SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
F O R M 10-Q
(Mark One)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended August 27, 1995
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 1-4415
PARK ELECTROCHEMICAL CORP.
----------------------------------------------------------
(Exact name of registrant as specified in its charter)
New York 11-1734643
- ------------------------------- --------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5 Dakota Drive, Lake Success, N.Y. 11042
- ------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (516) 354-4100
Not Applicable
-----------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
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 [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents
and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 11,532,314 as of October 6,
1995.
2
PARK ELECTROCHEMICAL CORP.
AND SUBSIDIARIES
I N D E X
Page
Number
PART I. FINANCIAL INFORMATION:
Item 1. Financial Statements
Condensed Consolidated Balance Sheets
August 27, 1995 (Unaudited) and
February 26, 1995 ............................. 3
Consolidated Statements of Earnings
13 weeks and 26 weeks ended August 27, 1995
and August 28, 1994 (Unaudited)................ 4
Consolidated Statements of Cash Flows
26 weeks ended August 27, 1995 and August 28,
1994 (Unaudited)............................... 5
Notes to Condensed Consolidated Financial
Statements (Unaudited) ....................... 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations ................................... 7
PART II. OTHER INFORMATION:
Item 1. Legal Proceedings .............................. 10
Item 2. Changes in Securities........................... 10
Item 4. Submission of Matters to a Vote of Security
Holders......................................... 13
Item 6. Exhibits and Reports on Form 8-K ............... 13
SIGNATURES ................................................. 15
3
PARK ELECTROCHEMICAL CORP.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
August 27, February 26,
1995 1995
ASSETS (Unaudited) *
Cash and cash equivalents $ 18,046 $ 30,803
Marketable securities 23,199 15,107
Accounts receivable, net 36,635 33,172
Inventories (Note 2) 21,767 16,181
Prepaid expenses & other current assets 3,980 3,057
-------- -------
TOTAL CURRENT ASSETS 103,627 98,320
Property, plant and equipment, net 70,906 61,427
Other assets 1,947 2,304
-------- --------
TOTAL ASSETS $176,480 $162,051
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable $ 30,059 $ 24,616
Accrued liabilities 13,756 15,867
Income taxes payable 3,222 2,825
-------- --------
TOTAL CURRENT LIABILITIES 47,037 43,308
Deferred income taxes 5,590 5,243
Deferred pension liability 1,452 1,452
Stockholders' Equity: (Note 3)
Common stock 1,358 1,358
Other stockholders' equity 121,043 110,690
-------- --------
TOTAL STOCKHOLDERS' EQUITY 122,401 112,048
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $176,480 $162,051
======== ========
<FN>
*The Balance Sheet at February 26, 1995 has been taken from the
audited financial statements at that date, and condensed.
4
PARK ELECTROCHEMICAL CORP.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited - in thousands, except per share data)
13 weeks ended 26 weeks ended
August 27, August 28, August 27, August 28,
1995 1994 1995 1994
NET SALES $69,937 $58,795 $145,349 $121,564
------- ------- -------- ---------
COSTS AND EXPENSES:
Cost of sales 54,728 46,275 112,423 95,797
Selling, general and
administrative 7,630 6,941 16,487 14,412
------- ------- -------- ---------
Total costs and expenses 62,358 53,216 128,910 110,209
------- ------- -------- ---------
Operating profit 7,579 5,579 16,439 11,355
------- ------- -------- ---------
OTHER INCOME (EXPENSE):
Interest expense - - - (412)
Other income, net 551 382 1,119 844
------- ------- -------- ---------
Total other income 551 382 1,119 432
------- ------- -------- ---------
EARNINGS BEFORE INCOME TAX
PROVISION 8,130 5,961 17,558 11,787
INCOME TAX PROVISION 2,764 2,205 6,168 4,361
------- ------- -------- ---------
NET EARNINGS $ 5,366 $ 3,756 $ 11,390 $ 7,426
======= ======= ======== =========
EARNINGS PER COMMON SHARE:
Primary $ .45 $ .33 $ .97 $ .72
Fully Diluted $ .45 $ .33 $ .96 $ .67
Dividends per common share $ .06 $ .04 $ .12 $ .08
Weighted average number of
common shares outstanding:
Primary 11,801 11,344 11,749 10,312
Fully Diluted 11,829 11,544 11,814 11,512
5
PARK ELECTROCHEMICAL CORP.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited - in thousands)
26 weeks ended
August 27, August 28,
1995 1994
NET CASH PROVIDED BY OPERATING ACTIVITIES $ 10,276 $ 10,351
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and
equipment, net (13,844) (7,461)
Purchases of marketable securities (13,476) (9,997)
Proceeds from sales of marketable
securities 5,393 15,841
--------- ---------
