UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 30, 2000
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Commission File Number 0-6072
EMS TECHNOLOGIES, INC.
----------------------
(Exact name of registrant as specified in its charter)
Georgia 58-1035424
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(State or other jurisdiction of (IRS Employer ID Number)
incorporation of organization)
660 Engineering Drive
Norcross, Georgia 30092
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (770) 263-9200
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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
--- ---
The number of shares outstanding of each of the issuer's classes of common
stock, as of the close of business on August 1, 2000:
Class Number of Shares
----- ----------------
Common Stock, $.10 par Value 8,768,250
PART I
FINANCIAL INFORMATION
ITEM 1. Financial Statements
EMS Technologies, Inc.
Consolidated Statements of Earnings (Unaudited)
(In thousands, except net earnings per share data)
Quarter ended Six months ended
---------------- ----------------
June 30 July 2 June 30 July 2
2000 1999 2000 1999
------- ------ ------- ------
Net sales $76,883 67,455 139,317 122,648
Cost of sales 52,760 47,050 93,881 82,561
Selling, general and
administrative expenses 13,573 10,986 25,180 22,441
Research and development expenses 7,192 5,582 15,178 10,289
------ ------ ------- ------
Operating income 3,358 3,837 5,078 7,357
Non-operating income(expense), net (7) (69) 175 (80)
Interest expense (1,119) (669) (2,017) (1,223)
------ ------ ------ ------
Earnings before income taxes 2,232 3,099 3,236 6,054
Income tax expense (620) (1,009) (840) (2,002)
------ ------ ------ ------
Net earnings $ 1,612 2,090 2,396 4,052
====== ====== ====== ======
Net earnings per share:
Basic $ .18 .24 .27 .47
Diluted .18 .24 .27 .46
Weighted average number
of shares:
Common 8,760 8,699 8,743 8,697
Common and dilutive
common equivalent 8,942 9,125 8,936 9,096
See accompanying notes to interim consolidated financial statements.
EMS Technologies, Inc.
Consolidated Balance Sheets (Unaudited)
(In thousands)
June 30 December 31
2000 1999
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ASSETS
Current assets:
Cash and cash equivalents $ 4,224 4,832
Trade accounts receivable, net 80,343 67,804
Inventories:
Work in process (note 6) 9,485 6,803
Parts and materials 23,179 21,946
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Total inventories 32,664 28,749
------- -------
Deferred income taxes 1,020 1,020
------- -------
Total current assets 118,251 102,405
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Property, plant and equipment:
Land 3,606 3,667
Building and leasehold improvements 21,025 21,077
Machinery and equipment 64,318 59,102
Furniture and fixtures 5,540 7,553
------- -------
Total property, plant and equipment 94,489 91,399
Less accumulated depreciation
and amortization 46,512 42,345
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Net property, plant and equipment 47,977 49,054
------- -------
Investment in limited partnership 16,000 13,000
Deferred income taxes, net 2,409 2,409
Accrued pension asset 2,849 3,084
Other assets (note 6) 8,739 8,854
Goodwill, net of accumulated amortization 10,762 11,022
------- -------
$206,987 189,828
======= =======
See accompanying notes to interim consolidated financial statements.
EMS Technologies, Inc.
Consolidated Balance Sheets (Unaudited), continued
(In thousands, except share data)
June 30 December 31
2000 1999
------- -----------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current installments of long-term debt $ 19,532 16,613
Accounts payable 22,950 18,811
Income taxes 471 -
Accrued compensation costs 8,764 6,184
Accrued retirement costs 569 594
Accrued post-retirement benefit 2,309 2,309
Deferred revenue 4,146 3,471
Other liabilities 1,786 2,324
------- -------
Total current liabilities 60,527 50,306
Long-term debt, excluding
current installments 38,032 33,707
------- -------
Total liabilities 98,559 84,013
------- -------
Stockholders' equity:
Preferred stock of $1.00 par value
per share. Authorized 10,000,000
shares; none issued - -
Common stock of $.10 par value per
share. Authorized 75,000,000 shares;
issued and outstanding 8,765,000 in
2000 and 8,706,000 in 1999 877 871
Additional paid-in capital 34,662 34,503
Accumulated other comprehensive income -
foreign currency translation adjustment (1,786) (1,838)
Retained earnings 74,675 72,279
------- -------
Total stockholders' equity 108,428 105,815
------- -------
$206,987 189,828
======= =======
See accompanying notes to interim consolidated financial statements.
