SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended July 31, 1997
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ___________ to ___________
Commission File No. 0-22598
ORTEL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 95-3494360
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
2015 WEST CHESTNUT STREET, ALHAMBRA, CALIFORNIA 91803-1542
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (626) 281-3636
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
---- ----
As of July 31, 1997, there were 11,539,593 shares of the registrant's $.001
par value Common Stock outstanding.
Page 1 of 16 Pages
Exhibit Index on Page 15
ORTEL CORPORATION
INDEX
PART I. FINANCIAL INFORMATION Page(s)
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Item 1. Financial Statements
Condensed Consolidated Balance Sheets as of July 31, 1997
(unaudited) and April 30, 1997 (audited).......................... 3
Condensed Consolidated Statements of Income (unaudited) for the
fiscal quarter and three months ended July 31, 1997 and 1996...... 4
Condensed Consolidated Statements of Cash Flows (unaudited) for
the three months ended July 31, 1997 and 1996..................... 5
Notes to Condensed Consolidated Financial Statements.............. 6
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations................................................. 8
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K..................................... 13
Signatures.................................................................... 14
Index to Exhibits............................................................. 15
2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ORTEL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
1997 1997
-----------------------
(unaudited) (audited)
ASSETS
- ------
Current assets:
Cash and cash equivalents........................................................... $ 9,137 $18,865
Short-term investments.............................................................. 16,277 15,697
Accounts receivable (net)........................................................... 14,892 13,762
Other receivables................................................................... 1,185 1,276
Inventories (note 4)................................................................ 12,560 13,960
Deferred tax assets................................................................. 2,325 2,454
Prepaid and other current assets.................................................... 1,087 987
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Total current assets............................................................. 57,463 67,001
Property, equipment and improvements (net)............................................. 17,992 18,057
Intangible assets (note 5)............................................................. 2,872 2,901
Other assets (note 5).................................................................. 8,448 3,037
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Total assets..................................................................... $86,775 $90,996
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current liabilities:
Accounts payable.................................................................... $ 2,840 $ 5,574
Accrued liabilities................................................................. 4,372 7,091
Income taxes payable................................................................ 1,028 1,399
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Total current liabilities........................................................ 8,240 14,064
Deferred income........................................................................ 388 395
Deferred income taxes.................................................................. 1,351 1,409
Notes payable.......................................................................... - -
Minority interest...................................................................... 265 245
Stockholders' equity:
Preferred stock, $.001 par value; authorized 5,000,000 shares, none issued
and outstanding..................................................................... - -
Common stock, $.001 par value; authorized 25,000,000 shares, 11,539,593
and 11,499,743 issued and outstanding at July 31, 1997 and April 30, 1997,
respectively........................................................................ 11 11
Additional paid-in capital............................................................ 52,155 51,930
Retained earnings..................................................................... 26,206 24,712
Loans receivable...................................................................... (1,341) (1,341)
Unrealized losses on investments...................................................... 49 (4)
Cumulative effect of foreign currency translation..................................... (549) (425)
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Net stockholders' equity......................................................... 76,531 74,883
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Commitments and contingencies (note 7)
Total liabilities and stockholders' equity....................................... $86,775 $90,996
======= =======
See accompanying notes to consolidated financial statements.
3
ORTEL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
(in thousands, except per share data)
Three Months Ended
July 31,
------------------
1997 1996
------- -------
Revenues................................................................................ $19,710 $17,252
Cost of revenues........................................................................ 10,954 8,898
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Gross profit......................................................................... 8,756 8,354
Operating expenses:
Research and development............................................................. 2,998 2,558
Sales and marketing.................................................................. 2,469 2,391
General and administrative........................................................... 1,337 1,205
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Total operating expenses............................................... 6,804 6,154
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Operating income........................................................................ 1,952 2,200
Interest income (net)................................................................... 284 403
Other non-operating income(expense)..................................................... (97) 51
------- -------
Income before income taxes.............................................................. 2,139 2,654
Provision for income taxes.............................................................. 644 867
------- -------
Net income (note 3)..................................................................... $ 1,495 $ 1,787
======= =======
Shares and common equivalent shares used in computation of
net income per share (000s)............................................................ 12,330 12,605
======= =======
Net income per share (note 2)........................................................... $.12 $.14
======= =======
See accompanying notes to condensed consolidated financial statements.