Net cash used in investing activities (21,927) (1,617)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of borrowings (2) (82)
Dividends paid (1,375) (859)
Proceeds from exercise of stock options 347 611
Debt conversion costs - (100)
--------- ---------
Net cash used in financing activities (1,030) (430)
--------- ---------
(DECREASE) INCREASE IN CASH AND CASH
EQUIVALENTS BEFORE EXCHANGE RATE CHANGES (12,681) 8,304
EFFECT OF EXCHANGE RATE CHANGES ON CASH
AND CASH EQUIVALENTS (76) (69)
--------- --------
(DECREASE) INCREASE IN CASH AND CASH
EQUIVALENTS (12,757) 8,235
CASH AND CASH EQUIVALENTS, BEGINNING OF
PERIOD 30,803 14,135
--------- ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 18,046 $ 22,370
========= =========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $ - $ 25
Income taxes $ 4,983 $ 4,747
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES:
The Company's Board of Directors voted a two-for-one stock split on July 12,
1995, which was distributed on August 15, 1995 to stockholders of record on
July 24, 1995.
During the quarter ended May 29, 1994 the Company issued 1,586,184 shares of
Common Stock upon the conversion of $32,835,000 principal amount of 7.25%
Convertible Subordinated Debentures.
6
PARK ELECTROCHEMICAL CORP.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The condensed consolidated balance sheet as of August 27, 1995, the
consolidated statements of earnings for the 13 weeks and 26 weeks ended
August 27, 1995 and August 28, 1994, and the consolidated statements of
cash flows for the 26 week periods then ended have been prepared by the
Company, without audit. In the opinion of management, all adjustments
(which include only normal recurring adjustments) necessary to present
fairly the financial position at August 27, 1995, and the results of
operations and cash flows for all periods presented, have been made.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. It is suggested
that these condensed consolidated financial statements be read in
conjunction with the financial statements and notes thereto included in
the Company's Annual Report on Form 10-K for the fiscal year ended
February 26, 1995.
2. INVENTORIES
Inventories consist of the following:
August 27, February 26,
1995 1995
----------- ------------
Raw materials $ 8,654,000 $ 5,215,000
Work-in-process 4,145,000 2,997,000
Finished goods 8,407,000 7,446,000
Manufacturing supplies 561,000 523,000
----------- -----------
$21,767,000 $16,181,000
=========== ===========
3. STOCKHOLDERS' EQUITY
On July 12, 1995 the Company's Board of Directors voted a two-for-one
stock split in the form of a 100% common stock dividend. The stock
dividend was distributed on August 15, 1995 to stockholders of record on
July 24, 1995. All share and per share data for prior periods have been
retroactively restated to reflect the stock split. The par value of the
6,790,009 new shares issued, which totalled $679,001, was transferred from
additional paid-in capital to the common stock account. In addition, on
July 12, 1995 the Company's shareholders approved an increase in the
number of authorized shares of common stock from 15,000,000 to 30,000,000.
7
Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.
Results of Operations
During the Company's current fiscal year's second quarter ended August 27,
1995, net sales increased 19% to $69,937,000 from $58,795,000 during last
year's second quarter. Net sales for the six-month period ended August 27,
1995 increased 20% to $145,349,000 from $121,564,000 for last year's
comparable period. Operating profits increased 36% to $7,579,000 for the
current fiscal year's second quarter from $5,579,000 for last year's second
quarter. During the six-month period ended August 27, 1995, operating profit
increased 45% to $16,439,000 from $11,355,000 for the same period last year.
During the current year's second quarter, the Company's electronics
segment accounted for $61,893,000 in net sales or 88% of the Company's
worldwide net sales, compared to $50,805,000 during the prior year's second
quarter. Similarly, the Company's electronics segment accounted for 88% of
worldwide net sales during the first half of the current year, or $127,248,000
compared to $105,304,000 during the prior year's comparable period. The
Company's foreign operations, which are almost exclusively within the
electronics segment, accounted for $22,525,000 in sales or 32% of total sales
worldwide during this quarter; this represented an increase of 63% from last
year's second quarter foreign sales of $13,811,000. Foreign sales during the
six-month period ended August 27, 1995 increased 55% to $43,864,000 from
$28,336,000 for the same period last year. Plumbing and industrial component
sales were $8,044,000 for the current year's second quarter and $18,101,000
for the first six months, compared to $7,990,000 and $16,260,000 for the same
periods in the prior fiscal year.
