SECURITIES AND EXCHANGE COMMISSION
Washington, DC. 20549
FORM 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 April 1, 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 0-11691
ELEXSYS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 95-3534864
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
18522 Von Karman Avenue, Irvine, California 92715
(Address of principal executive offices) (Zip Code)
(714) 833-0870
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No__
At May 7, 1995, there were 8,874,320 outstanding shares of common stock.
This report consists of 13 pages
ELEXSYS INTERNATIONAL, INC.
FORM 10-Q
INDEX
Page
Part I. Financial Information:
Item 1.
Consolidated Balance Sheets as of April 1, 1995 and September 30, 1994.......... 2
Consolidated Statements of Operations for the Three and Six Months
Ended April 1, 1995 and April 2, 1994............................................ 3
Consolidated Statements of Cash Flows for the Six Months
Ended April 1, 1995 and April 2, 1994............................................ 4
Notes to the Consolidated Financial Statements................................... 5
Item 2.
Management's Discussion and Analysis of Financial Condition and
Results of Operations........................................................... 8
Part II. Other Information............................................................... 12
ELEXSYS INTERNATIONAL, INC.
CONSOLIDATED BALANCE SHEETS
(Thousands of dollars, except share data)
April 1, September 30,
1995 1994
ASSETS (Unaudited)
Current assets
Cash and cash equivalents $ 325 $ 1,562
Accounts receivable - net 11,557 9,063
Inventories 6,721 7,277
Prepaid expenses and other current assets 702 381
--- ---
Total current assets 19,305 18,283
------ ------
Property, plant and equipment 66,153 65,481
Less accumulated depreciation and amortization (49,483) (47,703)
------- -------
Property, plant and equipment, net 16,670 17,778
------ ------
Other assets 981 922
--- ---
Total assets $ 36,956 $ 36,983
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable $ 6,892 $ 6,170
Accrued payroll and related costs 2,130 1,950
Other current liabilities 2,323 2,866
Short-term borrowings 3,636 3,456
Current portion of long-term debt 50 50
-- --
Total current liabilities 15,031 14,492
------ ------
Long term debt 381 406
Convertible subordinated debentures 12,000 16,000
Stockholders' equity
Common stock, $1.00 par value, 20,000,000 shares
authorized, 8,808,520 and 8,334,960 shares issued and
outstanding at April 1, 1995 and at September 30, 1994 8,809 8,335
Additional paid-in capital 5,145 3,373
Accumulated deficit (4,410) (5,623)
------ ------
Net stockholders' equity 9,544 6,085
----- -----
Total liabilities and stockholders' equity $ 36,956 $ 36,983
======== ========
The accompanying notes are an integral part of these financial statements.
ELEXSYS INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
Three Months Ended Six Months Ended
April 1, April 2 April 1 April 2
1995 1994 1995 1995
Net sales $ 23,407 $ 26,153 $ 46,160 $ 50,464
Cost of sales 21,541 23,306 41,424 46,997
------ ------ ------ ------
Gross profit 1,866 2,847 4,736 3,467
Operating expenses:
Selling, general and administrative 2,200 2,670 4,266 5,331
Research and development 126 171 249 437
Provision for restructuring of operations 0 0 0 600
- - - ---
Total operating expenses 2,326 2,841 4,515 6,368
----- ----- ----- -----
Income/(loss) from operations (460) 6 221 (2,901)
Other (income) expenses:
Interest expense 410 591 842 1,060
Interest income 0 (3) (1) (26)
- -- -- ---
Loss before extraordinary item (870) (582) (620) (3,935)
Extraordinary item: (Note 5)
Gain from exchange of 5 1/2 percent Convertible
Subordinated Debentures due 2012 for common
stock, net of expenses 1,833 0 1,833 0
----- - ----- -
Net income (loss) $ 963 $ (582) $ 1,213 $ (3,935)
======== ======== ======== ========
Earnings (loss) per share (Note 3)
Primary $0.11 $(0.11) $0.14 $(0.77)
Fully diluted $0.10 $(0.11) $0.13 $(0.77)
----- ------ ----- ------
Weighted average common shares and common
equivalent shares outstanding
Primary 8,751 5,135 8,751 5,135
Fully diluted 9,278 5,135 9,278 5,135
===== ===== ===== =====
The accompanying notes are an integral part of these financial statements.
