results from a higher material content in the current year and a decline in capacity utilization in the second quarter of 1998 compared to the second quarter of last year. The Company is aggressively implementing cost reductions and has reduced headcount by approximately 1,000 people since January 1, 1998.
Selling and administrative expenses increased to $4.0 million for the three months ended March 27, 1998, from $3.7 million in the comparable quarter of the prior fiscal year. This increase is largely caused by higher selling expenses and additional sales salaries. As a percentage of sales, selling and administrative expenses decreased to 5.7 percent from 6.1 percent in the same quarter of the prior year.
The Company fully wrote off the accounts receivable and inventory balances of a customer that declared Chapter 11 bankruptcy during the quarter ended March 27, 1998. The write-off represents the Company's maximum exposure and may be reduced by future recoveries.
Interest expense of $.6 million for the three months ended March 27, 1998, was substantially higher than the $.4 million of interest expense in the comparable period last year as a result of higher average borrowing levels during the current quarter.
For the quarter, the Company posted a net loss of $ .9 million, or a $.12 loss per share compared to net income for the second quarter of fiscal 1997 of $1.9 million, or $.25 earnings per share.
Net sales for the six-month period ended March 27, 1998, were $165.2 million, an increase of 48.0 percent over the first half of fiscal 1997. The increase in sales is primarily due to a higher material content, especially one large job in the first quarter of fiscal 1998 with an unusually high material content, as well as a further shift to turnkey sales. Turnkey sales represented 98% and 93% of net sales in the first half of fiscal 1998 and 1997, respectively.
Gross profit as a percentage of sales was 7.9 percent for the six months ended March 27, 1998, down from 10.6 percent in the comparable period of the prior year. This decrease results from the high material content noted in the sales discussion, as well as a decline in capacity utilization in the second quarter of fiscal 1998 compared to the second quarter of fiscal 1997.
Selling and administrative expenses increased to $8.3 million for the six months ended March 27, 1998, from $6.6 million in the first half of last year. This increase was largely caused by higher selling expenses due to increased sales commission expense resulting from higher sales and additional sales salaries. As a percentage of sales, selling and administrative expenses decreased to 5.1 percent from 5.9 percent in the first half of fiscal 1998 and 1997, respectively.
Interest expense of $1.2 million for the six months ended March 27, 1998, was substantially higher than the $.8 million of interest expense in the comparable period last year as a result of higher average borrowing levels.
For the six months ending March 27, 1998, net income was $1.4 million, or $.19 earnings per share compared to net income for the first six months of fiscal 1997 of $2.8 million, or $.37 earnings per share.
The cost of sales and resulting gross profit as a percentage of sales can vary widely among different jobs, within both turnkey and consignment sales and are affected by a number of factors including the mix of consignment and turnkey contracts, the percentage of material content, the percentage of labor content, quantities ordered, the complexity of the assemblies, the degree of automation utilized in the assembly process and the efficiencies achieved by the Company in managing material procurement costs, inventory levels and manufacturing processes.
Net sales for the month of March 1998 were $27.5 million, representing 39% of the total net sales for the three month period ending March 27, 1998. The Company operates on a fiscal quarter consisting of four weeks in the first and second months and five weeks in the third month.
The Company maintained credit facilities with its bank as of March 27, 1998. These facilities included a credit line of up to $21.0 million for working capital and $12.0 million for equipment purchases. At March 27, 1998, $12.0 million and $9.8 million were outstanding on the working capital and equipment line of credit, respectively. Amounts borrowed under the equipment line of credit are repayable monthly from date of borrowing over a term of 60 months. At March 27, 1998, approximately $11.4 million was available for borrowing under these existing lines of credit.
During May 1998, the Company expects to close a $65 million senior credit facility with a syndication of three lenders led by Chase Manhattan Bank as administrative agent. The closing is subject to customary conditions. The Company believes that its cash balances, funds generated from operations and its existing credit facilities will be sufficient for the Company to meet its capital expenditures and working capital needs for its operations as presently conducted. As part of its overall business strategy, the Company may from time to time evaluate acquisition opportunities. The funding for these future transactions, if any, may require the Company to obtain additional sources of financing.
The impact of inflation on the Company's operations has been minimal due to the fact that it is able to adjust its bids to reflect any inflationary increases in cost.
Except for historical information, statements in this quarterly report are forward-looking made pursuant to the safe harbor created by the Private Securities Litigation Reform Act of 1995 and are therefore subject to certain risks and uncertainties including timing of orders and shipments, availability of material, product mix and general market conditions that could cause actual results to differ materially from those projected in the forward looking statements. Investors should consider the risks and uncertainties discussed in the September 30, 1997, Form 10K and its other filings with the Securities and Exchange Commission.
PART II. OTHER INFORMATION
Item 1 -- Legal Proceedings
None.
Item 2 -- Changes in Securities
None.