The Company's gross margin percentage was 21.7% during the current fiscal
year's second quarter, as compared to last year's second quarter gross margin
percentage of 21.3%. The gross margin percentage for the current year's first
six months was 22.7%, as compared to 21.2% for last year's first half.
This improvement in the results for the current year was predominantly due
to the performance of the Company's electronics operations, lead by the very
strong performance of the Company's Southeast Asian based electronics
operations.
The Company's electronics segment performed well in the second quarter of
the current fiscal year, despite the loss of a considerable number of
production days during this period for mandatory holidays and major
maintenance of machinery and equipment. The electronics segment was affected
by the increase in the cost of certain raw materials, some of which could not
be passed through to its customers due to the competitive market environment.
For the most part, however, the Company's electronics operations have been
successful in offsetting the impact of rising raw material costs through
operating and manufacturing efficiencies and by continuing to focus its
business towards higher technology and higher margin products. The markets
for the Company's electronics products remain strong worldwide, and
particularly strong in Southeast Asia. The Company is currently expanding its
facilities in Arizona and New York. Both of these expansions are expected to
be completed during the current year.
The Company's plumbing and industrial component segment is comprised of
the Company's plumbing hardware business, its advanced composite business, and
its specialty adhesive tape business. The Company's plumbing business
performed poorly in the second quarter as the result of a sharp drop in the
plumbing hardware markets during the period. The Company believes that those
markets have begun to recover to more normal levels. The Company's advanced
composite business continues to aggressively develop promising opportunities
in the aerospace, wireless communication and industrial markets; however its
financial performance has not yet achieved the levels expected by the Company.
The Company's adhesive tape business continued to perform well in the second
quarter.
8
Selling, general and administrative expenses, measured as a percentage of
net sales, were 10.9% during the current fiscal year's second quarter as
compared to 11.8% during the same period in the prior year. Selling, general
and administrative expenses were 11.3% during the current year's first six-
month period, as compared to 11.9% during last year's comparable period.
Other income, which consists principally of investment income, increased
44% to $551,000 for the current fiscal year's second quarter from $382,000 for
the prior fiscal year's second quarter. Other income during the six months
ended August 27, 1995 increased by 159% to $1,119,000 from $432,000 during
last year's comparable period. The increase in investment income during the
second quarter of the current year, as compared to the same period in the
prior year, was principally attributable to the increase in prevailing
interest rates. The increase in investment income for the first half of the
current year, as compared to last year's first six months, was due to a
combination of a reduction in interest expense as well as increased interest
income resulting from an increase in prevailing interest rates and an increase
in the amount of cash available for investment. During the first quarter of
the prior year the Company elected to call its 7.25% Convertible Subordinated
Debentures for redemption. As a result, nearly all of the Debentures
outstanding at the beginning of the year were converted into the Company's
common stock during the prior year's first quarter. This redemption
eliminated virtually all of the Company's long-term debt and the associated
interest expense. The Company's cash reserves continue to be invested
primarily in short-term taxable instruments and government securities.
The Company's effective income tax rate for the current fiscal year's
second quarter and six months ended August 27, 1995 was 34% and 35.1%,
respectively, as compared to 37% for both of the prior fiscal year's
comparable periods. This decrease in rate is primarily due to the benefit of
favorable foreign tax rate differentials.
During the current fiscal year's second quarter, the Company's net
earnings increased 43% to $5,366,000 from $3,756,000 during the prior fiscal
year's second quarter. Adjusting for the two-for-one common stock split
approved and distributed during the second quarter, both primary and fully
diluted earnings per share increased to $.45 for the current year's second
quarter from $.33 for the prior year's second quarter primary and fully
diluted earnings per share. For the six-month period ended August 27, 1995 the
Company's net earnings increased 53% to $11,390,000 from $7,426,000 during the
prior fiscal year's first half. Primary and fully diluted earnings per share
increased to $.97 and $.96, respectively, for the current year's six-month
period ended August 27, 1995 from $.72 and $.67, respectively, for the
comparable prior period. This increase in net earnings was primarily
attributable to the increase in operating profit.