ELEXSYS INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Thousands of dollars)
(Unaudited)
Six Month Ended
April 1, April 2,
1995 1994
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ 1,213 $(3,935)
Adjustments to reconcile net income (loss) to
net cash provided (used) by operating activities:
Extraordinary gain (1,833) 0
Depreciation and amortization 2,780 3,344
Provision for restructuring of operations 0 600
Increase in accounts receivable (2,494) (1,005)
Decrease in inventories 556 422
(Increase) decrease in prepaid expenses and other
current assets (321) 113
Increase (decrease) in accounts payable 722 (4,633)
Increase (decrease) in accrued payroll and related taxes 180 (470)
Decrease in other current liabilities (543) (1389)
Other (207) (163)
---- ----
Net cash provided (used) by operating activities 53 (7,116)
-- ------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from maturity of short-term investments 0 4,000
Purchase of property, plant and equipment (1,666) (1,159)
------ ------
Net cash (used) provided by investing activities (1,666) 2,841
------ -----
CASH FLOWS USED BY FINANCING ACTIVITIES
Net borrowings on short-term borrowings 180 3,392
Principal payments on long term debt (25) (23)
Proceeds from options exercised 221 0
--- -
Net cash provided by financing activities 376 3,369
--- -----
Net decrease in cash and cash equivalents (1,237) (906)
Cash and cash equivalents, beginning of period 1,562 2,415
----- -----
Cash and cash equivalents, end of period $ 325 $ 1,509
------- -------
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest payments $470 $910
==== ====
Income tax payments $ 24 $ 4
==== ====
The accompanying notes are an integral part of these financial statements.
ELEXSYS INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 - Basis of Presentation
The accompanying unaudited consolidated financial statements of Elexsys
International, Inc. and its subsidiaries (the "Company") contain all
adjustments, consisting of only normal recurring adjustments, which, in
the opinion of management, are necessary to present fairly the
financial position of the Company as of April 1, 1995 and September 30,
1994, the results of its operations for the three and six months ended
April 1, 1995 and April 2, 1994 and its cash flows for the six months
ended April 1, 1995 and April 2, 1994. Certain information and footnote
disclosures normally included in the financial statements have been
condensed or omitted pursuant to rules and regulations of the
Securities and Exchange Commission, although the Company believes that
the disclosures in the consolidated financial statements are adequate
to make the information presented not misleading.
The consolidated financial statements included herein should be read in
conjunction with the consolidated financial statements of the Company
for the year ended September 30, 1994, included in the Company's Annual
Report on Form 10-K for that fiscal year.
Note 2 - Inventories
Inventories consist of the following (thousands of dollars):
April 1, September 30,
1995 1994
(Unaudited)
Raw materials $2,682 $4,233
Work in progress 4,039 3,044
----- -----
Totals $6,721 $7,277
====== ======
ELEXSYS INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 3 - Earnings (Loss) Per Common Share
Earnings or loss per common share for the three and six months ended
April 1, 1995 has been computed based on weighted average common shares
outstanding and common stock equivalents as of the above dates and does
not include the assumed conversion of the 5 1/2 percent Convertible
Subordinated Debentures due 2012 as such effect would have been
anti-dilutive. The loss per share for the three and six months ended
April 2, 1994 has been computed based on average common shares
outstanding as of April 2, 1994 and does not include the effect of
common stock equivalents as such effect would have been anti-dilutive.
