SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No. 1
[x] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 For the Fiscal Year Ended June 30, 1999 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: 0-27932
PRAEGITZER INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
OREGON
(State or other jurisdiction of 93-0790158
incorporation or organization) (I.R.S. Employer Identification No.)
19801 SW 72nd Avenue
Tualatin, Oregon 97062 (503) 454-6000
(Address of principal executive offices) (Registrant's zip code) (Registrant's
telephone number,
including area code)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months ( or for such shorter period that the
registrant was required to file such reports, and (2) has been subject to such
filing requirements for the past 90 days. Yes X No ____
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. ____
The aggregate market value of voting Common Stock held by
non-affiliates of the registrant at September 20, 1999 was approximately
$21,359,624. For purposes of this calculation, officers and directors are
considered affiliates.
Number of shares of Common Stock outstanding at September 20, 1999: 13,129,751.
Documents Incorporated by Reference
Part of Form 10-K Into Which
Document Documents are Incorporated
Proxy Statement for 1999 Annual Part III
Meeting of Shareholders
TABLE OF CONTENTS
Part II
Item 6 Selected Financial Data........................................... 1
Item 7 Management's Discussion and Analysis of Financial Condition
and Results of Operations...................................... 2
Part IV
Item 14 Exhibits, Financial Statement Schedules and Reports on Form 8-K... 8
Signatures ..................................................................10
PART II
Item 6. SELECTED FINANCIAL DATA
(The line items under Balance Sheet Data for Notes payable and current portion
of long-term obligations and long-term obligations, net of current portion have
been changed for the year ended June 30, 1999.)
Year Ended June 30,
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1999 1998 1997 1996 1995
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Statement of Income Data: (in thousands, except per share data)
Revenue $ 217,665 $ 182,773 $ 147,947 $ 95,101 $ 58,096
Cost of goods sold 191,172 148,487 122,013 72,941 48,343
Gross Profit 26,493 34,286 25,934 22,160 9,753
Selling, general and administrative expenses 29,046 23,456 19,188 8,896 6,406
Restructuring expense 29,818 -- -- -- --
Impairment and in-process technology expense -- -- 11,650 -- --
Income (loss) from operations (32,370) 10,830 (4,904) 13,264 3,347
Interest expense 5,848 3,757 2,295 1,799 1,563
Income (loss) from continuing operations
before income taxes (36,437) 7,297 (6,631) 11,767 1,876
Provision (benefit) for income taxes (10,898) 2,215 1,670 4,472(1) 691(1)
Income (loss) from continuing operations (25,539) 5,082 (8,301) 7,295(1) 1,185(1)
Net income (loss) $ (25,539) $ 5,082 $ (8,301) 6,916(1) 1,185(1)
Net income (loss) per share - basic and diluted $ (1.97) $ 0.40 $ (0.68) $ 0.76(1) $ 0.13(1)
Weighted average number of shares outstanding
- - basic 12,973 12,694 12,234 9,070 8,824
Weighted average number of shares outstanding
- - diluted 12,973 12,846 12,234 9,110 8,824
Balance Sheet Data: June 30,
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1999 1998 1997 1996 1995
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Working capital $ 18,794 $ 19,297 $ 17,031 $ 10,743 $ (1,897)
Inventories 16,652 16,491 8,534 6,212 4,002
Total assets 143,897 151,494 87,286 52,836 30,352
Notes payable and current portion of long-term
obligations 12,328 6,394 3,565 871 1,302
Long-term obligations, net of current portion 67,326 73,413 29,785 7,695 10,188
Shareholders' equity 19,352 43,980 37,641 34,641 5,699
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(1) The Company was an S corporation prior to April 1996 and accordingly was
not subject to federal and state income taxes prior to April 1996. For this
portion of the year presented, income tax expense, net income and net
income per share are shown pro forma. Pro forma amounts reflect federal and
state income taxes as if the Company had been a C corporation based on the
effective tax rates that would have been in effect during these periods.