EMS Technologies, Inc.
Consolidated Statements of Cash Flows (Unaudited)
(In thousands)
Six Months Ended
----------------------
June 30 July 2
2000 1999
------ ------
Cash flows from operating activities:
Net earnings $ 2,396 4,052
Adjustments to reconcile net earnings to
net cash provided by operating activities:
Depreciation and amortization 4,493 5,499
Goodwill amortization 260 260
Changes in operating assets
and liabilities:
Trade accounts receivable (12,539) 2,202
Inventories (3,915) (3,466)
Accounts payable 4,139 3,394
Income taxes 471 335
Accrued costs, deferred revenue
and other current liabilities 2,692 (904)
Other 29 297
------ ------
Net cash provided by (used in)
operating activities (1,974) 11,669
------ ------
Cash flows from investing activities:
Purchase of property, plant and equipment (3,120) (7,137)
Investment in limited partnership (3,000) -
Payments for asset acquisition - (9,622)
------ ------
Net cash used in investing activities (6,120) (16,759)
------ ------
Cash flows from financing activities:
Borrowing of long-term debt 7,244 11,546
Proceeds from exercise of stock options,
net of withholding taxes paid 190 (197)
------ ------
Net cash provided by financing activities 7,434 11,349
------ -----
Net change in cash and cash equivalents (660) 6,259
Effect of exchange rates on cash 52 752
Cash and cash equivalents at
beginning of period 4,832 4,384
------ -----
Cash and cash equivalents at
end of period $ 4,224 11,395
====== ======
Supplemental disclosure of cash flow
information:
Cash paid for interest $ 2,017 1,223
Cash paid for income taxes $ 624 1,085
Non-cash Investing and Financing:
In January 1999, the Company acquired (through its subsidiary, EMS
Technologies Canada, Ltd.) the Space Systems and Products Division of
Spar Aerospace Limited located near Montreal, Quebec, and Spar Holdings, Inc.
(a wholly-owned subsidiary of Spar Aerospace Limited). The transaction was
accounted for as an asset purchase valued at $17.4 million. In 1999, the
Company made cash payments to the seller of $6.2 million of the purchase
price at closing and $4.2 million in two installments relating to the
deferred portion of the purchase price, with funds provided under the
Company's U.S. revolving credit agreement. The remaining $7.0 million of the
purchase price was financed by the seller in equal installments that are
due, with annual interest of 5.5%, on December 31, 2000 and 2001. These
installments are payable, at the Company's option, either in cash or
equivalent value of the Company's common stock.
See accompanying notes to interim consolidated financial statements.
EMS Technologies, Inc.
Notes to Interim Consolidated Financial Statements (Unaudited)
(1) Basis of Presentation
The interim consolidated financial statements include the accounts of
EMS Technologies, Inc. and its wholly-owned subsidiaries LXE Inc. and
EMS Technologies Canada, Ltd. (collectively, "the Company"). In the
opinion of management, the interim consolidated financial statements
reflect all normal and recurring adjustments necessary for a fair
presentation of results for such periods. Certain balance sheet
amounts in 1999 were reclassified to conform with classifications
adopted in 2000. The results of operations for any interim period are
not necessarily indicative of results for the full year. These
consolidated financial statements should be read in conjunction with
the consolidated financial statements and related notes contained in
the Company's Annual Report on Form 10-K for the year ended December
31, 1999.
(2) Acquisition
In January 1999, the Company acquired (through its subsidiary, EMS
Technologies Canada, Ltd.) the Space Systems and Products Division of
Spar Aerospace Limited, located near Montreal, Quebec, and Spar
Holdings, Inc. (a wholly-owned subsidiary of Spar Aerospace Limited) -
collectively, the Montreal Space Division. The transaction was
accounted for as an asset purchase under the purchase method of
accounting; accordingly, the Company's 1999 consolidated statement of
earnings includes the results of operations of the former Montreal
Space Division only subsequent to the acquisition date. The asset
purchase was valued at $17.4 million, representing the $20.3 million
price per the purchase agreement, as adjusted for approximately
$400,000 of debt owed by the seller and assumed by the Company (which
debt related to Canadian government support for Montreal Space
Division research activities), and for the $2.5 million that the Space
Division's actual working capital at the closing date was less than
the working capital that had been projected in the purchase agreement.