4
ORTEL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(in thousands)
Three Months Ended
-------------------
July 31, July 31,
1997 1996
------- -------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income................................................ $ 1,495 $ 1,787
Adjustments to reconcile net income to net
cash provided by (used in) operating
activities:
Depreciation and amortization........................... 1,418 992
Gain on disposal of equipment........................... 1 --
Minority interest in subsidiaries....................... 20 31
Net effect of foreign currency translation.............. (83)
Changes in operating assets and liabilities:
(Increase) decrease in:
Receivables............................................. (1,039) (2,580)
Inventories............................................. 1,400 (83)
Deferred tax asset...................................... 129 (19)
Prepaid and other assets................................ (120) 338
Intangible assets....................................... (74) (462)
Increase (decrease) in:
Accounts payable and accrued liabilities................ (5,453) (1,072)
Deferred income......................................... (8) 13
Deferred income taxes................................... (58) 137
Income taxes payable.................................... (370) 669
------- -------
Net cash (used in) provided by operating activities....... (2,742) (249)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures...................................... (1,177) (2,054)
Proceeds from sale of equipment........................... -- --
Investment in Subsidiaries................................ (5,437) --
Short-term investments.................................... (580) 2,074
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Net cash provided by (used in) investing activities....... (7,194) 20
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock, net............... 249 415
Notes receivable from stockholders........................ -- 303
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Net cash provided by (used in) financing activities....... 249 718
Effect of exchange rate changes on cash................... (41) 47
------- -------
Net increase (decrease) in cash and equivalents........... (9,728) 536
Cash and cash equivalents, beginning of period............ 18,865 15,573
------- -------
Cash and cash equivalents, end of period.................. 9,137 $16,109
======= =======
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for
Interest paid............................................. 3 1
Income taxes paid......................................... 917 41
See accompanying notes to condensed consolidated financial statements.
5
ORTEL CORPORATION
Notes to Condensed Consolidated Financial Statements
1. Basis of Presentation
---------------------
The accompanying unaudited condensed consolidated financial statements have
been prepared by the Company without audit (except for the balance sheet
information as of April 30, 1996, which was derived from audited consolidated
financial statements) and, in the opinion of management, contain all adjustments
necessary to present fairly the consolidated financial position at July 31,
1997, and the condensed consolidated results of operations for the three-month
periods ended July 31, 1997 and July 31, 1996, and the condensed consolidated
cash flows for the three-month periods ended July 31, 1997, and July 31, 1996,
in accordance with generally accepted accounting principles. Certain
information and footnote disclosures normally included in 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 ensure the
information presented is not misleading.
The results of operations for the three-month period ended July 31, 1997,
are not necessarily indicative of the results to be expected for the entire
fiscal year and should be read in conjunction with a discussion of risk factors
in the Company's annual report for the fiscal year ended April 30, 1997.
2. Per Share Information
---------------------
Net income per share is based on the weighted average common and common
equivalent shares outstanding for each period including common shares issuable
upon the exercise of stock options.
Net income per share for all periods presented is summarized as follows (in
thousands, except per share data):
Three Months Ended
July 31
-------------------
1997 1996
------- -------
Net income.............................. $ 1,495 $ 1,787
======= =======
Weighted average shares outstanding:
Common shares issued.................... 11,525 11,405
Stock options........................... 805 1,200
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Total................................... 12,330 12,605
======= =======
Net income per share.................... $ .12 $ .14
======= =======
For the three-month periods ended July 31, 1997 and 1996, fully diluted
income per share did not differ materially from primary income per share;
accordingly, fully diluted income per share has not been presented.
6
ORTEL CORPORATION
Notes to Condensed Consolidated Financial Statements (continued)
3. Income taxes
------------
Income taxes for the respective periods were computed using the effective
tax rate estimated to be applicable for the fiscal year, which is subject to
ongoing review and evaluation by management.
4. Inventories
-----------
Inventories are stated at the lower of cost (first-in, first-out) or market
and consist of the following (in thousands):
July 31, 1997 April 30, 1997
------------- --------------
(unaudited) (audited)
Raw materials................ $ 5,789 $ 6,412
Work-in-process.............. 6,304 6,820
Finished goods............... 467 728
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Total inventories........ $12,560 $13,960
======= =======
5. Investments in unconsolidated subsidiaries
------------------------------------------
In October, 1996, the Company acquired a minority (34%) interest in Photon
Technology Co., Ltd. "Photon" based in Shenzhen, China, with a cash investment
of $2.4 million plus associated acquisition costs for a total investment of $2.9
million. The investment includes net assets valued at $1.7 million with the
remainder classified as goodwill to be amortized over ten years. The operating
results of Photon are presented based on the equity basis of accounting.