Item 3 -- Defaults Upon Senior Securities
None.
Item 4 -- Submission of Matters to a Vote of Security Holders
(a) The annual Meeting of Stockholders was held on Febuary 25, 1998
(b) The names of the directors elected at the Annual Meeting are as follows
David J. Beaubien
Thomas W. Folger
W. Barry Gilbert
Robert P.B. Kidd
Eben S. Moulton
Russell E. Stingel
Justin L. Vigdor
(c)(i) At the Annual Meeting, the tabulation of the votes with respect to each nominee was as follows:
Nominee Votes FOR Authority Withheld ------- --------- ------------------ David J. Beaubien 6,296,035 99,002 Thomas W. Folger 6,290,161 104,876 W. Barry Gilbert 6,295,585 99,452 Robert P.B. Kidd 6,291,535 103,502 Eben S. Moulton 6,295,585 99,452 Russell E. Stingel 6,295,135 99,902 Justin L. Vigdor 6,295,235 99,802 |
(ii) At the Annual Meeting, the Stockholders voted upon three other matters. The description of each other matter voted upon and the tabulation of votes with repect to each such matter are as follows:
Votes Votes Votes Broker FOR AGAINST ABSTAINING NON-VOTES --------- ---------- ---------- --------- (a)Proposal to amend the 4,935,175 1,449,638 10,224 -0- Certificate of Incorpation to increase the number of authorized shares of Common Stock (b)Proposal to approve the 4,169,910 204,895 26,088 1,994,144 amendment to the 1993 Stock Option Plan (c)Proposal To approve the 4,247,684 154,260 30,195 1,962,898 Director Compensation Plan |
Item 5 -- Other Information
None.
Item 6 -- Exhibits and Reports on Form 8-K
a. Exhibits
3.1 Certificate of Amendment of Certificate of Incorporation of IEC Electronics Corp. filed with the Secretary of State of the State of Delaware on February 26, 1998.
3.2 By-Laws of IEC Electronics Corp. As Amended Through 5/1/98
b. Reports on Form 8-K
None.
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.
IEC ELECTRONICS CORP.
REGISTRANT
Dated: May 6, 1998 /s/Russell E. Stingel ----------------------------- Russell E. Stingel Chief Executive Officer Dated: May 6, 1998 /s/Diana R. Kurty ------------------------------ Diana R. Kurty Vice President of Finance, Chief Finanical Officer and Treasurer |
EXHIBIT 3.1 Certificate of Amendment of Certificate of Incorporation of IEC Electronics Corp. filed with the Secretary of State of the State of Delaware on February 26, 1998.
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF IEC ELECTRONICS CORP.
Under Section 242 of the General Corporation Law
The undersigned, being the Chief Executive Officer and the Assistant Secretary of IEC Electronics Corp., do hereby certify as follows:
1. The name of the Corporation is IEC ELECTRONICS CORP. The Corporation was originally formed under the name DFT Holdings Corp.
2. The Certificate of Incorporation was filed by the Delaware Secretary of State on April 21, 1988.
3. The Certificate of Incorporation is amended to increase the authorized shares of Common Stock from 15,000,000 having a par value of $.01 per share to 50,000,000 having a par value of $.01 per share. Therefore, paragraph Fourth of the Certificate of Incorporation is hereby to read in its entirety as follows:
"Fourth The total number of shares of all classes of capital stock which the corporation shall have the authority to issue is Fifty Million Five Hundred Thousand (50,500,000) shares, consisting of Fifty Million (50,000,000)sahare of Common having a par value of $.01 per share and Five Hundred Thousand (500,000) shares of Preferred Stock having a par value of $.01 per share.
4. The above amendment to the Certificate of incorporation was authorized by a vote of the holders of a majority of all outstanding shares entitled to vote thereon at a meeting of shareholders.
IN WITNESS WHEREOF, this Certificate has been subscribed this 25th day of February, 1998 by the undersigned who affirm that the statements made herein are true under the penalties of perjury.
/s/Russell E. Stingel ------------------------------------------ Russell E. Stingel, Chief Executive Officer /s/Martin S. Weingarten ------------------------------------------ Martin S. Weingarten, Assistant Secretary |
EXHIBIT 3.2 By-Laws of IEC Electronics Corp. As Amended Through 5/1/98.
As Amended Through 5/1/98
BY - LAWS
IEC ELECTRONICS CORP.
(hereinafter called the Corporation)
ARTICLE I
OFFICES
Section 1. Registered Office. The registered office of
the Corporation shall be in the City of Wilmington, County of New
Castle, State of Delaware.
Section 2. Other Offices. The Corporation may also have
offices at such other places both within and without the State of
Delaware as the Board of Directors may from time to time
determine.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. Time and Place of Meetings. Meetings of the
stockholders for the election of directors or for any other
purpose shall be held at such time and place, either within or
without the State of Delaware, as shall be designated from time
to time by the Board of Directors and stated in the notice of the
meeting or in a duly executed waiver of notice thereof, and any
such meeting called by the Board of Directors may be postponed by
the Board of Directors to another time and place prior to the
holding of such meeting.