The Company has made cash payments to the seller of $6.2 million of
the purchase price at closing, and a total of $4.2 million for
installments in 1999 relating to the deferred portion of the purchase
price, with funds provided under the Company's U.S. revolving credit
agreement. The remaining $7.0 million of the purchase price is
financed by the seller in equal installments that are due, with annual
interest of 5.5%, on December 31, 2000 and 2001. These installments
are payable, at the Company's option, either in cash or equivalent
value of the Company's common stock.
The sole asset of Spar Holdings, Inc. (now named EMS Holdings, Inc.)
was an equity investment of less than 5% in a limited partnership. The
general partner in this venture is a large, international aerospace
firm. The goal of the investment is to enable the Company to
participate in the development and implementation of a satellite
network that will provide high-data-rate wireless services. In
subsequent negotiations with the general partner concerning the
Company's future scope of work, the Company agreed to invest an
additional $9 million, comprising a $3 million payment in late 1999, a
$3 million payment in May 2000, and a $3 million in-kind contribution
in the form of a specific technological development. After making
these additional investments, the Company's equity stake in the
limited partnership will remain below 5%. The Company does not expect
to make any further cash or in-kind investments. The Company's equity
investment is accounted for at historical cost and has a carrying
value of $16 million at June 30, 2000 and $13 million at December 31,
1999.
The following schedule (in thousands, except per share data) presents
pro forma consolidated financial data for the six months of 1999, as
though the acquisition had occurred at the beginning of that period:
Six months ended
------------------------
June 30 July 2
2000 1999
(Actual) (Pro Forma)
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Consolidated Data:
Revenue $139,317 126,688
Net income 2,396 3,657
Earnings per share:
Basic .27 .42
Diluted .27 .42
(3) Earnings per Share
Basic earnings per share is the per share allocation of income
available to common stockholders based only on the weighted average
number of common shares actually outstanding during the period.
Diluted earnings per share represents the per share allocation of
income attributable to common stockholders based on the weighted
average number of common shares actually outstanding plus all dilutive
potential common shares outstanding during the period.
The Company has granted stock options that are potentially dilutive to
basic earnings per share, summarized as follows (shares in thousands):
June 30 July 2
2000 1999
------ ------
Dilutive stock options,
included in earnings per
share calculations:
Shares 1,058 494
Average price per share $ 12.90 $ 9.35
Anti-dilutive stock options,
excluded from earnings per
share calculations:
Shares 471 733
Average price per share $ 21.20 $ 19.36
The Company's earnings per share in any particular period could be
diluted by the effect of the convertible debt issued in the
acquisition of the Montreal Space Division (see note 2), calculated as
if the debt were converted on the first day of the period, with net
income adjusted for interest expense (net of taxes) that would have
been avoided if such conversion had occurred. The convertible debt
did not have a dilutive effect on second quarter or six month earnings
in 2000, however it was dilutive to second quarter and six month
earnings in 1999.
Following is a reconciliation of the numerator and denominator for
basic and diluted earnings per share calculations for the second
quarter and first six months (in thousands, except earnings per share
data):
Net Common Earnings
Earnings Shares Per
(Numerator) (Denominator) Share
----------- ------------- ----------
2000 1999 2000 1999 2000 1999
---- ---- ---- ---- ---- ----
Second Quarter
- --------------
Basic $1,612 2,090 8,760 8,699 $.18 .24
Common equivalent shares:
From stock options 182 101
From convertible debt - 325
Add: Interest expense on
convertible debt, net
of income taxes - 63
----- ----- ----- -----
Diluted $1,612 2,153 8,942 9,125 $.18 .24
===== ===== ===== =====
Six Months
- ----------
Basic $2,396 4,052 8,743 8,697 $.27 .47
Common equivalent shares:
From stock options 193 74
From convertible debt - 325
Add: Interest expense on
convertible debt, net
of income taxes - 125
----- ----- ----- -----
Diluted $2,396 4,177 8,936 9,096 $.27 .46
===== ===== ===== =====
(4) Comprehensive Income
Beginning in fiscal 1998, the Company adopted SFAS 130, "Reporting
Comprehensive Income," which establishes standards for the reporting
and display of comprehensive income and its components. Under SFAS
130, all items that are recognized under accounting standards as
components of comprehensive income must be reported in the financial
statements. The only element of comprehensive income that is
applicable to the Company is the change in the foreign currency
translation adjustment.