In May, 1997, Ortel made a $5 million investment in the launch of a new
telecommunications network equipment manufacturing company know as Tellium, Inc.
The Company's $5 million investment will be accounted for under the cost method.
In June, 1997, the Company made an additional $437,000 investment in Photon,
raising its ownership to approximately 43%.
6. Deferred distribution costs
---------------------------
During the period ended October 31, 1996, 70,000 shares of non-qualified
stock options were issued to the management of Photon. The value of those
options under SFAS 123 "Accounting for Stock Options", was estimated to be
$731,000 which will be amortized and incorporated into the operating results
over seven years. In May, 1997, these options were canceled and a new grant for
the same number of options was issued at a price of $13.25 with a new vesting
schedule. The value of these options was estimated to be $534,000 which is being
amortized over five years.
7
ORTEL CORPORATION
Notes to Condensed Consolidated Financial Statements (continued)
7. Cash and cash equivalents
-------------------------
Cash consists of cash and cash equivalents (defined as marketable securities
with original maturities of 90 days or less) in the amount of $9.1 million and
$18.9 million as of July 31, 1997 and April 30, 1997 respectively, and short-
term investments (marketable securities with maturities of more than 90 days) of
$16.3 million and $15.7 million as of July 31, 1997, and April 30, 1997,
respectively.
Under Financial Accounting Standards Board Statement 115, the Company has
classified its short-term investments as available-for-sale. Available-for-sale
securities are stated at market value and unrealized holding gains and losses,
net of the related tax effect, are excluded from earnings and are reported as a
separate component of stockholders' equity until realized. A decline in the
market value of the security below cost that is deemed other than temporary is
charged to earnings resulting in the establishment of a new cost basis for the
security.
PART I - FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
The following is management's discussion and analysis of certain significant
factors which have affected the Company's financial position and operating
results during the periods included in the unaudited condensed consolidated
financial statements included herein. The discussion in this section contains
forward-looking statements that involve risks and uncertainties. The Company's
actual results could differ materially from those discussed herein. Factors
that could cause or contribute to such differences include, but are not limited
to, those discussed in the Company's annual report for the year ended April 30,
1997.
8
ORTEL CORPORATION
Notes to Condensed Consolidated Financial Statements (continued)
RESULTS OF OPERATIONS
The following table sets forth the statements of income as a percentage of
revenues.
Three Months Ended
July 31,
------------------
1997 1996
------ ------
Revenues................................................ 100.0% 100.0%
Cost of revenues........................................ 55.6 51.6
----- -----
Gross profit........................................ 44.4 48.4
Operating expenses:
Research and development............................ 15.2 14.8
Sales and marketing................................. 12.5 13.8
General and administrative.......................... 6.8 7.0
----- -----
Total operating expenses............................ 34.5 35.6
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Operating income........................................ 9.9 12.8
Interest Income, net................................ 1.4 2.3
Other income, net................................... (.4) .3
----- -----
Income before income taxes.......................... 10.9 15.4
Provision for income taxes.............................. 3.3 5.0
----- -----
Net income.......................................... 7.6% 10.4%
===== =====
9
PART I - FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS. (continued)
The following table highlights certain aspects of the Company's revenues for
the three-month and nine-month periods ended July 31, 1997 and 1996.
Three Months Ended
July 31,
-------------------------
1997 1996
------ ------
Revenues (thousands):
Broadband products.......................... $12,841 $13,669
Other products.............................. 6,869 3,583
Total............................ 19,710 17,252
======= =======
Geographic coverage (thousands):
Domestic.................................... $ 8,761 $11,787
International............................... 10,949 5,465
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Total............................ 19,710 $17,252
======= =======
As a percent of revenues:
Broadband products.......................... 65.1% 79.2%
Other products.............................. 34.9 20.8
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Total............................ 100.0% 100.0%
======= =======
Geographic coverage:
Domestic.................................... 44.4% 68.3%
International............................... 55.6 31.7
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Total............................ 100.0% 100.0%
======= =======
FIRST QUARTER
Revenues
Revenues of $19.7 million for the first quarter ended July 31, 1997,
increased by $2.5 million or 14.2% from $17.3 million in the comparable quarter
of the previous year. Total revenues from broadband products were $12.8 million,
6.1% lower than prior year period, due primarily to decreased sales to the
Company's two largest broadband customers. Revenues from these two customers
which totaled $9.2 million for the first quarter ended July 31, 1996, decreased
$5.0 million or 54.9% to $4.2 million in the most recent quarter. This decrease
primarily reflects the continued slowdown in spending for CATV network upgrades
in the U.S. This decrease was more than offset by an increase in sales to
international Broadband customers (up $4.0 million or 130.5% over the prior year
period) and an increase in revenues for wireless, satellite communications and
other product applications. Revenues of $6.9 million from the sale of these
other products increased by $3.3 million or 91.7% compared to the prior year
period.