1
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
(The third paragraph under Liquidity and Capital Resources has been changed.)
General
The Company is a leading provider of a full range of PCB and interconnect
solutions, including schematic capture and design, quick-turnaround, prototyping
and pre-production, and large volume production to electronics OEMs and contract
manufacturers. The Company provides its solutions to four key electronics
industry segments (with corresponding percentages of Company revenue for fiscal
1999): (i) data and telecommunications (40%), (ii) computers and peripherals
(32%), (iii) industrial and instrumentation (22%) and (iv) business and consumer
(6%). The majority of customers are based in the United States. During the years
ended June 30, 1999, 1998, and 1997, sales to international customers
represented 9.0%, 2.1%, and 2.6% of total revenue, respectively. The only
significant long-lived assets the Company holds outside the United States are in
Melaka, Malaysia and are held for sale as disclosed in the financial statements.
In 1997, the Company implemented its complete solutions offering to provide
its customers with advanced technology and integrated manufacturing capabilities
for the entire cycle of PCB creation. As part of that implementation the Company
has made a number of strategic acquisitions. In November 1995 the Company
acquired Circuit Technology, Inc. ("CTI") to increase its prototype production
capability. In August 1996 the Company acquired Trend Circuits ("Trend") (now
its Fremont facility) to increase its quick-turnaround capability. In March 1998
the Company acquired its Huntsville facility to increase its pre-production
capability. In the last three years, Praegitzer also acquired or opened 11
design centers: 9 in the United States, one in Israel and one in Scotland.
In 1999, the Company restructured its operations to reflect a general
decline in customer demand, which caused pricing and margin pressure in the PCB
industry, along with the unprofitable results of its facilities in Huntsville
and Malaysia. The Company closed its Redmond, Washington facility when it
consolidated its West Coast quick-turn facilities into the Company's Fremont,
California facility, closed its Huntsville, Alabama facility, adjusted
Malaysia's net assets to net realizable value in conjunction with the Company's
intent to divest its controlling interest in its Malaysian facility, and
eliminated 114 overhead positions primarily in its selling, general and
administrative areas. See Note 7 to the consolidated financial statements.
The Company will concentrate on manufacturing operations in the United
States and will continue to grow through existing operations. Praegitzer intends
to focus on upscale technology product manufactured in the United States, the
quick-turnaround market and high-end design and engineering services.
The Company attributes its revenue growth since 1995, in part, to its
complete solutions offering, which is intended to provide the full spectrum of
PCB services, from initial design, schematic capture and layout to prototype
fabrication and full-volume production. By providing extensive design and
engineering services, the Company has been able to attract additional
quick-turnaround and high volume production business.
2
Results of Operations
The following table sets forth certain financial data for the Company for
the periods indicated as a percentage of revenue.
Years Ended June 30,
--------------------------------------------
1999 1998 1997
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Revenue 100.0% 100.0% 100.0%
Cost of goods sold 87.8 81.2 82.5
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Gross profit 12.2 18.8 17.5
Selling, general & administrative expense 13.3 12.8 12.9
Restructuring expense 13.7 - -
Impairment and in-process technology expense - - 7.9
------------- ------------- ------------
Income (loss) from operations (14.8) 6.0 (3.3)
Interest expense 2.7 2.1 1.6
Minority interest 0.8 0.0 -
Other income 0.0 0.1 0.4
------------- ------------- ------------
Income (loss) from operations (16.7) 4.0 (4.5)
Provision (benefit) for income taxes (5.0) 1.2 1.1
------------- ------------- ------------
Net income (loss) (11.7)% 2.8% (5.6)%
============= ============= ============
Year Ended June 30, 1999 ("fiscal 1999") Compared to Year Ended June 30, 1998
("fiscal 1998")
Revenue. Revenue in fiscal 1999 increased 19.1% to $217.7 million from
$182.8 million in fiscal 1998. The Company's three primary products and
services, (i) volume production, (ii) quick-turnaround, prototype and
pre-production, and (iii) design, accounted for 63.1%, 28.6%, and 8.3% of
revenues, respectively, in fiscal 1999 compared to 56.7%, 35.7%, and 7.6%,
respectively, in fiscal 1998.