Section 2. Annual Meetings. The Annual Meetings of
Stockholders shall be held on such dates and at such times as
shall be designated from time to time by the Board of Directors
and stated in the notice of the meeting, at which meetings
the stockholders shall elect by a plurality vote a Board of
Directors, and transact such other business as may properly be
brought before the meeting. Written notice of the Annual Meeting
stating the place, date and hour of the meeting shall be given to
each stockholder entitled to vote at such meeting not less than
ten nor more than sixty days before the date of the meeting.
Section 3. Special Meetings. Unless otherwise
prescribed by law or by the Certificate of Incorporation, Special
Meetings of Stockholders, for any purpose or purposes, may be
called by either (i) the Chairman, if there be one, or (ii) the
President (iii) any Vice President, if there be one, (iv) the
Secretary, or (v) any Assistant Secretary, if there be one. Such
request shall state the purpose or purposes of the proposed
meeting. Written notice of a Special Meeting stating the place,
date and hour of the meeting and the purpose or purposes for
which the meeting is called shall be given not less than ten nor
more than sixty days before the date of the meeting to each
stockholder entitled to vote at such meeting.
Section 4. Quorum. Except as otherwise provided by law
or by the Certificate of Incorporation, the holders of a majority
of the capital stock issued and outstanding and entitled to vote
thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the
transaction of business. If, however, such quorum shall not be
present or represented at any meeting of the stockholders, the
stockholders entitled to vote thereat, present in person or
represented by proxy, shall have the power to adjourn the meeting
from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented. At such
adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been
transacted at the meeting as originally noticed. If the
adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned meeting,
a notice of the adjourned meeting shall be given to each
stockholder entitled to vote at the meeting.
Section 5. Voting. Unless otherwise required by law,
the Certificate of Incorporation or these By-Laws, any question
brought before any meeting of stockholders shall be decided by
the vote of the holders of a majority of the stock represented
and entitled to vote thereat. Each stockholder represented at a
meeting of stockholders shall be entitled to cast one vote for
each share of the capital stock entitled to vote thereat held by
such stockholder. Such votes may be cast in person or by proxy
but no proxy shall be voted on or after three years from its
date, unless such pr6xy provides for a longer period. The Board
of Directors, in its discretion, or the officer of the
Corporation presiding at a meeting of stockholders, in his
discretion, may require that any votes cast at such meeting shall
be cast by written ballot.
Section 6. Authorization of Merger, Consolidation or
Sale of Assets. A vote of 66 2/3 percent of the outstanding
stock entitled to vote thereon shall be required to authorize any
agreement for merger, consolidation or sale of all or
substantially all of the assets of the Corporation. Such vote
shall be taken at a meeting called and held upon notice in
accordance with the General Corporation Law and these By-Laws.
Section 7. List of Stockholders Entitled to Vote. The
officer of the Corporation who has charge of the stock ledger of
the Corporation shall prepare and make, at least ten days before
every meeting of stockholders, a complete list of the
stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder
and the number of share registered in the name of each
stockholder. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least ten days prior
to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the
notice of the meeting, or, if not so specified, at the place
where the meeting is to be held. This list shall also be
produced and kept at the time and place of the meeting during the
whole time thereof, and may be inspected by any stockholder of
the Corporation who is present.
Section 8. Stock Ledger. The stock ledger of the
Corporation shall be the only evidence as to who are the
stockholders entitled to examine the stock ledger, the list
required by Section 7 of this Article II or the books of the
Corporation, or to vote in person or by proxy at any meeting of
stockholders.
Section 9. Notification of Nominations. Nominations for
the election of directors may be made by the Board of Directors
or by any stockholder entitled to vote for the election of
directors. Any stockholder entitled to vote for the election of
directors at a meeting may nominate persons for election as
directors only if written notice of such stockholder's intent to
make such nomination is given, either by personal delivery or by
United States mail, postage prepaid, to the Secretary of the
Corporation not later than (i) with respect to an election to be
held at an annual meeting of stockholders, 90 days in advance of
such meeting, and (ii) with respect to an election to be held at
a special meeting of stockholders for the election of directors,
the close of business on the seventh day following the date on
which notice of such meeting is first given to stockholders.
Each such notice shall set forth: (a) the name and address of
the stockholder who intends to make the nomination and of the
person or persons to be nominated (b) a representation that such
stockholder is a holder of record of stock of the Corporation
entitled to vote at such meeting and intends to appear in person
or by proxy at the meeting to nominate the person or persons
specified in the notice, (c) a description of all arrangements or
understandings between such stockholder and each nominee and any
other person or persons (naming such person or persons) pursuant
to which the nomination or nominations are to be made by such
stockholder, (d) such other information regarding each nominee
proposed by such stockholder as would have been required to be
included in a proxy statement filed pursuant to the proxy rules
of the Securities and Exchange Commission had each nominee been
nominated, or intended to be nominated by the Board of Directors,
and (e) the consent of each nominee to serve as a director of the
Corporation if elected. The chairman of a stockholder meeting
may refuse to acknowledge the nomination of any person not made
in compliance with the foregoing procedure.