Following is a summary of comprehensive income (in thousands):
Quarter ended Six months ended
---------------- -----------------
June 30 July 2 June 30 July 2
2000 1999 2000 1999
------- ------ ------- ------
Net income $1,612 2,090 2,396 4,052
Other comprehensive income
(expense) - foreign currency
translation adjustment 88 848 52 933
----- ----- ----- -----
Comprehensive income $1,690 2,938 2,448 4,985
===== ===== ===== =====
(5) Interim Segment Disclosures
The Company is organized into two reportable segments: Space and
Technologies, and Wireless Products. Each segment is separately
managed and comprises a range of products and services that share
distinct operating characteristics. The Company evaluates each
segment primarily upon operating profit.
Following is a summary of the Company's interim segment data (in
thousands):
Quarter ended Six months ended
---------------- ----------------
June 30 July 2 June 30 July 2
2000 1999 2000 1999
------- ------ ------- -------
Revenues:
Space and technologies $29,883 37,760 59,248 63,956
Wireless products 47,000 29,695 80,069 58,692
------ ------ ------- -------
Total $76,883 67,455 139,317 122,648
====== ====== ======= =======
Operating income (loss):
Space and technologies $(2,099) 2,178 (1,822) 4,071
Wireless products 5,457 1,659 6,900 3,286
------ ------ ------- -------
Total $ 3,358 3,837 5,078 7,357
====== ====== ======= =======
Net earnings (loss):
Space and technologies $(2,078) 1,136 (1,861) 2,249
Wireless products 3,250 762 3,984 1,569
Corporate 440 192 273 234
------ ------ ------- -------
Total $ 1,612 2,090 2,396 4,052
====== ====== ======= =======
June 30 July 2
2000 1999
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Assets:
Space and technologies $105,715 90,836
Wireless products 93,771 85,649
Corporate 7,501 6,340
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Total $206,987 182,825
======= =======
Quarter ended Six months ended
--------------- ----------------
June 30 July 2 June 30 July 2
2000 1999 2000 1999
------- ------ ------- ------
Supplemental Information -
Revenue by Product Line:
Space and Technologies $ 29,883 37,760 59,248 63,956
Wireless Products:
Network Products and
Systems Integration 22,742 20,562 40,939 42,369
PCS/Cellular Antennas 21,074 5,602 32,700 10,110
SATCOM 3,184 3,531 6,430 6,213
------ ------ ------- -------
Total Wireless Products 47,000 29,695 80,069 58,692
------ ------ ------- -------
Total Consolidated Revenue $ 76,883 67,455 139,317 122,648
====== ====== ======= =======
(6) Investments in NetSat Satellite Design
In September 1999, the Company obtained a contract to acquire control of
NetSat 28 Company, L.L.C.("NetSat"). This contract was subject to the
FCC's approval of the transfer of NetSat's license to launch and operate a
high-capacity Ka-band satellite over the United States. At the end of the
second quarter, the FCC unexpectedly revoked NetSat's license, based solely
on NetSat's failure to begin satellite construction prior to a milestone
date of May 1998, and was not based in any way on the proposed transfer of
control of NetSat to EMS. The Company is reviewing potential alternative
uses for its investment of approximately $3 million in inventory and other
assets related to the NetSat satellite design effort; if these assets do not
prove to be fully recoverable, then to the extent appropriate, these assets
would be written off.
ITEM 2. Management's Discussion And Analysis of
Financial Condition and Results of Operations
Results of Operations
- ---------------------
Consolidated net sales for the second quarter and first six months
of 2000 were $76.9 million and $139.3 million respectively,
compared with $67.5 million and $122.6 million for the same
respective periods in 1999. The higher consolidated revenues in
2000 were attributable to a net increase in the wireless products
segment - in particular, the Company's PCS/cellular antenna product
line has benefited from the expansion of its customers' wireless
networks in North America. The Company expects that revenues from PCS/
cellular antenna products for the remainder of the year will continue
to exceed those of comparable periods one year earlier; however, the second
quarter 2000 revenues reflected a major system roll-out by a single customer,
and sales levels for the remaining quarters of 2000 are unlikely to exceed
the second quarter level. The wireless products revenue growth
more than offset the effect of comparatively lower revenues in the
space and technologies segment; this segment received significant
new orders in the second quarter of 2000, but the development
efforts on these recent orders had not yet reached a stage to
generate substantial revenues.