Revenue growth in fiscal 1999 was the result of several factors, including
the purchases in 1998 of the Company's Huntsville and Malaysian facilities,
gains in market share due to industry consolidation, increased capacity,
improved technological capabilities and strategic advantages offered by the
Company's complete solutions offering.
Volume production revenue increased 32.7% to $137.5 million in fiscal 1999
from $103.6 million in fiscal 1998. The increase in volume production business
can be attributed to additional capacity due to purchase of the Huntsville and
Malaysian facilities and capital expenditures, new customers, increased sales to
existing customers, and new technology offerings. Significant new volume
customers in fiscal 1999 included Benchmark, Celestica, EMC, Solectron and
Teradyne, among others. Existing customers with increased sales in 1999 included
Xerox, Motorola, and SCI.
Quick-turnaround, prototype and pre-production revenue decreased 4.7% to
$62.2 million in fiscal 1999 from $65.3 million in fiscal 1998. These decreases
in revenue were the result of the restructuring, which involved the closure of
the Redmond, Washington and Huntsville, Alabama facilities.
Design revenue increased 29.5% to $18.0 million in fiscal 1999 compared to
$13.9 million in fiscal 1998. The revenue increase can be primarily attributed
to higher average bill rates, more designers and other factors, including
increased business from existing and new customers such as Intel, NEC, Nortel
and 3Com.
3
Cost of Goods Sold. Cost of goods sold includes direct labor, materials and
manufacturing overhead costs. The cost of goods sold in fiscal 1999 was $191.2
million, or 87.8% of revenue, compared to $148.5 million, or 81.2% of revenue,
in fiscal 1998. This increase was primarily the result of low yields and
substantial under-utilization of capacity in the Company's Huntsville and
Malaysia circuit board manufacturing facilities as well as Company-wide price
pressure.
Gross Profit. Gross profit in fiscal 1999 decreased 22.7% to $26.5 million
from $34.3 million in fiscal 1998. Gross margin decreased to 12.2% in fiscal
1999 compared to 18.8% in fiscal 1998. These decreases were due to the increased
cost of goods sold as a percentage of revenue resulting from the items discussed
above, in addition to general margin pressure experienced by the industry as a
whole.
Restructuring Expense. Results from operations in fiscal year 1999 includes
a $32.7 million charge for the costs associated with a restructuring plan
announced in the second half of the fiscal year, intended to lower the Company's
break-even point, reduce overall costs and improve profitability.
The restructuring plan consisted of the closure of its Redmond, Washington
facility when it consolidated the Company's West Coast quick-turn facilities
into the Company's Fremont, California facility, the closure of its Huntsville,
Alabama facility, the reduction of 114 overhead positions primarily in its
selling, general and administrative areas, and the adjustment of the Malaysian
facility's net assets to net realizable value in conjunction with the Company's
intention to divest its controlling interest in its Malaysian facility. The
total charges associated with the consolidation of the quick-turn facilities
were $11.0 million, the total charges associated with Huntsville were $16.7
million and the total charges associated with Malaysia were $5.0 million. See
Note 7 to the consolidated financial statements.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses in fiscal 1999 increased $5.5 million, or 23.8%, to
$29.0 million from $23.5 million in fiscal 1998. As a percentage of revenue,
selling, general and administrative expenses remained relatively flat at
approximately 13% year-over-year.
Net Income (Loss) from Operations. Operating income in fiscal 1999
decreased $43.2 million to a loss of $32.4 million, or 14.9% of total revenues,
compared to operating income of $10.8 million in fiscal 1998. The losses in
fiscal 1999 were driven by a lower gross margin and the restructuring expense
discussed above. The decrease in income from operations in fiscal 1999,
excluding non-recurring charges in 1999, was primarily the result of the poor
yields and capacity under-utilization in the Company's Huntsville and Malaysian
facilities.