Section 10. Notification of Proposals for Corporate
Action. Any stockholder entitled to vote at a meeting may make a
proposal for corporate action at such meeting only if written
notice of such stockholder's intent to make such a proposal is
given, either by personal delivery or by United States mail,
postage prepaid, to the Secretary of the Corporation not later than
(i) with respect to an annual meeting of stockholders, 90 days in
advance of such meeting, and (ii) with respect to a special
meeting of stockholders, the close of business on the seventh day
following the date on which notice of such meeting is first given
to stockholders. Each such notice shall set forth: (a) the name
and address of the stockholder who intends to make the proposal,
(b) a representation that such stockholder is a holder of record
of stock of the Corporation entitled to vote at such meeting and
intends to appear in person or by proxy at the meeting to make
the proposal, (c) a description of the proposal, (d) such other
information regarding the proposal as would have been required to
be included in a proxy statement filed pursuant to the proxy
rules of the Securities and Exchange commission. The chairman of
a stockholder meeting may refuse to acknowledge the proposal of
any person not made in compliance with the foregoing procedure.
Section 11. Conduct of Meeting. The Board of Directors
of the Corporation shall be entitled to make such rules or
regulations for the conduct of meetings of stockholders as it
shall deem necessary, appropriate or convenient. Subject to such
rules and regulations of the Board of Directors, if any, the
chairman of the meeting shall have the right and authority to
prescribe such rules, regulations and procedures and to do all
such acts as, in the judgment of such chairman, are necessary,
appropriate or convenient for the proper conduct of the meeting,
including, without limitation, establishing an agenda or order of
business for the meeting, rules and procedures for maintaining
order at the meeting and the safety of those present, limitations
on participation in such meeting to stockholders of record of the
Corporation and their duly authorized and constituted proxies,
and such other persons as the Chairman shall permit, restrictions
on entry to the meeting after the time fixed for the commencement
thereof, limitations on the time allotted to questions or comment
by participants and regulation of the opening and closing of the
polls for balloting on matters which are to be voted on by
ballot, unless, and to the extent, determined by the Board of
Directors or the chairman of the meeting, meetings of
stockholders shall not be required to be held in accordance with
rules of parliamentary procedure.
ARTICLE III
DIRECTORS
Section 1. Number and Election of Directors. The Board
of Directors shall consist of not less than one nor more than
fifteen members, the exact number of which shall initially be
fixed by the Incorporator and thereafter from time to time by the
Board of Directors. Except as provided in Section 2 of this
Article III, directors shall be elected by a plurality of the
votes cast at Annual Meetings of Stockholders, and each director
so elected shall hold office until the next Annual Meeting and
until his successor is duly elected and qualified, or until his
earlier resignation or removal. Any director may resign at any
time upon notice to the Corporation. Directors need not be
stockholders.
Section 2. Vacancies. Vacancies and newly created
directorships resulting from any increase in the authorized
number of directors may be filled by a majority of the directors
then in office, though less than a quorum, or by a sole remaining
director, and the directors so chosen shall hold office until the
next annual election and until their successors are duly elected
and qualified, or until their earlier resignation or removal.
Section 3. Duties and Powers. The business of the
Corporation shall be managed by or under the direction of the
Board of Directors which may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by
statute or by the Certificate of Incorporation or by these
By-Laws directed or required to be exercised or done by the
stockholders.
Section 4. Meetings. The Board of Directors of the
Corporation may hold meetings, both regular and special, either
within or without the State of Delaware. Regular meetings of the
Board of Directors may be held without notice at such time and at
such place as may from time to time be determined by the Board of
Directors. Special meetings of the Board of Directors may be
called by the Chairman, if there be one, the President, or any
director. Notice thereof stating the place, date and hour of the
meeting shall be given to each director either by mail not less
than forty-eight (48) hours before the date of the meeting, by
telephone or telegram on twenty-four (24) hours' notice, or on
such shorter notice as the person or persons calling such meeting
may deem necessary or appropriate in the circumstances.
Section 5. Quorum. Except as may be otherwise
specifically provided by law, the Certificate of Incorporation or
these By-Laws, at all meetings of the Board of Directors, a
majority of the entire Board of Directors shall constitute a
quorum for the transaction of business and the act of a majority
of the directors present at any meeting at which there is a
quorum shall be the act of the Board of Directors. If a quorum
shall not be present at any meeting of the Board of Directors,
the directors present thereat may adjourn the meeting from time
to time, without notice other than announcement at the meeting,
until a quorum shall be present.