Liquidity and Capital Resources
At August 27, 1995, the Company's cash and temporary investments amounted
to $41,245,000, as compared to $45,910,000 at February 26, 1995, the end of
the Company's last fiscal year. The decrease in the Company's cash and
investment position was attributable to the significant level of capital
spending during that six-month period and the increase in working capital.
The Company's working capital position was $56,590,000 at August 27, 1995 as
compared to $55,012,000 at February 26, 1995. The Company's current ratio, or
the ratio of current assets to current liabilities, was 2.2 to 1 at August 27,
1995 as compared to 2.3 to 1 at February 26, 1995.
9
During the current fiscal year's first six months, the Company generated
$10,276,000 of funds from operations and expended $13,844,000 for the purchase
of property, plant and equipment. During the current year's second quarter
the Company announced a two-for-one common stock split in the form of a stock
dividend to holders of record on July 24, 1995. This stock dividend was
distributed on August 15, 1995. In addition, on September 28, 1995 the
Company announced an increase in its regular quarterly cash dividend to $.08
per share, an increase of 33 1/3%, up from $.06 per share. The increased
dividend is payable November 15, 1995 to shareholders of record on October 18,
1995.
The Company believes its financial resources will be sufficient, for the
foreseeable future, to provide for continued investment in property, plant and
equipment and for general corporate purposes. Such resources are also
available for appropriate acquisitions and other expansions of the Company's
business.
10
PARK ELECTROCHEMICAL CORP.
AND SUBSIDIARIES
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
(a) There are no material pending legal proceedings to which the
Company is a party or to which any of its properties is
subject.
(b) No material pending legal proceeding was terminated during the
fiscal quarter ended August 27, 1995.
Item 2. Changes in Securities.
The Board of Directors of the Company has effected a distribution
of one preferred stock purchase right (collectively, the "Rights")
per outstanding share of Common Stock of the Company, $.10 par
value per share (the "Common Stock"), held of record on February
15, 1989 or issued thereafter and prior to the Distribution Date
(as defined below). The terms of the Rights have been amended
effective July 12, 1995. Each Right entitles the holder thereof
to purchase from the Company one one-hundredth (1/100th) of a
share of a new series of Preferred Stock of the Company, $1.00 par
value per share, designated as Series A Preferred Stock (the
"Preferred Stock"), currently at a price of $75.00 (the "Purchase
Price") per each one one-hundredth of a share, subject to
adjustment. The description and terms of the Rights are set forth
in an Amended and Restated Rights Agreement, dated as of July 12,
1995 (the "Rights Agreement") between the Company and Registrar &
Transfer Company, as Rights Agent (the "Rights Agent").
Capitalized terms used but not defined herein shall have the
respective meanings assigned such terms in the Rights Agreement.
A copy of the Rights Agreement may be obtained by shareholders of
the Company free of charge from the Company by written request to
Park Electrochemical Corp., 5 Dakota Drive, Lake Success, New York
11042. This summary description of the Rights does not purport to
be complete and is qualified in its entirety by reference to the
Rights Agreement, which is incorporated herein by reference.
Until the Distribution Date, the Rights shall not be exercisable
and shall be evidenced only by certificates representing shares of
Common Stock. The term "Distribution Date" means the earlier of
(i) the tenth day after the date of the first public announcement
by the Company or a Person that such Person, other than the
Company, any Subsidiary of the Company, any employee benefit plan
of the Company or any Shore Affiliate (unless such Shore Affiliate
becomes the Beneficial owner of more than 25% of the shares of
Common Stock then outstanding) alone or together with Affiliates
and Associates (an "Acquiring Person"), has become the beneficial
owner of 15% (or 25% in certain cases) or more of the then
outstanding shares of Common Stock or (ii) the tenth Business Day
(or such later date as may be determined by the Board of Directors
prior to such time as any Person becomes an Acquiring Person)
after the date of the commencement of, or public announcement of
the intent to commence, a tender or exchange offer by any Person,
other than the Company, any Subsidiary of the Company, any
employee benefit plan of the Company or any Subsidiary of the
Company or any Shore Affiliate, for 15% or more of the then
outstanding shares of Common Stock. "Shore Affiliate" is defined
as Mr. Jerry Shore, his estate, any trust or foundation created by
him to hold any of his shares of Common Stock, any of his lineal
11
descendants and any transferee of shares of Common Stock owned by
Jerry Shore by will or pursuant to the laws of descent and
distribution or any corporation, partnership or other entity which
is an Affiliate of Jerry Shore or his estate or of any such trust,
foundation, lineal descendent or transferee by reason of the
control of such corporation, partnership or other entity by Jerry
Shore or his estate or any one or more of such trusts,
foundations, lineal descendants or transferees.