Interest Expense. Interest expense in fiscal 1999 increased $2.1 million,
or 55.7%, to $5.8 million from $3.8 million in the prior year. The increase was
primarily the result of increased borrowings required to finance the acquisition
of the Huntsville facility, equipment purchases and the Company's issuance of
$11.5 million of subordinated convertible notes in December 1998.
Income Taxes (Benefit). Income tax benefit in fiscal 1999 was $10.9 million
compared to an income tax provision of $2.2 million in fiscal 1998. The
effective tax rate in fiscal 1999 was 29.9%, compared to 30.4% in fiscal 1998.
Net Income. As a result of the factors described above, including the
restructuring and other charges of $32.7 million related to the closure of the
Huntsville and Redmond facilities and the asset write-downs of Malaysia, the net
loss in fiscal 1999 of $25.5 million represents a decrease of $30.6 million
compared to the net income of $5.1 million in fiscal 1998.
Year Ended June 30, 1998 Compared to Year Ended June 30, 1997 ("fiscal 1997")
Revenue. Revenue in fiscal year 1998 was $182.8 million, an increase of
$34.8 million, or 23.5%, from fiscal 1997. The increase was the result of
several factors, including gains in market share due to
4
industry consolidation, increased capacity, improved technological
capabilities and strategic advantages offered by the Company's One-Stop
ShoppingTM strategy. The balance of the increase in revenue was the result of
several acquisitions in fiscal 1998, including the acquisition of the Huntsville
facility in March 1998, and the acquisitions of two design centers, which added
$3.2 million and $3.6 million to revenue during fiscal 1998, respectively.
Cost of Goods Sold. Cost of goods sold was $148.5 million in fiscal 1998,
or 81.2% of revenue, as compared to $122.0 million in fiscal 1997, or 82.5% of
revenue. This decrease was primarily due to lower materials costs and labor
costs as a percentage of revenues, achieved through supplier price concessions,
lower scrap rates, improved yields, higher employee productivity and improved
process efficiencies.
Gross Profit. Gross profit in fiscal 1998 was $34.3 million, or 18.8% of
revenue, compared to $25.9 million, or 17.5% of revenue, in fiscal 1997. This
increase was due primarily to both increased revenue and a decrease in the cost
of goods sold as a percentage of revenue, as discussed above.
Selling, General and Administrative Expense. Selling, general and
administrative expense in fiscal 1998 was $23.5 million, or 12.8% of revenue,
compared to $19.2 million, or 13.0% of revenue, in fiscal 1997. The increase in
expenses was due to increased personnel and fixed costs associated with the
expansion of the design division and corporate sales force. As a percentage of
revenue, selling, general and administrative expenses decreased slightly
year-over-year.
Impairment and In-Process Technology Expense. In the first quarter of
fiscal 1997, the Company recorded a write-off of $11.7 million of certain
goodwill associated with the CTI acquisition and purchased research and
development costs related to the acquisition of Trend.
Net Income (Loss) from Operations. Operating income in 1998 was $10.8
million compared to a net loss from operations of $4.9 million in fiscal 1997.
The gains in operating income were driven by improvements in gross margin and
the benefit from the elimination of the $11.7 million nonrecurring expense
related to impairment and in-process technology in fiscal 1997. The increase in
income from operation in fiscal 1998, excluding the one-time write-off from
fiscal 1997, was primarily the result of increased efficiency in the Company's
expanded manufacturing facilities.
Interest Expense. Interest expense in fiscal 1998 was $3.8 million, an
increase of $1.5 million, or 63.7%, from fiscal 1997. The increase was the
result of increased borrowings required to finance the acquisition of the
Huntsville facility and equipment purchases.