Section 6. Actions of Board. Unless otherwise provided
by the Certificate of Incorporation or these By-Laws, any action
required or permitted to be taken at any meeting of the Board of
Directors or of any committee thereof may be taken without a
meeting, if all the members of the Board of Directors or
committee, as the case may be, consent thereto in writing, and
the writing or writings are filed with the minutes of proceedings
of the Board of Directors or committee.
Section 7. Meetings by Means of Conference Telephone.
Unless otherwise provided by the Certificate of Incorporation or
these By-Laws, members of the Board of Directors of the
Corporation, or any committee designated by the Board of
Directors, may participate in a meeting of the Board of Directors
or such committee by means of a conference telephone or similar
communications equipment by means of which all persons
participating in the meeting can hear each other, and
participation in a meeting pursuant to this Section 7 shall
constitute presence in person at such meeting.
Section 8. Committees. The Board of Directors may, by
resolution passed by a majority of the entire Board of Directors,
designate one or more committees, each committee to consist of
one or more of the directors of the Corporation. The Board of
Directors may designate one or more directors as alternate
members of any committee, who may replace any absent or
disqualified member at any meeting of any such committee. In the
absence or disqualification of a member of a committee, and in
the absence of a designation by the Board of Directors of an
alternate member to replace the absent or disqualified member,
the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a
quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any absent or
disqualified member. Any committee, to the extent allowed by law
and provided in the resolution establishing such committee, shall
have and may exercise all the powers and authority of the Board
of Directors in the management of the business and affairs of the
Corporation. Each committee shall keep regular minutes and report
to the Board of Directors when required.
Section 9. Compensation. The directors may be paid
their expenses, if any, of attendance at each meeting of the
Board of Directors and may be paid a fixed sum for attendance at
each such meeting of the Board of Directors or a stated salary as
director. No such payment shall preclude any director from
serving the Corporation in any other capacity and receiving
compensation therefor. Members of special or standing committees
may be allowed like compensation for attending committee meetings.
Section 10 Interested Directors. No contract or
transaction between the Corporation and one or more of its
directors or officers, or between the Corporation and any other
corporation, partnership, association, or other organization in
which one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable
solely for this reason, or solely because the director or officer
is present at or participates in the meeting of the Board of
Directors or committee thereof which authorizes the contract or
transaction, or solely because his or their votes are counted for
such purpose if (i) the material facts as to his or their
relationship or interest and as to the contract or transaction
are disclosed or are known to the Board of Directors or the
committee, and the Board of Directors or committee in good faith
authorizes the contract or transaction by the affirmative votes
of the majority of the disinterested directors, even though the
disinterested directors be less than a quorum; or (ii) the
material facts as to his or their relationship or interest and as
to the contract or transaction are disclosed or are known to the
stockholders entitled to vote thereon, and the contract or
transaction is specially approved in good faith by vote of the
stockholders; or (iii) the contract or transaction is fair as to
the Corporation as of the time it is authorized, approved or
ratified, by the Board of Directors, a committee thereof or the
stockholders. Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the Board of
Directors or of a committee which authorized the contract or
transaction.
Section 11. Removal of Directors. Any director or the
entire Board of Directors may be removed, with or without cause,
by the holders of a majority of the shares then entitled to vote
at an election of directors.
ARTICLE IV
OFFICERS
Section 1. General. The officers of the Corporation
shall be chosen by the Board of Directors and shall be a
President, a Secretary and a Treasurer. The Board of Directors,
in its discretion1 may also choose a Chairman of the Board of
Directors (who must be a director) and one or more
Vice-Presidents, Assistant Vice-Presidents, Assistant
Secretaries, Assistant Treasurers and other officers. Any number
of offices may be held by the same person, unless otherwise
prohibited by law, the Certificate of Incorporation or these
By-Laws. The officers of the Corporation need not be
stockholders of the Corporation nor, except in the case of the
Chairman of the Board of Directors, need such officers be
directors of the Corporation.
Section 2. Election. The Board of Directors at its
first meeting held after each Annual Meeting of Stockholders
shall elect the officers of the Corporation who shall hold their
offices for such terms and shall exercise such powers and perform
such duties as shall be determined from time to time by the Board
of Directors; and all officers of the Corporation shall hold
office until their successors are chosen and qualified, or until
their earlier resignation or removal. Any officer elected by the
Board of Directors may be removed at any time by the affirmative
vote of a majority of the Board of Directors. Any vacancy
occurring in any office of the corporation shall be filled by the
Board of Directors. The salaries of all officers of the
Corporation shall be fixed by the Board of Directors.
Section 3. Voting Securities Owned by the Corporation.