Three Months Six Months
April 1,1995 April 1, 1995
(Unaudited) (Unaudited)
Net Loss before extraordinary item $(870) $(620)
Net income $ 963 $1,213
Earnings (loss) per common share and common share
equivalent, primary
Loss before extraordinary item $(0.10) $(0.07)
Extraordinary item $ 0.21 $ 0.21
Net income $ 0.11 $ 0.14
Earnings (loss) per common share and common share
equivalent, fully diluted
Loss before extraordinary item $(0.10) $(0.07)
Extraordinary item $ 0.20 $ 0.20
Net income $ 0.10 $ 0.13
Weighted average of common and dilutive common
equivalent shares outstanding
Primary weighted average shares 8,366 8,366
Stock option equivalent 385 385
Primary common and common equivalent shares 8,751 8,751
Fully diluted weighted average shares 8,809 8,809
Stock option equivalent 469 469
Fully diluted common and common equivalent share 9,278 9,278
Note 4 - Income Taxes
As of September 30, 1994, the Company had net operating losses
carryforwards for federal and state income tax purposes of $29,636,000
and $25,296,000, respectively. Net operating loss carryforwards were
used to offset income before income taxes resulting in no income tax
provision for the three and six months ended April 1, 1995. The
remaining carryforwards, for which future benefit is not assured,
expire through 2008.
ELEXSYS INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 5 - Extraordinary Item
On March 31, 1995, Elexsys International, Inc. exchanged for $4,000,000
of 5 1/2 percent Convertible Subordinated Debentures due 2012 an
aggregate of 400,000 newly issued shares of common stock, par value
$1.00 per share, to Mr. Milan Mandaric. The net gain of $1,833,000 was
recorded as an extraordinary item. The net gain included a reduction of
debt issuance costs related to the 5 1/2 percent Convertible
Subordinated Debentures due 2012 and additional professional fees
associated with the transaction. The transaction included a payment of
$18,333 for accrued interest on the debentures exchanged.
Note 6 - Subsequent Event
On April 28, 1995, the Company announced it had acquired substantially
all the assets of Technet Electronics Limited, a manufacturer of
printed circuit boards located in Great Britain for approximately
$3,300,000 which consisted of $560,000 of cash and assumption of
liabilities of approximately $2,740,000 including its current lines of
credit. To complete the transaction, the Company borrowed $1,300,000 on
its line of credit from the asset based lender of which $740,000 will
be utilized as working capital.
ELEXSYS INTERNATIONAL, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the Consolidated
Financial Statements and Notes thereto contained elsewhere within this Report on
Form 10-Q.
Results of Operations
Net sales
Net sales for the three months ended April 1, 1995 decreased 10.5
percent compared to the second quarter of fiscal year 1994. Net sales
for the six months ended April 1, 1995 decreased 8.5 percent from the
comparable six month period of fiscal 1994. The decrease in net sales
resulted from lower volume of sales from the Company's backpanel line
due to changes in product mix. Circuit board sales decreased due to a
change in product mix. The circuit board product mix consisted of less
advanced technology product resulting in higher volumes of product
being shipped at competitive prices. Management is reviewing the
changes in product mix, but does not expect improvement in the
near-future.
Cost of sales
Cost of sales as a percentage of net sales increased from 89.1 percent
in the second quarter of fiscal year 1994 to 92 percent for the second
quarter of fiscal year 1995. The increase was attributable to a change
in product mix resulting in higher material costs per units shipped for
the backpanel product line, and, to a lesser extent, higher outside
processing and service costs per units shipped for the circuit board
product line. The higher outside processing and service costs were a
direct result of outsourcing manufacturing processes for which the
Company is not currently equipped to perform. The increase in costs was
partially offset by improved productivity resulting in lower labor
costs per units shipped. The improvement in labor costs is attributable
to the October 3, 1994 reduction in workforce. Management is working on
the problem of matching product with the operations' capabilities.
For the six months ended April 1, 1995, cost of sales as a percentage
of net sales decreased from 93.1 percent for the first six months of
fiscal year 1994 to 89.7 percent for the six month period ended April
1, 1995. The decrease was attributable to lower labor and benefit cost
per units shipped due to better utilization of labor after the October
3, 1994 reduction in employees. To a lesser extent, lower indirect
material cost per units shipped contributed to the improvement in cost
of sales. The improvement in indirect material costs is attributable to
operating efficiencies and cost reductions. The decrease in costs was
partially offset by higher material cost per units shipped for the
backpanel product line.