Cost of sales, as a percentage of consolidated net sales, for the
interim periods of 2000 was not significantly different from the
interim periods in 1999, although the relative contributions from
the Company's two segments changed substantially. For the interim
periods in 2000, the benefit of higher wireless product revenues
(which have a low cost of sales percentage) offset the effects of a
less favorable mix of contracts in the space and technologies
segment, as well as lower revenues over which to absorb that
segment's fixed overhead costs.
Selling, general and administrative expenses, as a percentage of
consolidated net sales, increased to 18% for the second quarter of
2000 compared with 16% for 1999, mainly due to expanded efforts to
market the Company's wireless products. However, for the full six months,
the increase in selling, general and administrative expenses was
proportional with consolidated sales growth.
Research and development expenses represent the cost of the Company's
internally funded efforts. Significant research and development
effort also occurs under many specific customer orders in the space
and technologies segment and, accordingly, is reflected in cost of
sales. The increase in research and development expenses is related
to specific products being developed for new applications in space,
satellite communications, and private local area networks; furthermore,
research and development expenses for the remaining quarters of 2000 are
expected to be comparable with the second quarter level.
Interest expense increased in 2000 compared with 1999 due to the
increased debt levels associated with funding expanded operations in the
Company's Canadian subsidiary.
The effective income tax rate for 2000 was 26%, which is somewhat
higher than in the first quarter of 2000 due to higher expected levels
of U.S.-related earnings based upon the recent growth of wireless
product revenues. However, the 2000 effective rate compares favorably
with the 28% rate for the year 1999 and reflects the expected benefit
from research-related income tax incentives available to the Company's
Canadian subsidiary.
Liquidity and Capital Resources
- -------------------------------
The Company used cash in operating activities mainly due to higher
receivables resulting from the strong wireless products revenue
growth. However, the cash balance did not change substantially from
the level at the end of 1999 due to additional borrowing from the
Company's lines of credit. Management believes that the Company's
present liquidity, together with cash from operations and sources of
external financing, will support its current business activities and
near-term capital investment plans. However, additional sources of
liquidity will be needed over the next few years if the Company and
its markets continue to grow.
In September 1999, the Company obtained a contract to acquire control
of NetSat 28 Company, L.L.C.("NetSat"). This contract was subject to
the FCC's approval of the transfer of NetSat's license to launch and
operate a high-capacity Ka-band satellite over the United States. At
the end of the second quarter, the FCC unexpectedly revoked NetSat's
license, based solely on NetSat's failure to begin satellite
construction prior to a milestone date of May 1998, and was not based
in any way on the proposed transfer of control of NetSat to EMS. The
Company is reviewing potential alternative uses for its investment of
approximately $3 million in inventory and other assets related to the
NetSat satellite design. If the Company's investment in NetSat satellite
design proves not to be fully recoverable, then these assets will be written
off to the extent appropriate. If the Company utilizes its investment in
NetSat satellite design by participating in another effort to design,
construct and launch a geostationary Ka-band satellite for broadband
communications, such efforts will likely require substantial additional
sources of liquidity.
Risk Factors and Forward-Looking Statements
- -------------------------------------------
Forward looking statements with respect to expected revenues cash flows
and tax rates are included in management's discussion and analysis of
financial condition and results of operations. Actual results could
differ materially from those suggested in any forward-looking
statements as a result of a variety of factors. Such factors include,
but are not limited to:
- -- successful completion of technological development programs by the
Company and the effects of technology that may be developed by
competitors;
- -- successful transition of products from development stages to an
efficient manufacturing environment;
- -- customer response to new products and services, and general
conditions in our target markets (such as logistics, PCS/cellular
telephony, and space-based communications);
- -- the availability of financing for satellite data communications
systems and for expansion of terrestrial PCS/cellular phone systems;
- -- the extent to which competing terrestrial systems succeed in
providing extensive broadband Internet access on a dependable and
economical basis;
- -- the growth rate of demand for various mobile and high-speed data
communications services;
- -- the Company's ability to achieve expected levels of research
efforts that qualify for tax incentives and apportionment of pre-tax
income among various tax jurisdictions;
- -- and the outcome of efforts to participate with potential strategic
partners in offering Ka-band high-speed data communications service
via geostationary satellite.