The Rights Agreement may be amended in such a manner as the Board
of Directors and Rights Agent may deem necessary or desirable so
long as the interests of the holders of the Rights are not
materially adversely affected, as determined in good faith by the
Board of Directors.
Until the Distribution Date, the Rights will be evidenced by the
certificates for Common Stock and will be transferable only in
connection with the transfer of the Common Stock. As soon as
practicable after the Distribution Date, separate certificates
evidencing the Rights (the "Rights Certificates") shall be mailed
to holders of record of the Common Stock as of the close of
business on the Distribution Date and such separate certificates
alone shall evidence the Rights.
The Rights (and the Rights Certificates, if issued) shall expire
on July 12, 2005 (the "Final Expiration Date"), unless earlier
redeemed or exchanged by the Company as described below. After
the Distribution Date, the registered holder of any Rights
Certificate may exercise the Rights evidenced thereby to acquire
shares of Preferred Stock upon surrender of the Rights
Certificate, with the form of election to purchase on the reverse
side thereof duly executed, to the Rights Agent, together with
payment of the Purchase Price for each one one-hundredth of a
share of Preferred Stock for which such Rights are being
exercised. The Rights must be exercised prior to the earliest of
the Final Expiration Date or the date on which the Rights are
redeemed or exchanged.
Upon liquidation, dissolution or winding up of the Company, the
holders of the Preferred Stock shall receive an amount equal to
accrued and unpaid dividends plus an amount equal to the greater
of (i) $100 per share of Preferred Stock or (ii) an aggregate
amount per share equal to 100 times the aggregate amount
distributable per share with respect to the Common Stock, before
any distribution is made to holders of shares of stock ranking
junior to the Preferred Stock. Dividends on outstanding shares of
Preferred Stock shall be payable quarterly, on a cumulative basis,
at the annual rate of 5% per annum (calculated as a percent of the
liquidation value per share of $100), in cash. Unpaid dividends
shall cumulate and be compounded quarterly. The Preferred Stock
may not be redeemed by the Company. The Preferred Stock shall not
have voting rights except as required by law.
The Purchase Price and the number of shares of Preferred Stock
issuable upon exercise of the Rights are subject to adjustment
from time to time in the event, among other things, of the
subdivision, combination or reclassification of the Preferred
Stock or the Common Stock.
12
In the event that after a Person becomes an Acquiring Person, (a)
the Company shall, or shall agree or become obligated to,
consolidate with or merge with or into any other Person, (b) any
Person shall, or shall agree or become obligated to, consolidate
with or merge with or into the Company, whether or not the
Company's securities remain outstanding and unchanged thereby, or
(c) the Company or any of its subsidiaries shall, or shall agree
or become obligated to, sell or otherwise transfer more than 50%
of the assets of the Company and its subsidiaries (taken as a
whole) or assets which, during any of the immediately preceding
three fiscal years, accounted for more than 50% of the net profits
or more than 50% of the gross revenue of the Company and its
subsidiaries (taken as a whole) to any Person, other than the
Company or one or more of its wholly-owned subsidiaries, then,
should any of the events described in (a) through (c) occur, to
the extent permitted by applicable law, the Company will take such
action as will be necessary to ensure, and will not enter into or
consummate any such merger, consolidation, sale, transfer or other
transaction which does not provide, that each holder of a Right,
other than Rights of an Acquiring Person (which will have become
void), shall have the right to receive, upon the exercise thereof
at a price equal to the then current Purchase Price multiplied by
the number of one one-hundredths of a share of Preferred Stock for
which a Right is then exercisable, and in lieu of shares of
Preferred Stock, such number of shares of Common Stock of the
other party to the transaction (or, in certain instances, of the
survivor of a merger or consolidation) as shall equal the result
obtained by (A) multiplying the then current Purchase Price by the
number of one one-hundredths of a share of Preferred Stock for
which a Right is then exercisable and dividing that product by (B)
50% of the then current per share market price of the shares of
Common Stock of the other party. In the event that any Person
should become an Acquiring Person, each holder of a Right shall
thereafter have a right to receive, upon exercise thereof at a
price equal to the then current Purchase Price multiplied by the
number of one one-hundredths of a share of Preferred Stock for
which a Right is then exercisable, and in lieu of shares of
Preferred Stock, such number of shares of Common Stock of the
Company as shall equal the result obtained by (x) multiplying the
then current Purchase Price by the number of one one-hundredths of
a share of Preferred Stock for which a Right is then exercisable
and dividing that product by (y) 50% of the then current per share
market price of the Common Stock of the Company. Each Right is
exercisable once only, with such exercise, depending upon the
conditions and circumstances existing at such time, for the
purpose of acquiring either shares of Preferred Stock or the other
shares, as the case may be. After Rights Certificates have been
issued, exercise of the Rights to acquire shares of Preferred
Stock or for any other purpose requires surrender of the Rights
Certificates and other documents, and the taking of the other
action, called for by the Rights Agreement.