10
PART I - FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS. (continued)
Sales to international customers totaled $10.9 million or approximately
55.6% of revenues for the first quarter of fiscal 1998 compared to $5.5 million
or approximately 31.7% of revenues for the comparable quarter last year, an
increase of 100.3%. Sales made through the Company's subsidiaries in Germany,
France and Sweden accounted for approximately 31.7% of these total international
revenues, while sales to international distributors and other international
customers accounted for the rest. In addition, the Company is aware that some
sales to domestic customers ultimately have international destinations.
Gross Profit
Gross profit of $8.8 million for the first quarter of fiscal 1998
represented 44.4% of revenue compared to 48.4% in the comparable period last
year. The decrease in gross margin compared to the prior year is primarily
related to a shift in product mix as broadband product sales decreased from
79.2% of revenue in the first quarter of fiscal 1997 to 65.1% in the most recent
quarter. While all other revenues increased, they were comprised of lower volume
products, some of which experienced start-up costs.
Research and Development
Research and development expenses of $3.0 million for the first quarter of
fiscal 1998 increased by $0.4 million or 17.2% from the comparable quarter last
year. The increase in spending primarily reflects lower revenues from R&D
contract work which the Company nets against research and development costs.
With a 14.2% increase in revenues, research and development expense as a
percentage of revenues increased to 15.2% compared to 14.8% in the comparable
quarter last year.
Sales and Marketing
Sales and marketing expenses of $2.5 million for the first quarter of fiscal
1998 increased by $78,000 or 3.3% from $2.4 million for the comparable quarter
last year. With a 14.2% increase in revenues, sales and marketing expenses, as a
percentage of revenue, decreased to 12.5% for the first quarter of fiscal 1998
from 13.8% for the comparable quarter of fiscal 1997.
General and Administrative
General and administrative expenses of $1.3 million for the first quarter of
fiscal 1998 increased by $132,000 or 11.0% from $1.2 million for the comparable
period last year and decreased as a percentage of revenues to 6.8% compared to
7.0% for the same quarter of fiscal 1997. The increase reflects in part
the increase in expense associated with the issuance of certain non-qualified
stock options with the value of such options being amoritized over a five year
period (see Notes to Consolidated Financial Statements).
11
PART I - FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS. (continued)
Other Non-Operating Income (Expense)
Interest income, net of interest expense, of $284,000 for the first quarter
of fiscal 1998 decreased by $119,000 from the comparable period last year
primarily due to lower average cash balances. Other net income was a loss of
$97,000 for the first quarter, down from $51,000 in income in the comparable
quarter last year primarily due to unfavorable foreign currency swings during
the quarter.
LIQUIDITY AND CAPITAL RESOURCES
At July 31, 1998, the Company had working capital of $49.2 million,
including $9.1 million in cash and cash equivalents and $16.3 million in short-
term investments. For the three-month period ended July 31, 1998, the Company's
operating activities used $2.7 million in cash. Cash from operating activities
includes net income of $1.5 million plus depreciation and amortization of $1.4
million offset by an increase in trade receivables and billed contract costs of
$1.0 and a decrease in accounts payable, taxes payable and other
accrued liabilities totaling $5.9 million. A decrease in inventory of $1.4
million is in keeping with a decrease in revenue for the period.
Cash flow from investing activities includes a $5 million investment in
Tellium, Inc. made in May, 1997 and an additional $437,000 investment in Photon
Technology Co., Ltd., made in June, 1997. Cash flow from financing activities
includes $249,000 proceeds from issuance of common stock through stock option
exercises.
As of July 31, 1997, the Company maintained an unsecured line of credit
totaling $2 million with Wells Fargo Bank, expiring on September 1, 1997. There
were no borrowings outstanding under this credit facility at July 31, 1997.
Interest rates vary according to market rates of interest
On September 9, 1997, the Company renewed an unsecured line of credit
totaling $5 million with Bank of America, expiring on September 30, 1998.
Interest rates vary according to market rates of interest.
12
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
a. Exhibits.
Reference is hereby made to the Exhibit Index commencing on page 16.
b. No reports were filed on Form 8-K during the quarter ended July 31,
1997.
13
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.