Income Taxes. Income taxes in fiscal 1998 were $2.2 million compared to an
income tax provision of $1.7 million in fiscal 1997. The effective tax rate in
fiscal 1998 was 30.4%. During fiscal 1997, the Company had a tax expense on a
pre-tax book loss primarily due to the add-backs of a goodwill and an in-process
technology write-off, neither of which were tax deductible. Federal and state
research and experimental tax credits, however, partially offset the effect of
these add-backs. Absent the add-back of the goodwill and in-process technology
write-offs, the Company's effective tax rate for fiscal 1997 would have been
29.4%.
Net Income (Loss). As a result of the factors described above, including
the write-off of $11.7 million non-recovery expenses related to impairment and
in-process technology expense, the net income in fiscal 1998 of $5.1 million
represents an increase of $13.4 million compared to the net loss of $8.3 million
in fiscal 1997.
5
Liquidity and Capital Resources
Since its inception, the Company has financed its operations and capital
expenditures with cash from operations, debt financing, and an initial public
offering in April 1996. Net cash provided by operating activities was $11.6
million, $10.4 million and $1.7 million for fiscal 1999, 1998 and 1997,
respectively. During the fiscal year ended June 30, 1999, the Company completed
an offering of $11.5 million principal amount of convertible subordinated notes.
These notes accrue interest at 9% per annum and mature on December 29, 2008. As
of June 30, 1999, the Company had $570,000 in cash and cash equivalents and
working capital of approximately $18.8 million.
Capital expenditures were $46.2 million, $39.3 million and $24.8 million
for fiscal 1999, 1998 and 1997, respectively. These capital expenditures were
primarily for manufacturing equipment and plant expansions and modernization.
Although the Company has no commitments in material amounts, it expects capital
expenditures for fiscal 2000 to be approximately 4% of revenue for facility
expansions and equipment.
The Company increased its bank line of credit to $40.0 million at June 30,
1998 from $15.0 million at June 30, 1997. At June 30, 1999 borrowings of $38.8
million were outstanding and $407,000 was available for borrowings based on
eligible accounts receivable and inventory. Amounts outstanding under the line
of credit bear interest at rates ranging from LIBOR to the bank's prime rate
(7.25% to 7.75% per annum at June 30, 1999).
Subsequent to June 30, 1999, Company entered into a Deferral Loan and Lease
Modification Agreement dated October 12, 1999 with its equipment lenders and
lessors (the "Modification Agreement"). Pursuant to the Modification Agreement
(i) the Company's capital equipment lessors revised the Company's lease payment
schedules and (ii) each lender either (a) made a loan to the Company (each a
"Deferral Loan"), the proceeds of which were used to pay amounts owing under the
Company's existing loan obligations and to prepay future payments owing under
those obligations through February 2000 or (b) deferred certain payments on its
existing obligations through February 2000 (the aggregate of such Deferral
Loans, deferred payments and revised lease payments collectively, the "Deferred
Amount"). In January 2000, the Company will pay an aggregate fee to the lenders
and lessors equal to two percent of the Deferred Amount ($201,207). Each lender
and lessor also has the option of receiving (i) an additional fee equal to three
percent of its portion of Deferred Amount (a maximum aggregate amount of
($301,810) or (ii) the right to convert all or a portion of its share of the
Deferred Amount into the Company's common stock at $5.77 per share. The amount
that may be converted decreases over the term of the loan or lease and
conversion is subject to certain other restrictions. Under the terms of the
Modification Agreement, the lenders and lessors each waived the Company's prior
defaults under its existing loan and/or lease agreements.
The Company believes existing cash and cash equivalents, funds generated
from operations, its credit facility with the bank and equipment financings will
be sufficient to fund its operations for the next twelve months. To enhance its
ability to fund its operations, the Company is actively exploring additional and
alternative sources of financing to supplement or replace its existing credit
agreements.
Recent Accounting Pronouncement
In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." The new statement will require recognition
of all derivatives as either assets or liabilities on the balance sheet at fair
value. The new statement becomes effective for the first quarter of fiscal year
ending June 30, 2001. Management has not completed an evaluation of the effects
this standard will have on the Company's financial position or results of
operations.