The Company may, at its option, upon action of the Board of
Directors, at any time prior to such time as any Person becomes an
Acquiring Person, redeem all but not less than all the Rights at
a price of $.01 per Right. The redemption of the Rights by the
Board of Directors may be made effective at such time, on such
basis and with such conditions as the Board of Directors in its
sole discretion may establish. Except as otherwise required by
law, immediately upon the action of the Board of Directors
ordering the redemption of the Rights, evidence of which shall
13
have been filed with the Rights Agent, and without any further
action and without any notice, the right to exercise the Rights
shall terminate and the only right thereafter of the holders of
Rights shall be to receive the price to be paid on redemption.
Within 15 days of the action of the Board of Directors ordering
redemption of the Rights, the Company shall give notice of such
redemption, by mail, to all holders of the then outstanding Rights
at their last known addresses as they appear on the registry books
of the Rights Agent, or, prior to the Distribution Date, on the
registry books of the transfer agent for the Common Stock.
The Board of Directors may, at its option, at any time after any
Person becomes an Acquiring Person and before any Person (other
than the Company or any Subsidiary of the Company or any employee
benefit plan of them or any Shore Affiliate), together with all
its Affiliates and Associates, becomes the beneficial owner of 50%
or more of the Common Stock of the Company then outstanding,
exchange all or part of the then outstanding and exercisable
Rights (which shall not include Rights that have become void) for
Common Stock at an exchange ratio of one share of Common Stock per
Right.
Neither the Rights nor the Rights Certificates, themselves, confer
upon a holder thereof, as such, any rights as a stockholder of the
Company, including, without limitation, the right to vote or to
receive dividends. At no time shall the holder of a Right or a
Rights Certificate have any rights other than as specifically set
forth in the Rights Agreement.
Item 4. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting of Shareholders held on July 12, 1995:
(a) the persons elected as directors of the Company and the voting
for such persons were as follows:
Authority
Name Votes For Withheld
------------- --------- ---------
Anthony Chiesa 5,288,372 1,351
Lloyd Frank 5,287,102 2,621
Norman M. Schneider 5,284,147 5,576
Brian E. Shore 5,288,496 1,227
Jerry Shore 5,288,481 1,242
E. Philip Smoot 5,287,802 1,921
(b) An Amendment to the Company's Certificate of Incorporation was
authorized by the Shareholders to increase the number of
authorized shares of Common Stock of the Company from
15,000,000 shares to 30,000,000 shares. There were 4,724,789
votes for this Amendment, 571,274 votes against, and 22,927
abstentions.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits:
No. 3.01 Restated Certificate of Incorporation filed with
the Secretary of State of the State of New York on
April 10, 1989, as amended.
14
No. 4.01 Amended and Restated Rights Agreement, dated as of
July 12, 1995, between Park Electrochemical Corp.
and Registrar & Transfer Company, as Rights Agent.
The Rights Agreement includes the form of
Certificate of Amendment of the Certificate of
Incorporation of the Registrant setting forth the
terms of the Series A Preferred Stock, $1.00 par
value per share, as Exhibit A thereto, and the
form of Rights Certificate, as Exhibit B thereto.
No. 11.01 Computation of Fully Diluted Earnings Per Common
Share.
No. 27.01 Summary financial information for the six-month
period ended August 27, 1995.
(b) There were no reports on Form 8-K filed during the fiscal
quarter ended August 27, 1995.
15
PARK ELECTROCHEMICAL CORP.
AND SUBSIDIARIES
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.
Park Electrochemical Corp.
--------------------------
(Registrant)
Date: October 10, 1995 /s/Jerry Shore
---------------- -------------------------
Jerry Shore
Chairman of the Board and
President
Date: October 10, 1995 /s/Paul R. Shackford
---------------- -------------------------
Paul R. Shackford
Vice President and
Principal Financial Officer