DATE: September 12, 1997 ORTEL CORPORATION
(Registrant)
By: /s/ Wim H.J. Selders
---------------------------
Wim H.J. Selders,
President and Chief
Executive Officer
By: /s/ Stephen K. Workman
---------------------------
Stephen K. Workman,
Vice President, Finance and Chief
Financial Officer
14
EXHIBIT INDEX
Exhibit No. Document Description Page No.
---------- -------------------- --------
3.1 Certificate of Incorporation. (Note 1)
3.2 Bylaws of Ortel Corporation. (Note 1)
10.1 Lease, dated September 23, 1991, between Ortel Corporation and Rim Development Co. (Note 1)
10.2 Lease, dated May 20, 1994, between Ortel Corporation and Wai Fong Un. (Note 1)
10.3 Consulting Agreement, dated January 3, 1994, between Ortel Corporation and Wayne Tyler. (Note 1)
10.4 Consulting Agreement, dated March 2, 1990, as amended, between Ortel Corporation and Amnon Yariv. (Note 1)
10.5 Employment Agreement, dated September 14, 1990, between Ortel Corporation and Wim H.J. Selders. (Note 1)
10.6 Employment Agreement, dated September 14, 1990, between Ortel Corporation and Israel Ury. (Note 1)
10.7 Employment Agreement, dated September 14, 1990, between Ortel Corporation and Nadav Bar-Chaim. (Note 1)
10.8 1981 Incentive Stock Option Plan of Ortel Corporation. (Note 1)
10.9 1990 Stock Option Plan of Ortel Corporation. (Note 1)
10.10 Loan Agreement, dated September 30, 1993, between Ortel Corporation and First Interstate Bank. (Note 1)
10.11 Form of Indemnification Agreement. (Note 1)
10.12 Common Stock Purchase Agreement, dated March 26, 1990, between Sumitomo Cement Co., Ltd. and Ortel
Corporation. (Note 1)
10.13 Key Shareholders Agreement, dated as of March 26, 1990, among Wim H.J. Selders, Dr. Ury, Dr. Yariv,
Dr. Bar-Chaim, Sumitomo Cement Co., Ltd., The Ury Family Trust and Ortel Corporation. (Note 1)
10.14 Agreement Concerning Certain Financial and Business Arrangements, dated as of March 26, 1990 between
Sumitomo Cement Co., Ltd. and Ortel Corporation. (Note 1)
10.15 Voting Agreement of Sumitomo Cement Co., Ltd., dated as of March 26, 1990 between Sumitomo Cement Co.,
Ltd. and Ortel Corporation. (Note 1)
10.16 Agreement dated as of November 19, 1993, between Ortel Corporation and General Instrument Corporation. (Note 1)
10.17 Agreement, dated as of January 24, 1994, between Ortel Corporation and General Instrument Corporation. (Note 1)
10.18 Modification Agreement, dated 1985, between Ortel Corporation and certain investors. (Note 1)
10.19 Class A Common Stock Purchase Agreement, dated as of December 14, 1981, between Ortel Corporation and
certain investors. (Note 1)
10.20 1994 Equity Participation Plan of Ortel Corporation. (Note 1)
10.21 Severance Agreement, dated as of August 26, 1994, between Ortel Corporation and Stephen K. Workman. (Note 1)
10.22 Stock Purchase Agreement dated March 12, 1996 between Hakan Samuelsson and Ortel Corporation. (Note 2)
10.23 Stock Purchase Agreement dated March 12, 1996 between Christa Samuelsson and Ortel Corporation. (Note 2)
10.24 Loan Agreement, dated June 2, 1995 between Ortel Corporation and Bank of America. (Note 3)
15
EXHIBIT INDEX (CONTINUED)
Exhibit No. Document Description Page No.
---------- -------------------- --------
10.25 Amendment to Loan Agreement dated September 30, 1995 between Ortel Corporation and First Interstate
Bank. (Note 3)
10.26 Amendment to Loan Agreement dated September 30, 1995 between Ortel Corporation and Wells Fargo Bank,
National Association (formerly First Interstate Bank) (Note 4)
11.1 Statement Regarding Computation of Per Share Earnings. (Note 1)
27.0 Financial Data Schedule
__________________
Note 1 Previously filed by the Registrant in Registration No. 33-79188 and
incorporated by reference herein pursuant to Rule 12b-32 of the
Exchange Act.
Note 2 Previously filed by the Registrant in its 8K filing dated March 26,
1996
Note 3 Previously filed by the Registrant in its 10-K filing for the year
ended April 30, 1996
Note 4 Previously filed by the Registrant in its 10-K filing for the year
ended April 30, 1997
16