Selling, General and Administrative
Selling, general and administrative (SG&A) expense for the three months
ended April 1, 1995 decreased 17.6 percent compared to the second
quarter of fiscal 1994. As a percentage of net sales, SG&A decreased
from 10.2 percent for the second quarter of fiscal year 1994 to 9.4
percent for the second quarter of fiscal 1995. For the six months ended
April 1, 1995, SG&A decreased 20 percent from the comparable six month
period of fiscal 1994. As a percentage of net sales, SG&A decreased
from 10.6 percent for the six month ended April 2, 1994 to 9.2 percent
for the six month ended April 1, 1995. The decrease in SG&A for the
three and six months ended April 1, 1995 was primarily due to a
reduction in legal and consulting fees and cost reductions, partially
offset by higher commission costs to manufacturers' representatives.
ELEXSYS INTERNATIONAL, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Research and development
Research and development expenditures decreased 26.3 percent during the
three months ended April 1, 1995 compared to the second quarter of
fiscal 1994. For the six months ended April 1, 1995, research and
development expenditures decreased 43 percent from the comparable six
month period of fiscal 1994. The decrease in expenditures is directly
attributable to lower labor and benefit costs of engineers related to
the restructuring on January 6, 1994, as described below.
Restructure
At the beginning of fiscal 1995 the Company's balance for restructuring
reserve was $861,000, which is expected to be fully paid out by the end
of the current fiscal year, mainly to executives who have severance
agreements. During the first six months of fiscal 1995, the Company
reduced its restructuring reserve by $342,000 through severance
payments to such executives. As of April 1, 1995, the Compnay's other
current liabilities included $519,000 of restructuring reserve.
Interest income and interest expense
Interest income decreased 100 percent and 96.3 percent for the three
and six months ended April 1, 1995, respectively, from the comparable
fiscal 1994 periods. The decrease was primarily due to a reduction in
interest bearing investments held by the Company during fiscal 1995
compared to fiscal 1994.
Interest expense decreased 30.6 percent and 20.6 percent for the three
and six months ended April 1, 1995, respectively, as compared to the
similar fiscal 1994 periods. The decrease is attributable to lower
interest expense due to the exchange of $16,000,000 in principal amount
of Debentures held by Mr. Milan Mandaric for 3,200,000 newly issued
shares of the Company's common stock in a two part transaction which
closed on June 30, 1994 and July 13, 1994. Partially offsetting the
lower interest expense was interest due to short-term borrowings from
the Company's asset based lender.
Liquidity and Capital Resources
At April 1, 1995, the Company had cash, cash equivalents and short-term
investments of $325,000 which reflects a $1,237,000 decrease in the
balance from September 30, 1994. Cash of $53,000 was generated from
operating activities. The increase in accounts receivable is
attributable to lower net sales during the fourth quarter of fiscal
year 1994. The decrease in inventories is attributable to better
purchasing practices of raw materials utilized in the Company's
backpanel product line, partially offset by an increase in work in
process due to improvement in the order cycle. The decrease in
other current liabilities was due in part to the $342,000 decrease in
agreements. In addition, during the second quarter, the Company met its
obligations to pay the semi-annual interest on its 5 1/2 percent
Convertible Subordinated Debentures. All other operating activities
experienced normal fluctuations.
The cash generated from operating activities was offset by investing
activities of $1,666,000 for the purchase of capital equipment. The
purchase of capital equipment was for normal replacement and equipment
for processes that the Company has outsourced.
ELEXSYS INTERNATIONAL, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Investing activities were partially funded by the exercise of stock
options by certain employees.