Effect of New Accounting Pronouncement
- --------------------------------------
In June 1998, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 133,
"Accounting for Derivative Instruments and Hedging Activities," which
requires that all derivatives be recognized as either assets or
liabilities on the balance sheet and be measured at fair value. In
June 1999, SFAS No. 133 was amended by SFAS No. 137, "Accounting for
Derivative Instruments and Hedging Activities - Deferral of the
Effective Date of FASB Statement No. 133." SFAS No. 137 delays the
effective date of SFAS No. 133 until fiscal years beginning after June
15, 2000. The Company will adopt SFAS No. 133 effective January 1,
2001, but it has not determined the impact of the statement on its
results of operations or financial position.
In December 1999, the Securities and Exchange Commission (SEC) issued Staff
Accounting Bulletin (SAB) 101, "Revenue Recognition in Financial Statements,"
which provides the SEC staff's views in applying generally accepted
accounting principles to selected revenue recognition issues. The Company
is continuing to assess the possible effects, if any, of implementation of
SAB 101, which must be reported with results of operations and implemented
no later than the Company's fourth quarter, which begins October 1, 2000.
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
At June 30, 2000, the Company had the following market risk sensitive
instruments (in thousands):
Revolving credit loan, maturing in November 2003,
interest payable quarterly at a variable rate
(8.7% at the end of the quarter) $ 24,149
Revolving credit loan, maturing in February 2001,
interest payable at a variable rate
(7.95% at the end of the quarter) 13,839
------
Total market-sensitive debt $ 37,988
======
At June 30, 2000, the Company also had intercompany accounts that
eliminate in consolidation but that are considered market risk sensitive
instruments:
Short-Term Due to Parent, payable by European subsidiaries
in the following countries and arising from purchase of the
Parent's products for sale in Europe:
Exchange Rate
($U.S. per unit $U.S. in thousands
of local currency) (Reporting Currency)
------------------ --------------------
Belgium .024 /Franc $ 4
France .146 /Franc 839
Germany .488 /Mark 1,186
Netherlands .433 /Guilder 933
Sweden .114 /Krona 201
United Kingdom 1.517 /Pound 377
-----
Total short-term due to parent $ 3,540
=====
PART II
-------
Other Information
Item 4. Submission of Matters to a Vote of Security Holders
The Annual Meeting of Shareholders was held on April 28, 2000. At the
meeting, each of the following individuals was elected to serve as a member
of the Board of Directors during the forthcoming year, by the vote
indicated:
Abstain or
For Withheld Broker Non-Votes
Alfred G. Hansen 6,650,191 120,219 783,100
Jerry H. Lassiter 6,763,733 6,677 783,100
John. B. Mowell 6,764,233 6,177 783,100
Don T. Scartz 6,764,767 5,643 783,100
Thomas E. Sharon 6,764,074 6,336 783,100
Norman E. Thagard 6,757,683 12,727 783,100
At the Meeting, the Shareholders also considered and approved the adoption
of an amendment of the EMS Technologies, Inc. 1997 Stock Incentive Plan to
increase the number of shares available thereunder, by the following vote:
For Against Abstain
5,994,500 1,524,228 34,782
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits - The following exhibit is filed as part of this report:
3.1 Second Amended and Restated Articles of Incorporation of EMS
Technologies, Inc. effective March 22, 1999 (incorporated by reference to
Exhibit 3.1 to the Company's Annual Report on Form 10-K for the year ended
December 31, 1998).
3.2 Bylaws of EMS Technologies, Inc., as amended through March 15,
1999 (incorporated by reference Exhibit 3.2 to the Company's Annual Report
on Form 10-K for the year ended December 31, 1998).
10.1 EMS Technologies, Inc. 1997 Stock Incentive Plan, as adopted
January 24, 1997, and amended through April 28, 2000 (incorporated by
reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q
for the quarter ended March 31, 2000).
27.1 Financial Data Schedule
(b) Reports on Form 8-K - The Company filed no reports on Form 8-K
during the second quarter of 2000.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
and Exchange Act of 1934, the Registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly
authorized.
EMS TECHNOLOGIES, INC.
By: /s/ Alfred G. Hansen Date: 8/14/00
Alfred G. Hansen
President and Chief Operating
Officer
By: /s/ Don T. Scartz Date: 8/14/00
Don T. Scartz
Treasurer and Chief Financial
Officer