Powers of attorney, proxies, waivers of notice of meeting,
consents and other instruments relating to securities owned by
the Corporation may be executed in the name of and on behalf of
the Corporation by the President or any Vice-President and any
such officer may, in the name of and on behalf of the
Corporation, take all such action as any such officer may deem
advisable to vote in person or by proxy at any meeting of
security holders of any corporation in which the Corporation may
own securities and at any such meeting shall possess and may
exercise any and all rights and powers incident to the ownership
of such securities and which, as the owner thereof, the
Corporation might have exercised and possessed if present. The
Board of Directors may, by resolution, from time to time confer
like powers upon any other person or persons.
Section 4. Chairman of the Board of Directors. The
Chairman of the Board of Directors, if there be one, shall
preside at all meetings of the stockholders and of the Board of
Directors. He shall be the Chief Executive Officer of the
Corporation, and except where by law the signature of the
President is required, the Chairman of the Board of Directors
shall possess the same power as the President to sign all
contracts, certificates and other instruments of the Corporation
which may be authorized by the Board of Directors. During the
absence or disability of the President, the Chairman of the Board
of Directors shall exercise all the powers and discharge all the
duties of the President. The Chairman of the board of Directors
shall also perform such other duties and may exercise such other
powers as from time to time may be assigned by him by these
By-Laws or by the Board of Directors.
Section 5. President. The President shall, subject to
the control of the Board of Directors and, if there be one, the
Chairman of the Board of Directors, have general supervision of
the business of the Corporation and shall see that all orders and
resolutions of the Board of Directors are carried into effect.
He shall execute all bonds, mortgages, contracts and other
instruments of the Corporation requiring a seal, under the seal
of the Corporation, except where required or permitted by law to
be otherwise signed and executed and except that the other
officers of the Corporation may sign and execute documents when
so authorized by these By-Laws, the Board of Directors or the
President. In the absence or disability of the Chairman of the
Board of Directors, or if there be none, the President shall
preside at all meetings of the stockholders and the Board of
Directors. If there be no Chairman of the Board of Directors,
the President shall be the Chief Executive Officer of the
Corporation. The President shall also perform such other duties
and may exercise such other powers as from time to time may be
assigned to him by these By-Laws or by the Board of Directors.
Section 6. Vice-Presidents. At the request of the
President or in his absence or in the event of his inability or
refusal to act (and if there be no Chairman of the Board of
Directors), the Vice-President or the Vice-Presidents, if there
are more than one (in the order designated by the Board of
Directors), shall perform the duties of the President, and when
so acting, shall have all the powers of and be subject to all the
restrictions upon the President. Each Vice-President shall
perform such other duties and have such other powers as the Board
of Directors from time to time may prescribe. If there be no
Chairman of the Board of Directors and no Vice-President, the
Board of Directors shall designate the officer of the Corporation
who, in the absence of the President or in the event of the
inability or refusal of the President to act, shall perform the
duties of the President, and when so acting, shall have all
powers of and be subject to all the restrictions upon the
President.
Section 7. Secretary. The Secretary shall attend all
meetings of the Board of Directors and all meetings of
stockholders and record all the proceedings thereat in a book or
books to be kept for that purpose; the Secretary shall also
perform like duties for the standing committees when required.
The Secretary shall give, or cause to be given, notice of all
meetings of the stockholders and special meetings of the Board of
Directors, and shall perform such other duties as may be
prescribed by the Board of Directors or President, under whose
supervision he shall be. If the Secretary shall be unable or
shall refuse to cause to be given notice of all meetings of the
stockholders and special meetings of the Board of Directors, and
if there be no Assistant Secretary, then either the Board of
Directors or the President may choose another officer to cause
such notice to be given. The Secretary shall have custody of the
seal of the Corporation and the Secretary or any Assistant
Secretary, if there be one, shall have authority to affix the
same to any instrument requiring it and when so affixed, it may
be attested by the signature of the Secretary or by the signature
of any such Assistant Secretary. The Board of Directors may give
general authority to any other officer to affix the seal of the
Corporation and to attest the affixing by his signature.
Section 8. Treasurer. The Treasurer shall have the
custody of the corporate funds and securities and shall keep full
and accurate accounts of receipts and disbursements in books
belonging to the Corporation and shall deposit all moneys and
other valuable effects in the name and to the credit of the
Corporation in such depositories as may be designated by the
Board of Directors. The Treasurer shall disburse the funds of
the Corporation as may be ordered by the Board of Directors,
taking proper vouchers for such disbursements, and shall render
to the President and the Board of Directors, at its regular
meetings, or when the Board of Directors so requires, an account
of all his transactions as treasurer and of the financial
condition of the Corporation. If required by the Board of
Directors, the Treasurer shall give the Corporation a bond in
such sum with such surety or sureties as shall be satisfactory to
the Board of Directors for the faithful performance of the duties
of his office and for the restoration to the Corporation, in case
of his death, resignation, retirement or removal from office, of
all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the
Corporation.