6
Year 2000 Compliance
The Company has developed a program to perform assessment and remediation
of its computer software programs and operating systems, including applications
used in its financial, shop-floor control and manufacturing equipment control
systems, to determine their readiness for the Year 2000. The inability of
computer software programs and operating systems to accurately recognize,
interpret and process date codes designating the Year 2000 and beyond could
cause systems to yield inaccurate results or encounter operating problems,
including disruption of the business operations these systems control. The
Company has completed its assessment of the financial, shop-floor control
systems and manufacturing equipment control systems. Remediation of the
financial systems is 100% complete and remediation of the manufacturing
equipment control and shop-floor control systems systems is 85% complete. The
Company expects to complete its remediation of all of its systems by the end of
October 1999.
The Company also may be exposed to risks from computer systems of parties
with which the Company transacts business. The Company has contacted all of its
critical suppliers to determine the extent to which the Company may be
vulnerable to those parties' failure to remedy their own Year 2000 issues and to
ascertain what actions, if needed, may be taken by the Company in response to
such risks. To date, approximately 90% of the suppliers contacted have indicated
they are, or expect to be, Year 2000 compliant.
The Company currently estimates that it will spend between $650,000 and
$750,000 in addressing the Year 2000 issue, of which approximately $575,000 has
been incurred through June 30, 1999. The estimates are subject to change as
additional information is obtained in connection with the Year 2000 Program.
Based on its assessments to date, the Company believes it will not
experience any material disruption as a result of Year 2000 issues in its
computer software programs and operating systems used in its internal
operations, its interface with key suppliers and customers, or processing orders
and billing. However, if certain critical third party suppliers, such as those
supplying electricity, water, telephone service or critical materials,
experience difficulties resulting in disruption of the service or delivery of
supplies to the Company, or if the Company's internal operating systems fail to
comply, a shutdown of the Company's operations could occur for the duration of
the disruption. The Company is finalizing its contingency plans to mitigate the
effect of such events, and intends to complete its contingency plans by the end
of October 1999. Furthermore, due to the general uncertainty inherent in the
Year 2000 problem, there can be no assurances that Year 2000 issues will not
have a material adverse effect on the Company's business, financial condition or
results of operations.
7
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(Exhibit 10.19 has been added.)
(a)1. Financial Statements:
The following consolidated financial statements are included in Item 8:
Independent Auditors' Report
Consolidated Balance Sheets as of June 30, 1999 and 1998
Consolidated Statements of Operations for the years ended June 30, 1999,
June 30, 1998 and June 30, 1997
Consolidated Statements of Cash Flows for the years ended June 30, 1999,
June 30, 1998 and June 30, 1997
Consolidated Statements of Shareholders' Equity for the years ended June 30,
1999, June 30, 1998 and June 30, 1997
Notes to Consolidated Financial Statements
(a)2. Financial Statement Schedules:
All schedules have been omitted since they are either not required or
the information is otherwise included.