As of April 1, 1995, the Company had borrowed $ 4,834,000 under the
line of credit that was established December 17, 1993 with the
aforementioned lender. In the first six months of fiscal 1995, the
Company repaid borrowings of $520,000, leaving net borrowings of
$.4,314,000 Also, under the terms of the agreement, the Company's cash
collections are applied to any outstanding borrowings upon the receipts
clearing the bank. At April 1, 1995, the asset based lender was in
possession of $ 678,000 of the Company's cash collections and,
accordingly, such funds have been applied to the $ 4,148,000 borrowing.
On April 28, 1995, the Company announced it had acquired substantially
all the assets of Technet Electronics Limited, a manufacturer of
printed circuit boards located in Great Britain for approximately
$3,300,000 which consisted of $560,000 of cash and assumption of
liabilities of approximately $2,740,000, including its current lines of
credit. To complete the transaction, the Company borrowed $1,300,000
from its line of credit from the asset based lender, of which $740,000
will be utilized as working capital.
As of April 1, 1995, the Company's ratio of current assets to current
liabilities was 1.3 to 1. In addition, the Company had $325,000 in cash
and cash equivalents which are available for current operations,
capital expenditures or other purposes. Other than the acquisition, the
Company has no material cash obligations other than normal
replacements. Management believes that the Company's existing working
capital, the remaining borrowing capacity, and funds generated from
operations will be sufficient to meet presently anticipated working
capital requirements.
In June 1994, the Company agreed with Mr. Milan Mandaric to exchange
$16,000,000 of 5 1/2 percent Convertible Subordinated Debentures due
2012 for 3,200,000 newly issued shares of common stock. The transaction
included a payment of $293,000 for accrued interest on the debentures
exchanged and reimbursement of $50,000 for Mr. Mandaric's professional
expenses. All legal and consulting costs related to those discussions
were accrued for in the third quarter of fiscal 1994 and were applied
against the extraordinary gain recorded in the third quarter of fiscal
1994. There was no cash infusion made by Mr. Mandaric as a result of
this transaction. The Company subsequently delivered those Debentures
to the Trustee for credit against the future sinking fund payments
under the terms of the indenture relating to the Debentures.
In March 1995, the Company agreed with Mr. Milan Mandaric to exchange
$4,000,000 of 5 1/2 percent Convertible Subordinated Debentures due
2012 for 400,000 newly issued shares of common stock. The transaction
included a payment of $18,333 for accrued interest on the debentures
exchanged. All legal and consulting costs related to those discussions
were accrued for in the second quarter of fiscal 1995 and were applied
against the extraordinary gain recorded in the second quarter of fiscal
1995. There was no cash infusion made by Mr. Mandaric as a result of
this transaction. The Company subsequently delivered those Debentures
to the Trustee for credit against the future sinking fund payments
under the terms of the indenture relating to the Debentures.
ELEXSYS INTERNATIONAL, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Environmental
The Company's manufacturing processes utilize substantial quantities of
heavy metals, acids and other hazardous substances, as well as
substantial quantities of water. The Company is subject to federal,
state and local environmental laws and regulations regarding air, water
and land use, the generation, use, storage and disposal of hazardous
materials and wastes, and the operation and closure of manufacturing
facilities at which hazardous materials are used or hazardous wastes
are generated. The Company is aware of contamination of soil and ground
water (principally by metals and solvents) at two of its former
facilities in Northern California. The Company incurred costs of
$109,000 to clean-up soil at one of the former facilities and the
property was returned to its owner during the second quarter of fiscal
1994. The likely future cost of ground water cleanup at that facility
is not yet reasonably estimable, but investigative costs of $30,000
have been incurred. At the other former facility in Northern California
the Company incurred costs of approximately $137,000 for clean-up of
soil contamination and the property was returned to its owner during
the second quarter of fiscal 1995. In addition the facility is adjacent
to an existing State of California administered Superfund site and may
become part of a related State of California administered regional
ground water investigation; the likely future cost to the Company in
connection with possible ground water cleanup is not yet reasonably
estimable. During the second quarter of fiscal 1994, the Company
also incurred costs of $235,000 to cleanup soil contamination at a
former facility in Southern California and the property was returned
to its owner. Notification was made to the proper agencies. At another
former facility in Southern California, the Company conducted
limited groundwater sampling in connection with a potential sale of
the property, and low concentrations of solvents were detected. At this
time, it is not possible to determine whether any response actions
will need to be taken; and accordingly, the likely future cost to the
Company is not yet reasonably estimable.