Section 9. Assistant Vice-Presidents. Except as may
otherwise be provided in these By-Laws, Assistant
Vice-Presidents, if there be any, shall perform such duties and
have such powers as from time to time may be assigned to them by
the Board of Directors, the President or any Vice-President, and
in the absence of any Vice-President or in the event of his
disability or his refusal to act, shall perform the duties of
such Vice-President, and when so acting, shall have all the
powers of and be subject to all the restrictions upon such
Vice-President.
Section 10 Assistant Secretaries. Except as may be
otherwise provided in these By-Laws, Assistant Secretaries, if
there be any, shall perform such duties and have such powers as
from time to time may be assigned to them by the Board of
Directors, the President, any Vice-President, if there be one, or
the Secretary, and in the absence of the Secretary or in the
event of his disability or refusal to act, shall perform the
duties of the Secretary, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the
Secretary.
Section 11. Assistant Treasurers. Assistant Treasurers,
if there by any, shall perform such duties and have such powers
as from time to time may be assigned to them by the Board of
Directors, the President, any Vice-President, if there be one, or
the Treasurer, and in the absence of the Treasurer or in the
event of his disability or refusal to act, shall perform the
duties of the Treasurer, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the
Treasurer. If required by the Board of Directors, an Assistant
Treasurer shall give the Corporation a bond in such sum and with
such surety or sureties as shall be satisfactory to the Board of
Directors for the faithful performance of the duties of his
office and for the restoration to the Corporation, in case of his
death, resignation, retirement or removal from office, of all
books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the
Corporation.
Section 12. Other Officers. Such other officers as the
Board of Directors, the Chairman of the Board of Directors, if
there be one, or the President may choose shall perform such
duties and have such powers as from time to time may be assigned
to them by the Board of Directors, the Chairman of the Board of
Directors, if there be one, or the President.
ARTICLE V
STOCK
Section 1. Form of Certificates. Every holder of stock
in the Corporation shall be entitled to have a certificate
signed, in the name of the Corporation (i) by the Chairman of the
Board of Directors, the President or a Vice-President and (ii) by
the Treasurer or an Assistant Treasurer, or the Secretary or an
Assistant Secretary of the Corporation, certifying the number of
shares owned by him in the Corporation.
Section 2. Lost Certificates. The Board of Directors
may direct a new certificate to be issued in place of any
certificate theretofore issued by the Corporation alleged to have
been lost, stolen or destroyed, upon the making of an affidavit
of that fact by the person claiming the certificate of stock to
be lost, stolen or destroyed. When authorizing such issue of a
new certificate, the Board of Directors may, in its discretion
and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate, or his legal
representative, to advertise the same in such manner as the Board
of Directors shall require and/or to give the Corporation a bond
in such sum as it may direct as indemnity against any claim that
may be made against the Corporation with respect to the
certificate alleged to have been lost, stolen or destroyed.
Section 3. Transfers. Stock of the Corporation shall be
transferable in the manner prescribed by law and in these
By-Laws. Transfers of stock shall be made on the books of the
Corporation only by the person named in the certificate or by his
attorney lawfully constituted in writing and upon the surrender
of the certificate therefor, which shall be cancelled before a
new certificate shall be issued.
Section 4. Record Date. In order that the Corporation
may determine the stockholders entitled to notice of or to vote
at any meeting of stockholders or any adjournment thereof, or
entitled to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend
or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or
exchange of stock, or for the purpose of any other lawful action,
the Board of Directors may fix, in advance, a record date, which
shall not be more than sixty days nor less than ten days before
the date of such meeting, nor more than sixty days prior to any
other action. A determination of stockholders of record entitled
to notice of or to vote at a meeting of stockholders shall apply
to any adjournment of the meeting; provided, however1 that the
Board of Directors may fix a new record date for the adjourned
meeting
Section 5. Beneficial Owners. The Corporation shall be
entitled to recognize the exclusive right of a person registered
on its books as the owner of shares to receive dividends, and to
vote as such owner, and to hold liable for calls and assessments
a person registered on its books as the owner of shares, and
shall not be bound to recognize any equitable or other claim to
or interest in such share or shares on the part of any other
person, whether or not it shall have express or other notice
thereof, except as otherwise provided by law.
ARTICLE VI
NOTICES
Section 1. Notices. Whenever written notice is required
by law, the Certificate of Incorporation or these By-Laws, to be
given to any director, member of a committee or stockholder, such
notice may be given by mail, addressed to such director, member
of a committee or stockholder, at his address as it appears on
the records of the Corporation, with postage thereon prepaid, and
such notice shall be deemed to be given at the time when the same
shall be deposited in the United States mail. Written notice may
also be given personally or by telegram, telex or cable.
Section 2. Waivers of Notice. Whenever any notice is
required by law, the Certificate of Incorporation or these
By-Laws, to be given to any director, member of a committee or
stockholder, a waiver thereof in writing, signed, by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.