(a)3. Exhibits:
Exhibit
Number Description
- ------ -----------
3(i) Second Amended and Restated Articles of Incorporation (Incorporated
by reference to Exhibit 3(i)) of the Company's Annual Report on Form
10-K for the year ended June 30, 1998 (the "1998 Form 10-K"))
3(ii) Bylaws (Incorporated by reference to Exhibit 3(ii) of the Company's
Registration Statement on Form S-1, Registration No. 333-01228 (the
"Form S-1"))
4.1 See Article II of Exhibit 3(i) and Articles II and V of Exhibit 3(ii)
4.2 Form of Indenture dated December 29, 1998 between Praegitzer
Industries, Inc. and U.S. Trust Company, N.A. as the Indenture
Trustee (Incorporated by reference to Exhibit 4.2 of the Company's
Registration Statement on Form S-1, Registration No. 333-63003)
10.1* 1995 Stock Incentive Plan (incorporated by reference to Exhibit 10.1
of the Form S-1)
10.2 Form of Incentive Stock Option Agreement (Incorporated by reference
to Exhibit 10.2 of the Form S-1)
10.3 Form of Nonstatutory Stock Option Agreement (Incorporated by
reference to Exhibit 10.3 of the Form S-1)
10.4 1996 Employee Stock Purchase Plan (Incorporated by reference to
Exhibit 10.17 of the Company's Annual Report on Form 10-K for the
Year Ending June 30, 1997 (the "1997 Form 10-K"))
10.5 Borrowing Agreement between the Company and Heller Financial dated
August 22, 1996 (Incorporated by reference to Exhibit 10.2 of the
Company's Quarterly Report on Form 10-Q for Quarter Ending September
30, 1996 (the "September 30, 1996 Form 10-Q"))
10.6 Swap Agreement between the Company and Key Bank dated December 10,
1996 (Incorporated by reference to Exhibit 10.1 of the Company's
Quarterly Report on Form 10-Q for Quarter Ending December 31, 1996)
8
10.7 Borrowing Agreement between the Company and Heller Financial dated
May 30, 1997 (Incorporated by reference to Exhibit 10.8 of the 1997
Form 10-K)
10.8 Borrowing Agreement between the Company and Heller Financial dated
December 29, 1997 (Incorporated by reference to Exhibit 10.1 of the
Company's Quarterly Report on Form 10-Q for the Quarter Ending
December 31, 1997 (the "December 31, 1997 Form 10-Q"))
10.9 Borrowing Agreement between the Company and Heller Financial dated
December 29, 1997 (Incorporated by
reference to Exhibit 10.2 of the December 31, 1997 Form 10-Q)
10.10 Borrowing Agreement between the Company and Heller Financial dated
March 27, 1998 (Incorporated by reference to Exhibit 10.1 of the
March 31, 1998 Form 10-Q (the "March 31, 1998 Form 10-Q"))
10.11 Borrowing Agreement between the Company and Heller Financial dated
March 31, 1998 10.12 Lease Agreement between CTI and Seapointe
Development, Inc. dated April 1989 and amendments thereto
(Incorporated by reference to Exhibit 10.13 of the Form S-1)
10.13 Lease between CTI and Redmond Quadrant Associates, LP dated June 15,
1995 (Incorporated by reference to Exhibit 10.14 of Form S-1)
10.14* Employment Agreement between the Company and Robert L. Praegitzer
dated November 17, 1995 (Incorporated by reference to Exhibit 10.20
of the Form S-1)
10.15* Employment Agreement between the Company and Robert J. Versiackas
dated August 26, 1996 (Incorporated by reference to the 1998 Form
10-K)
10.16* Offer Letter between the Company and James M. Buchanan dated March
24, 1998 (Incorporated by reference to the 1998 Form 10-K)
10.17 Stock Purchase Agreement between the Company and Matthew J. Bergeron
dated December 22, 1998 (Incorporated by
reference to Exhibit 10 of the December 31, 1998 Form 10-Q)
10.18 Amended and Restated Credit Agreement among the Company, the lenders
named therein, KeyBank National Association and Heller Financial,
Inc. dated April 8, 1999 (Incorporated by reference to Exhibit 10 of
the March 31, 1999 Form 10-Q)
10.19 Deferral Loan and Lease Modification Agreement among the Company and
the financial institutions named therein dated October 12, 1999.
21.1 Subsidiaries of the Company
23.1 Consent of Deloitte & Touche LLP
27.1 Financial Data Schedule (Electronic Filing)
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* Represents a management contract or compensatory plan or arrangement.
(b) Reports on Form 8-K
During the three month period ended June 30, 1999, there were no
reports on Form 8-K filed.
9
SIGNATURES
Pursuant to the requirements of Sections 13 or 15(d) 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.
PRAEGITZER INDUSTRIES, INC.
By: MATTHEW J. BERGERON
-------------------------------------
Matthew J. Bergeron
President, Chief Operating Officer
and Chief Financial Officer
Dated: October 18, 1999
10