The Company is further aware of soil and ground water contamination
(principally by metals and solvents) at two currently used facilities,
one in Northern California and one in Southern California. At its
Northern California facility, the Company is indemnified by the former
property owner who acknowledged his obligation. At its Southern
California facility, the Company's preliminary estimate of remedial
costs, expected to be incurred over five to seven years, ranges from
approximately, $880,000 to $1,480,000 (including between approximately
$300,000 and $400,000 estimated capital expenditures for waste
treatment equipment acquisition and installation costs). At its
Northern California facility, the Company has also received notice that
regulatory authorities plan to reduce the discharge limits for
industrial waste water discharge containing heavy metals. New limits
are expected to become effective in October 1994. Based on proposed
limits, the cost to the Company of additional equipment and process
modifications needed to comply with the reduced limits is preliminary
estimated by the Company less than $100,000. As of April 1, 1995, the
Company believes it has appropriately recorded all known costs related
to environmental matters, including the minimum amounts where the
estimated costs are within a range, and are primarily accrued in other
current liabilities. However, actual future environmental related
expenditures are subject to numerous uncertainties, including the
discovery of additional environmental concerns, further development of
cost estimates, new and changing environmental laws and requirements,
or new interpretations of existing laws and requirements. Accordingly,
there can be no assurance that future environmental related
expenditures will not exceed the Company's current estimates, or that
they will not have a materially adverse effect on the Company.
Part II. OTHER INFORMATION
Item 4 Submission of Matters to a Vote of Security Holders
The Company held its annual meeting of Shareholders ("Annual Meeting") on
February 28, 1995. At the Annual Meeting the Shareholders voted upon and
approved the following proposals: (1) the election of one director, Mr. Charles
H. Handley, to serve for a three-year term (2) the ratification of certain
amendments to the Company's Certificate of Incorporation and (3) the
ratification of the Company's 1994 Incentive Stock Option Plan. For proposal No.
1, 7,327,124 votes were cast in favor, and 6,350 votes were withheld. Proposal
No. 2 received 4,802,355 votes in favor, 32,850 against and 2,498,269
abstentions or broker non-votes. Proposal No. 3 received 5,469,675 votes in
favor, 21,345 votes against and 1,842,454 abstentions or broker non-votes.
Item 6 a. Exhibits
10.2 Lease for 2609 Technology Drive, Plano, Texas 75074, dated March 1995,
between Elexsys International, Inc. and Property Reserve, Inc.
10.3 Asset Purchase Agreement dated April 28, 1995 between Elexsys
International, Inc. and Technet UK
27 Financial Data Schedule
b. Current reports on Form 8-K
February 28, 1995 Approval by Registrant's stockholders of
Registrant's Amended and Restated Certificate
of Incorporation which, among other things,
changed Registrant's name to "Elexsys
International, Inc." and election of William
"Barry" Hegarty as Executive Vice President and
Chief Operating Officer.
March 20, 1995 Listing of Registrant's Common Stock on The
Nasdaq Stock Market's SmallCap Market under the
symbol "ELEX."
March 31, 1995 Exchange by Mr. Milan Mandaric and Registrant
of 400,000 newly issued shares of Registrant's
Common Stock for $4 million in aggregate
principal amount of Registrant's outstanding 5
1/2 % Convertible Subordinated debentures due
2012, pursuant to the terms of the Second
Exchange Agreement dated as of March 29, 1995.
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.
ELEXSYS INTERNATIONAL, INC.
(Registrant)
Date: May 12, 1995 By: /s/ Michael S Shimada
------------ ---------------------
Michael S. Shimada
Chief Financial Officer
(Principal Financial Officer
and Duly Authorized Officer)