ARTICLE VII
GENERAL PROVISIONS
Section 1. Dividends. Dividends upon the capital stock
of the Corporation, subject to the provisions of the Certificate
of Incorporation, if any, may be declared by the Board of
Directors at any regular or special meeting, and may be paid in
cash, in property, or in shares of capital stock. Before payment
of any dividend, there may be set aside out of any funds of the
Corporation available for dividends such sum or sums as the Board
of Directors from time to time, in its absolute discretion, deems
proper as a reserve or reserves to meet contingencies, or for
equalizing dividends, or for repairing or maintaining any
property of the Corporation, or for any proper purpose, and the
Board of Directors may modify or abolish any such reserve.
Section 2. Disbursements. All checks or demands for
money and notes of the Corporation shall be signed by such
officer or officers to such other person or persons as the Board
of Directors may from time to time designate.
Section 3. Fiscal Year. The fiscal year of the
Corporation shall be fixed by resolution of the Board of
Directors.
Section 4. Corporate Seal. The corporate seal shall
have inscribed thereon the name of the Corporation, the year of
its organization and the words "Corporate Seal. Delaware". The
seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced otherwise.
ARTICLE VIII
INDEMNIFICATION
ARTICLE IX
AMENDMENTS
Section 1. These By-Laws may be altered, amended or repealed, in whole or in part, or new By-Laws may be adopted by the stockholders or by the Board of Director; provided, however, that notice of such alteration, amendment, repeal or adoption of new By-Laws be contained in the notice of such meeting of stockholders or Board of Directors, as the case may be. All such
amendments must be approved by either the holders of a majority
of the outstanding capital stock entitled to vote thereon or by a
majority of the entire Board of Directors then in office.
Section 2. Entire Board of Directors. As used in this
Article IX and in these By-Laws generally, the term "entire Board
of Directors" means the total number of directors which the
Corporation would have if there were no vacancies.
ARTICLE 5 |
MULTIPLIER: 1000 |
PERIOD TYPE | 6 MOS |
FISCAL YEAR END | SEP 30 1998 |
PERIOD END | MAR 27 1998 |
CASH | 1,604 |
SECURITIES | 0 |
RECEIVABLES | 36,956 |
ALLOWANCES | 0 |
INVENTORY | 27,994 |
CURRENT ASSETS | 68,896 |
PP&E | 39,336 |
DEPRECIATION | 0 |
TOTAL ASSETS | 120,351 |
CURRENT LIABILITIES | 32,779 |
BONDS | 6,708 |
PREFERRED MANDATORY | 0 |
PREFERRED | 0 |
COMMON | 75 |
OTHER SE | 76,945 |
TOTAL LIABILITY AND EQUITY | 120,351 |
SALES | 165,161 |
TOTAL REVENUES | 165,221 |
CGS | 152,165 |
TOTAL COSTS | 9,473 |
OTHER EXPENSES | 0 |
LOSS PROVISION | 0 |
INTEREST EXPENSE | 1,246 |
INCOME PRETAX | 2,337 |
INCOME TAX | 901 |
INCOME CONTINUING | 1,436 |
DISCONTINUED | 0 |
EXTRAORDINARY | 0 |
CHANGES | 0 |
NET INCOME | 1,436 |
EPS PRIMARY | 0.19 |
EPS DILUTED | 0.19 |
ARTICLE 5 |
The information in this finanical data schedule has been restated to reflect the effect of Statement of Financal Accounting Standards No.128, "Earnings per Share." |
MULTIPLIER: 1000 |
PERIOD TYPE | 6 MOS |
FISCAL YEAR END | SEP 30 1997 |
PERIOD END | MAR 28 1997 |
CASH | 2,499 |
SECURITIES | 0 |
RECEIVABLES | 37,828 |
ALLOWANCES | 0 |
INVENTORY | 31,117 |
CURRENT ASSETS | 72,314 |
PP&E | 37,592 |
DEPRECIATION | 0 |
TOTAL ASSETS | 122,892 |
CURRENT LIABILITIES | 43,384 |
BONDS | 5,975 |
PREFERRED MANDATORY | 0 |
PREFERRED | 0 |
COMMON | 74 |
OTHER SE | 70,167 |
TOTAL LIABILITY AND EQUITY | 122,892 |
SALES | 111,625 |
TOTAL REVENUES | 111,803 |
CGS | 99,829 |
TOTAL COSTS | 6,558 |
OTHER EXPENSES | 0 |
LOSS PROVISION | 0 |
INTEREST EXPENSE | 774 |
INCOME PRETAX | 4,642 |
INCOME TAX | 1,857 |
INCOME CONTINUING | 2,785 |
DISCONTINUED | 0 |
EXTRAORDINARY | 0 |
CHANGES | 0 |
NET INCOME | 2,785 |
EPS PRIMARY | 0.38 |
EPS DILUTED | 0.37 |